Lyft, Inc.

Notes to the Condensed Consolidated Financial Statements

1. Description of Business and Basis of Presentation

Organization and Description of Business

Lyft, Inc. (the “Company” or “Lyft”) is incorporated in Delaware with its headquarters in San Francisco, California. The Company operates multimodal transportation networks that offer access to a variety of transportation options through the Company’s global platform and mobile-based applications. This network enables multiple modes of transportation including, primarily, the facilitation of peer-to-peer ridesharing by connecting drivers who have a vehicle with riders who need a ride. The Company’s robust technology platforms (the “Lyft Platform”) primarily provide a marketplace where drivers can be matched with riders via Lyft mobile applications (the “Lyft App”).

Transportation options offered through the Lyft Platform and mobile-based applications consist primarily of a ridesharing marketplace, which connects drivers and riders and includes taxis, private hire vehicles, executive chauffeur services, and car sharing. Transportation options also include Lyft’s network of bikes and scooters and the Express Drive program, where drivers can enter into short-term rental agreements with the Company’s wholly-owned and independently managed subsidiary, Flexdrive Services, LLC (“Flexdrive”) or a third party for vehicles that may be used to provide ridesharing services on the Lyft Platform. In addition, the Company makes the ridesharing marketplace available to organizations through Lyft Business offerings, such as the Concierge and Lyft Pass programs, and generates revenue from licensing and data access agreements associated with the data from the Lyft Platform, subscription fees, bikes and bike station hardware and software sales and arrangements to provide advertising services.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and note disclosures included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2025 included herein was derived from the audited consolidated financial statements as of that date. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2025, included in our Annual Report on Form 10-K.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and entities consolidated under the variable interest entity model and have been prepared on the same basis as the annual audited consolidated financial statements. All intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive income, stockholders’ equity, and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

Prior period amounts related to deferred tax assets and deferred tax liabilities have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported total assets, total liabilities, results of operations, comprehensive income or net cash flows from operating, financing or investing activities.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on various factors and information which may include, but are not limited to, historical experience, where applicable, and on other assumptions that management believes are reasonable under the circumstances. Actual results could differ materially from those estimates.

Significant items subject to estimates and assumptions include those related to losses resulting from insurance claims inclusive of insurance related accruals, fair value of financial assets and liabilities, acquired identifiable intangible assets and goodwill and related impairment assessments, useful lives of amortizable long-lived assets, leases, indirect tax obligations, legal contingencies, deferred tax assets and liabilities, and the valuation of stock-based compensation.

2. Summary of Significant Accounting Policies

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 11, 2026 that have had a material impact on our condensed consolidated financial statements and related notes.

Segment Information

Operating segments are defined as components of an entity for which separate financial information is available and 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 Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates asone operating segment. The Company has concluded that consolidated net (loss) income is the measure of segment profitability. The CODM assesses performance for the Company, monitors budget versus actual results, and determines how to allocate resources based on consolidated net (loss) income as reported in the condensed consolidated statements of operations. There are no other expense categories regularly provided to the CODM that are not already included in the primary condensed consolidated financial statements herein.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”, which updates the capitalization criteria for internal-use software development costs and removes references to software development stages. This ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company early adopted this ASU on January 1, 2026 on a prospective basis. This ASU did not have a material impact to the Company’s condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”, which seeks to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. This amendment became effective for annual and interim reporting periods beginning after December 15, 2025. The Company adopted this ASU on January 1, 2026 on a prospective basis. There was no impact to the Company’s condensed consolidated financial statements upon adoption.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses”, which requires companies to provide new financial statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. Early adoption and retrospective application is permitted. Additionally, in January 2025, the FASB issued ASU 2025-01, “Clarifying the Effective Date” which clarifies that the guidance for ASU 2024-03 is to be adopted by all public entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, on a prospective basis. The Company is currently assessing the impact of adopting this ASU on the consolidated financial statements and related disclosures.

3. Revenue

Revenue Recognition

The Company generates its revenue from its multimodal transportation networks that offer access to a variety of transportation options through the Lyft Platform and mobile-based applications. Substantially all, or approximately 85% or more, of the Company’s revenue is generated from its ridesharing marketplace, inclusive of taxis, private hire vehicles, executive chauffeur services and car sharing, that connects drivers and riders. In addition, the Company generates revenue from licensing and data access agreements, subscription fees, bikes and bike station hardware and software sales and arrangements to provide advertising services to third parties.

The Company also generates rental revenue from Flexdrive and its network of shared bikes and scooters, which is recognized in accordance with Accounting Standards Codification Topic 842 (“ASC 842”). Rental revenue recognized in accordance with ASC 842 was less than 10% of revenue for the three and nine months ended September 30, 2026 and 2025.

4. Acquisitions

Acquisition of TBR Global Chauffeuring

On October 14, 2025, the Company completed the acquisition of 100% of the outstanding equity of TheBookingRoomGroup Limited (d/b/a TBR Global Chauffeuring or “TBR”), a global premium ground transportation and chauffeur service company, for a total purchase price of £86.4 million ($115.2 million), inclusive of an immaterial amount of contingent consideration. The acquisition, which was accounted for as a business combination, strengthens Lyft’s position in the high-value premium chauffeur space and creates an opportunity to combine Lyft’s global platform and technology expertise with TBR’s bespoke service. The Company finalized the valuation of assets acquired and liabilities assumed for the acquisition of TBR as of September 30, 2026.

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Goodwill of $64.2 million recognized in connection with the acquisition is primarily attributable to anticipated synergies arising from the integration of TBR’s operations with Lyft such as opportunities to expand the Company’s geographic footprint and enhance product offerings. Goodwill also reflects the value of TBR’s assembled workforce and other intangible assets that do not qualify for separate recognition. The goodwill recognized was not considered deductible for tax purposes.

The Company recorded intangible assets at their fair value, which consisted of the following (in thousands):

Acquisition of Freenow

On July 31, 2025, the Company completed the acquisition of 100% of the outstanding equity of Intelligent Apps GmbH (d/b/a Freenow), a European multimodal application with a taxi offering at its core, for a total purchase price of €204.1 million ($234.8 million). The acquisition, which was accounted for as a business combination, expands Lyft’s presence outside North America and provides access to Freenow’s established platform, customer base, and local market expertise. Subsequent to the acquisition date, the Company recognized an update to provisional amounts, bringing the total purchase consideration to €205.9 million ($236.8 million). The Company finalized the valuation of assets acquired and liabilities assumed for the acquisition of Freenow as of June 30, 2026.

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Goodwill of $117.5 million recognized in connection with the acquisition is primarily attributable to expected synergies from integrating Freenow’s operations with Lyft’s existing platform. Goodwill also reflects the value of Freenow’s assembled workforce and other intangible assets that do not qualify for separate recognition. The goodwill recognized was not considered deductible for tax purposes.

The Company recorded intangible assets at their fair value, which consisted of the following (in thousands):

5. Goodwill

The following table presents the changes in the carrying amount of goodwill during the nine months ended September 30, 2026 (in thousands):

(1)During the nine months ended September 30, 2026, the Company completed certain acquisitions, primarily the acquisition of Gett UK. The transactions were accounted for as business combinations and were not material to the condensed consolidated financial statements.

6. Cash Equivalents and Investments

The following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss and fair value of the Company’s cash equivalents and investments as of the dates indicated (in thousands):

(1)Excludes $559.3 million of cash, which is included within the $1.9 billion of cash and cash equivalents and short-term investments on the condensed consolidated balance sheets.

(2)Excludes $2.9 million of restricted cash, which is included within the $2.1 billion of restricted cash and cash equivalents and restricted investments on the condensed consolidated balance sheets.

(1)Excludes $439.2 million of cash, which is included within the $1.8 billion of cash and cash equivalents and short-term investments on the condensed consolidated balance sheets.

(2)Excludes $3.0 million of restricted cash, which is included within the $1.9 billion of restricted cash and cash equivalents and restricted investments on the condensed consolidated balance sheets.

The Company’s investments consist of available-for-sale debt securities. The Company considers debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities as short-term investments on the condensed consolidated balance sheets. No individual security incurred continuous unrealized losses for greater than 12 months.

Interest income earned by the Company included in other income, net in the condensed consolidated statements of operations was $33.8 million and $97.3 million for the three and nine months ended September 30, 2026, respectively, and $33.3 million and $111.8 million for the three and nine months ended September 30, 2025, respectively.

The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis. The Company is not aware of any specific event or circumstance that would require the Company to change its quarterly assessment of credit losses for any marketable available-for-sale debt security as of September 30, 2026. These estimates may change, as new events occur and additional information is obtained, and will be recognized on the condensed consolidated financial statements as soon as they become known. No credit losses were recognized as of September 30, 2026 for the Company’s marketable and non-marketable debt securities.

The following table summarizes the Company’s available-for-sale debt securities in an unrealized loss position for whichno allowance for credit losses was recorded, aggregated by major security type and maturity (in thousands):

The following table classifies the Company’s available-for-sale debt securities by contractual maturities (in thousands):

7. Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of the dates indicated by level within the fair value hierarchy (in thousands):

(1)$559.3 million of cash and $366.1 million of money market deposit accounts are not subject to recurring fair value measurement and therefore excluded from this table. However, these balances are included within the $1.9 billion of cash and cash equivalents and short-term investments on the condensed consolidated balance sheets.

(2)$2.9 million of restricted cash is not subject to recurring fair value measurement and is therefore excluded from this table. However, this balance is included within the $2.1 billion of restricted cash and cash equivalents and restricted investments on the condensed consolidated balance sheets.

(1)$439.2 million of cash and $360.1 million of money market deposit accounts are not subject to recurring fair value measurement and therefore excluded from this table. However, these balances are included within the $1.8 billion of cash and cash equivalents and short-term investments on the condensed consolidated balance sheets.

(2)$3.0 million of restricted cash is not subject to recurring fair value measurement and is therefore excluded from this table. However, this balance is included within the $1.9 billion of restricted cash and cash equivalents and restricted investments on the condensed consolidated balance sheets.

The following are the hierarchical levels of inputs to measure fair value:

Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

During the nine months ended September 30, 2026, the Company did not make any transfers between the levels of the fair value hierarchy.

8. Supplemental Financial Statement Information

Prepaid Expenses and Other Current Assets

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

(1)The Company’s receivable balance, which consists primarily of amounts due from participants in the Company’s enterprise programs and bikes and scooters partners, was $348.0 million and $394.9 million as of September 30, 2026 and December 31, 2025, respectively while the allowance for credit losses was $13.8 million and $11.0 million as of September 30, 2026 and December 31, 2025, respectively.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following as of the dates indicated (in thousands):

(1)Represents current portion of long-term debt primarily related to the Non-revolving Loan (as defined below) and Master Vehicle Loan (as defined below). Refer to Note 11 “Debt” for more information.

(2)Includes a deferred gain of $54.3 million related to certain transactions recognized on the condensed consolidated balance sheet as of September 30, 2026.

Insurance Reserves

Reinsurance of Certain Legacy Auto Liability Insurance

On July 1, 2026, the Company’s wholly-owned subsidiary, Pacific Valley Insurance Company, Inc. (“PVIC”), entered into a Loss Portfolio Transfer Reinsurance Agreement (the “2026 Reinsurance Agreement”) with Riverstone International Insurance, Inc. (“Riverstone”), under which Riverstone reinsured a legacy portfolio of auto insurance policies, based on reserves in place as of June 30, 2026, of certain legacy insurance liabilities for policies underwritten during the period of October 1, 2019 to September 30, 2025, with an aggregate limit of $743 million, for a premium of $406 million (the “2026 Reinsurance Transaction”). A substantial portion of the premium ceded is on a funds withheld basis, meaning that the premium withheld by PVIC is used to pay future reinsurance claims on Riverstone's behalf. Upon consummation of the 2026 Reinsurance Transaction, a reinsurance recoverable was established, and since a contractual right of offset exists, the reinsurance recoverable has been netted against the funds withheld liability balance within prepaid expenses and other current assets on the condensed consolidated balance sheets as of September 30, 2026.

On February 19, 2025, PVIC entered into a Loss Portfolio Transfer Reinsurance Agreement (the “2025 Reinsurance Agreement” together with 2026 Reinsurance Agreement, the “Reinsurance Agreements”) with Riverstone, under which Riverstone reinsured a legacy portfolio of auto insurance policies, based on reserves in place as of January 1, 2025, of certain legacy insurance liabilities for policies underwritten during the period of October 1, 2020 to September 30, 2022, with an aggregate limit of $120.5 million, for a premium of $85.1 million (the “2025 Reinsurance Transaction” together with 2026 Reinsurance Transaction, the “Reinsurance Transactions”). A substantial portion of the premium ceded is on a funds withheld basis, meaning that the premium withheld by PVIC is used to pay future reinsurance claims on Riverstone's behalf. Upon consummation of the 2025 Reinsurance Transaction, a reinsurance recoverable was established, and since a contractual right of offset exists, the reinsurance recoverable has been netted against the funds withheld liability balance for an immaterial net reinsurance recoverable balance included in prepaid expenses and other current assets on the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025. In addition to the premium ceded to the reinsurer, the Company prepaid $8.4 million in interest related to the funds withheld. An immaterial loss was recognized on the condensed consolidated statements of operations for the three months ended March 31, 2025, in cost of revenue upon completion of the 2025 Reinsurance Transaction.

Losses ceded under the Reinsurance Agreements that exceed the consideration paid for the retroactive reinsurance coverage, but are below the aggregate limit, result in the recognition of a deferred gain liability. The deferred gain liability is amortized and recognized as a benefit to the statement of operations over the estimated remaining settlement period of the ceded reserves using the recovery method. The Reinsurance Transactions do not discharge PVIC of its obligations to the policyholder. Management evaluated reinsurance counterparty credit risk and does not consider it to be material since a substantial portion of the premium of $406 million related to the 2026 Reinsurance Transaction and the premium of $85.1 million related to the 2025 Reinsurance Transaction were retained by PVIC on a funds withheld basis on behalf of the reinsurer.

9. Leases

Real Estate Operating Leases

The Company has real estate property leases which are classified as operating leases. As of September 30, 2026, the remaining lease terms vary from approximatelytwo months toeight years. For certain leases the Company has options to extend the lease term for periods varying fromone month toten years. These renewal options are not considered in the remaining lease term unless it is reasonably certain that the Company will exercise such options.

Flexdrive Program

The Company operates a fleet of rental vehicles through Flexdrive, a portion of which are leased from third-party vehicle leasing companies. These leases are classified as finance leases. As of September 30, 2026, the remaining lease terms vary betweenone month tofour years.

Lease Position

The table below presents the lease-related assets and liabilities recorded on the condensed consolidated balance sheets (in thousands, except for remaining lease terms and percentages):

(1)This balance is included within property and equipment, net on the condensed consolidated balance sheets.

(2)This balance is included within accrued and other current liabilities on the condensed consolidated balance sheets.

(3)This balance is included within other liabilities on the condensed consolidated balance sheets.

Lease Costs

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

(1)Consists primarily of common-area maintenance and taxes and utilities for real estate leases.

The table below presents certain supplemental information related to the cash flows for operating and finance leases recorded on the condensed consolidated statements of cash flows (in thousands):

Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities recorded on the condensed consolidated balance sheets as of September 30, 2026 (in thousands):

10. Commitments and Contingencies

Letters of Credit

The Company maintains certain stand-by letters of credit from third-party financial institutions in the ordinary course of business to guarantee certain performance obligations related to leases, insurance policies and other various contractual arrangements. None of the outstanding letters of credit are collateralized by cash. As of September 30, 2026 and December 31, 2025, the Company had letters of credit outstanding of $61.1 million and $61.3 million, respectively, of which $54.3 million and $61.3 million, respectively, reduced the available credit under the Revolving Credit Facility (as defined below).

Indemnification

The Company enters into indemnification provisions under agreements with other parties in the ordinary course of business, including certain business partners, investors, contractors, parties to certain acquisition or divestiture transactions and the Company’s officers, directors, and certain employees. The Company has agreed to indemnify and defend the indemnified party’s claims and related losses suffered or incurred by the indemnified party resulting from actual or threatened third-party claims because of the Company’s activities or, in some cases, non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded on the condensed consolidated statements of operations in connection with the indemnification provisions have not been material.

Legal Proceedings

The Company is currently involved in, and may in the future be involved in, legal proceedings, claims, and regulatory and governmental inquiries and investigations, and in some situations has received subpoenas and requests or demands for documents and information, in the ordinary course of business, including drivers, riders, renters, third parties and governmental entities (individually or as class actions) alleging, among other things, various wage and expense related claims, violations of state, local or federal laws or regulations, improper disclosure of the Company’s fees, rules or policies, that such fees, rules or policies violate applicable law, or that the Company has not acted in conformity with such fees, rules or policies, as well as proceedings related to product liability, antitrust, competition, privacy, its acquisitions, securities issuances or business practices, or public disclosures about the Company or the Company’s business. In addition, the Company has been, and is currently, named as a defendant in a number of litigation matters related to allegations of accidents or other trust and safety incidents involving drivers or riders using the Lyft Platform.

The outcomes of the Company’s legal proceedings are inherently unpredictable and subject to significant uncertainties. The Company accrues for losses that may result from these matters when a loss is probable and reasonably estimable and such accruals are recorded within accrued and other current liabilities on the condensed consolidated balance sheets. For certain matters for which a material loss is reasonably possible, an estimate of the amount of loss or range of losses is not possible nor is the Company able to estimate the loss or range of losses that could potentially result from the application of nonmonetary remedies. For matters where the Company has recorded a probable and estimable loss, until the final resolution of the matter, there may be exposure to a material loss in excess of the amount recorded.

Independent Contractor Classification Matters

With regard to independent contractor classification of drivers on the Lyft Platform, the Company is regularly subject to claims, lawsuits, arbitration proceedings, administrative actions, government investigations and other legal and regulatory proceedings at the federal, state and municipal levels challenging the classification of these drivers as independent contractors, and claims that, by the alleged misclassification, the Company has violated various labor and other laws that would apply to driver employees. Laws and regulations that govern the status and classification of independent contractors are subject to change and divergent interpretations by various authorities, which can create uncertainty and unpredictability for the Company. Certain adverse outcomes of such actions would have a material impact on the Company’s business, financial condition and results of operations, including damages, penalties and potential suspension of operations in impacted jurisdictions. Such regulatory scrutiny or action may create different or conflicting obligations from one jurisdiction to another.

For example, California Assembly Bill 5 (now codified in part at Cal. Labor Code sec. 2775) codified and extended an employment classification test set forth by the California Supreme Court that established a new standard for determining employee or independent contractor status. The passage of this bill led to additional challenges to the independent contractor classification of drivers using the Lyft Platform. For example, on May 5, 2020, the California Attorney General and the City Attorneys of Los Angeles, San Diego and San Francisco filed a lawsuit against the Company and Uber for allegedly misclassifying drivers on the companies’ respective platforms as independent contractors in violation of Assembly Bill 5 and California’s Unfair Competition Law, and on August 5, 2020, the California Labor Commissioner filed lawsuits against the Company and Uber for allegedly misclassifying drivers on the companies’ respective platforms as independent contractors, seeking injunctive relief and material damages and penalties. The cases were subsequently coordinated in San Francisco

Superior Court. On September 30, 2026, the Company reached an agreement with the plaintiffs in the coordinated cases (the “Settlement Agreement”), subject to approval by the court, to resolve the allegations that the Company misclassified drivers in California for the period from April 5, 2016 through December 15, 2020 (the “Covered Period”) as independent contractors in violation of California law. Under the terms of the Settlement Agreement, the plaintiffs agree to release the Company from all claims that are or could have been asserted based on alleged misclassification of drivers or other alleged violations of labor laws by the Company during the Covered Period, for a total of $272.5 million (inclusive of attorneys’ fees, costs and expenses). The Company can elect to make settlement payments over four years, with 5% simple interest accruing after the first year, subject to a maximum amount of $12.4 million in interest. The Settlement Agreement does not include prepayment penalties or prospective operational commitments. The plaintiffs filed a motion for approval of the settlement with the court on September 30, 2026. On October 29, 2026, the court heard argument on the approval motion, requested additional information from the parties, and set a second approval hearing for November 20, 2026. While the ultimate resolution of this matter is uncertain, the amounts accrued are recorded within accrued and other current liabilities and other liabilities on the condensed consolidated balance sheet and a corresponding charge was recognized on the condensed consolidated statement of operations, allocated between a reduction to revenue and general and administrative expenses as of September 30, 2026.

The Company is currently involved in a number of putative class actions, thousands of individual claims, including those brought in arbitration or compelled pursuant to the Company’s terms of service (“ToS”) to arbitration, matters brought, in whole or in part, as representative actions under California’s Private Attorneys General Act, Labor Code Section 2698, et seq., alleging that the Company misclassified drivers as independent contractors and other matters challenging the classification of drivers on the Company’s platform as independent contractors. The Company is also defending itself against allegations that the Company has failed to properly classify drivers and provide those drivers with sick leave and related benefits during the COVID-19 pandemic. The Company’s chances of success on the merits are still uncertain and any possible loss or range of loss cannot be reasonably estimated.

The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters. However, results of litigation, arbitration and regulatory actions are inherently unpredictable and legal proceedings related to these driver claims, individually or in the aggregate, could have a material impact on the Company’s business, financial condition and results of operations. Regardless of the outcome, litigation and arbitration of these matters can have an adverse impact on the Company because of defense and settlement costs individually and in the aggregate, diversion of management resources and other factors.

Unemployment Insurance Assessment

The Company is involved in administrative audits with various state employment agencies, including audits related to driver classification, in Oregon, Wisconsin, Illinois, New York, Pennsylvania and New Jersey. The Company believes that drivers are properly classified as independent contractors and plans to vigorously contest any adverse assessment or determination. The Company’s chances of success on the merits are still uncertain. The Company accrues for liabilities that may result from assessments by, or any negotiated agreements with, these employment agencies when a loss is probable and reasonably estimable, and the expense is recorded to general and administrative expenses.

In 2018, the New Jersey Department of Labor & Workforce Development (“NJDOL”) opened an audit reviewing whether drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply for the period from 2014 through 2017, for which the Company paid under protest in August 2025. In 2022, the NJDOL initiated an audit for 2018 through 2021, and subsequently issued an assessment. While the ultimate resolution of this assessment is uncertain, the amount accrued for this matter is recorded within accrued and other current liabilities on the condensed consolidated balance sheets as of September 30, 2026.

In 2021, the New York State Department of Labor (“NYSDOL”) opened an audit reviewing whether drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply for 2019. The NYSDOL subsequently extended the audit back to 2016. On December 22, 2022, the Company received an assessment for the 2016 to 2019 time period and on December 27, 2023, the Company received a revised assessment covering 2016 to 2020. The Company has appealed these assessments. While the ultimate resolution of this matter is uncertain, the amount accrued for this matter is recorded within accrued and other current liabilities on the condensed consolidated balance sheets as of September 30, 2026.

Indirect Taxes

The Company is under audit by various tax authorities with regard to indirect tax matters. The subject matter of indirect tax audits primarily arises from disputes on tax treatment and tax rates applied to the sale of the Company’s services in these jurisdictions. The Company accrues indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when a loss is probable and reasonably estimable and the expense is recorded to general and administrative expenses.

The Company has been engaged in a dispute with the City and County of San Francisco regarding the application of gross receipts taxes to rideshare. The parties have reached a settlement agreement in principle, subject to requisite governmental approvals, to resolve this dispute.

Starting in June 2022, in compliance with local regulations, Transopco UK Ltd. (“Transopco”), a subsidiary of the Company, modified its private hire business model in London and began applying the Tour Operator Margin Scheme (“TOMS”) to its services, including value added tax (“VAT”). In June 2023, Transopco received assessments from His Majesty’s Revenue and Customs office in the U.K. (the “HMRC”) disputing the application of TOMS to Transopco’s services for the period from August 2022 to May 2024. Transopco appealed HMRC’s decision to the First-tier Tax Tribunal, and that appeal is currently pending. The Company disputes any allegations of wrongdoing for the periods through January 1, 2026. On January 2, 2026, new VAT rules went into effect where TOMS can no longer apply to taxi and private hire vehicles services. Accordingly, Transopco ceased applying TOMS after January 2, 2026.

Patent Litigation

The Company is currently involved in legal proceedings related to alleged infringement of patents and other intellectual property and, in the ordinary course of business, the Company receives correspondence from other purported holders of patents and other intellectual property offering to sell or license such property and/or asserting infringement of such property. While the ultimate resolution of these matters is uncertain, the Company accrues for losses that may result from these matters when a loss is probable and reasonably estimable.

Other Class Actions and Consumer Matters

From time to time, the Company becomes involved in putative class actions, investigations, and other matters alleging violations of consumer protection, civil rights, and other laws; antitrust and unfair competition laws such as California’s Cartwright Act, Unfair Practices Act and Unfair Competition Law; and the Americans with Disabilities Act (“ADA”), among others. In July 2024, the Company went to trial in federal court in New York to defend against a class action alleging ADA and New York law violations with respect to the Company’s wheelchair accessible vehicle (“WAV”) offerings, seeking injunctive and other relief, in Lowell v. Lyft, Inc. On September 30, 2024, the district court dismissed the suit and entered judgment in favor of the Company. The plaintiffs appealed to the Second Circuit Court of Appeals, which ruled in favor of the Company in August 2026. The plaintiffs may seek certiorari to the U.S. Supreme Court by November 25, 2026. Separately, in September 2026, the Department of Justice (“DOJ”) notified the Company of alleged violations of Title III of the ADA in connection with the accessibility of the Company’s platform for riders with disabilities. The Company is cooperating with the DOJ while seeking to resolve the matter. The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters. The Company’s chances of success on the merits are still uncertain and any possible loss or range of loss cannot be reasonably estimated.

Personal Injury and Other Safety Matters

In the ordinary course of the Company’s business, various parties have from time to time claimed, and may claim in the future, that the Company is liable for damages related to accidents or other incidents involving drivers, riders or renters using or who have used services offered on the Lyft Platform, as well as from third parties. The Company is currently named as a defendant in a number of matters related to accidents or other incidents involving drivers, riders, renters and third parties. The Company believes it has meritorious defenses, disputes the allegations of wrongdoing and intends to defend itself vigorously in these matters. There is no pending or threatened claim that has arisen from these accidents or incidents that individually, in the Company’s opinion, is likely to have a material impact on its business, financial condition or results of operations; however, results of litigation and claims are inherently unpredictable and legal proceedings related to such accidents or incidents, in the aggregate, could have a material impact on the Company’s business, financial condition and results of operations. For example, on January 17, 2020, the Superior Court of California, County of Los Angeles, granted the petition of multiple plaintiffs to coordinate their claims relating to alleged sexual assault or harassment by drivers on the Lyft Platform, and a Judicial Council Coordinated Proceeding has been created before the Superior Court of California, County of San Francisco, where the claims of multiple plaintiffs are currently pending. As another example, on February 5, 2026, the Judicial Panel on Multidistrict Litigation granted a petition to coordinate multiple individually filed actions that allege sexual assault or misconduct by drivers on the Lyft platform, and a Multi-District Litigation proceeding in its early stages has been formed in the Northern District of California, where the cases of multiple plaintiffs are currently pending. Other legal proceedings related to accidents, alleged sexual assault or harassment, or other safety incidents are pending in various jurisdictions and may similarly proceed to trial or final adjudication. Regardless of the outcome of these or other matters, litigation can have an adverse impact on the Company because of defense and settlement costs individually and in the aggregate, diversion of management resources and other factors. Although the Company intends to vigorously defend against these lawsuits, its chances of success on the merits are still uncertain as these matters are at various stages of litigation and present a wide range of potential outcomes. The Company accrues for losses that may result from these matters when a loss is probable and reasonably estimable.

Securities Litigation

From time to time, the Company has been and may become involved in putative class actions, investigations, and other matters alleging violations of securities laws, breaches of fiduciary duties, and other causes of actions relating to the Company’s securities, financial disclosures, corporate governance and/or offerings.

11. Debt

Outstanding debt obligations as of September 30, 2026 and December 31, 2025 were as follows (in thousands, except for percentages):

(1)This balance is included within accrued and other current liabilities on the condensed consolidated balance sheets and is primarily related to vehicles.

NANot applicable.

The following table sets forth the primary components of interest expense as reported on the condensed consolidated statements of operations (in thousands):

(1)There is no contractual interest expense related to the 2030 Notes as the 2030 Notes have a 0% interest rate.

Convertible Senior Notes due 2025

In May 2020, the Company issued $747.5 million aggregate principal amount of 1.50% convertible senior notes due 2025 (the “2025 Notes”). The net proceeds from this offering were approximately $733.2 million, after deducting the initial purchasers’ discounts and commissions and debt issuance costs. Prior to maturity, the 2025 Notes were senior unsecured obligations of the Company with interest payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020, at a rate of 1.50% per year.

In February 2024, the Company, through privately negotiated agreements in connection with the issuance of the 2029 Notes (as defined below), repurchased approximately $356.8 million in aggregate principal amount of 2025 Notes for an aggregate repurchase price of approximately $350.0 million. The Company recognized this repurchase as an extinguishment of debt and recorded a gain on extinguishment of $5.1 million in other income, net on the condensed consolidated statement of operations.

The 2025 Notes matured on May 15, 2025. Upon maturity, the Company fully settled the outstanding $390.7 million aggregate principal amount of 2025 Notes and $2.9 million of accrued interest in cash.

Convertible Senior Notes due 2029

In February 2024, the Company issued $460.0 million aggregate principal amount of 0.625% convertible senior notes due 2029 (the “2029 Notes”). The 2029 Notes mature on March 1, 2029, unless earlier converted, redeemed or repurchased. The 2029 Notes are senior unsecured obligations of the Company with interest payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024, at a rate of 0.625% per year. The net proceeds from this offering were approximately $448.2 million, after deducting the initial purchasers’ discounts and commissions and debt issuance costs. The 2029 Notes were not issued at a substantial premium, therefore, the Company did not recognize an equity component at issuance. The effective interest rate during the three months ended September 30, 2026 and 2025 was 1.16%.

Convertible Senior Notes due 2030

In September 2025, the Company issued $500.0 million aggregate principal amount of 0% convertible senior notes due 2030 (the “2030 Notes” together with 2025 Notes and 2029 Notes, the “Notes”). The 2030 Notes mature on September 15, 2030, unless earlier converted, redeemed or repurchased. The 2030 Notes are senior unsecured obligations of the Company that do not bear interest and the principal amount of the 2030 Notes will not accrete. The 2030 Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations and failure to timely remove the restrictive legend from the 2030 Notes. The net proceeds from this offering were approximately $487.8 million, after deducting the initial purchasers’ discounts and commissions and debt issuance costs. The 2030 Notes were not issued at a substantial premium, therefore, the Company did not recognize an equity component at issuance. The effective interest rate during the three months ended September 30, 2026 and 2025 was 0.49%.

The following table sets forth theconversion and redemption options with respect to the Notes outstanding as of September 30, 2026:

(1)The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indentures governing the 2029 Notes and 2030 Notes.

The Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding the applicable Free Conversion Date only under the following circumstances:

•During any fiscal quarter, if the last reported sale price of the Company’s Class A 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 fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•During thefive business day period after anyfive consecutive trading day period (the “measurement period”) in which the trading price (as defined in the applicable notes indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day;

•If the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•Upon the occurrence of specified corporate events.

On or after the applicable Free Conversion Date, the Notes will be convertible at the option of the holder until the close of business on the second scheduled trading day immediately preceding the applicable maturity date. Upon conversion, the Company will satisfy its conversion obligation by paying cash up to the aggregate principal amount of the Notes to be converted and by paying and/or delivering, as the case may be, cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the applicable notes indenture.

Holders of the Notes who convert their Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the applicable notes indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally in the event of a corporate event constituting a fundamental change (as defined in the applicable notes indenture), holders of the Notes may require the Company to repurchase all or a portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date.

During the three months ended September 30, 2026, the Notes did not meet any of the circumstances that would allow for a conversion.

Based on the last reported sale price of the Company’s Class A common stock on September 30, 2026, the if-converted value of the 2029 Notes and 2030 Notes was $327.5 million and $319.1 million, respectively, which would not exceed the outstanding principal amounts.

The net carrying amounts of the Notes outstanding were as follows (in thousands):

As of September 30, 2026, the total estimated fair value (which represents a Level 2 valuation) of the 2029 Notes and 2030 Notes was approximately $473.9 million and $480.3 million, respectively. The estimated fair value of the 2029 Notes and 2030 Notes was determined based on a market approach which was determined based on the actual bids and offers of the 2029 Notes and 2030 Notes in an over-the-counter market on the last trading day of the period.

The Notes are unsecured and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or restrictions on the issuance or repurchase of securities by the Company.

Capped Calls

In connection with the issuance of the 2025 Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates at a cost of approximately $132.7 million (the “2025 Capped Calls”). The cap price of the 2025 Capped Calls was initially $73.83 per share, subject to certain adjustments under the terms of the 2025 Capped Calls. The 2025 Capped Calls expired in May 2025.

In connection with the issuance of the 2029 Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions at a cost of approximately $47.9 million (the “2029 Capped Calls”). The cap price of the 2029 Capped Calls is initially $31.82 per share and is subject to certain adjustments under the terms of the 2029 Capped Calls.

In connection with the issuance of the 2030 Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions at a cost of approximately $42.0 million (the “2030 Capped Calls” and together with the 2025 Capped Calls and 2029 Capped Calls, the “Capped Calls”). The cap price of the 2030 Capped Calls is initially $33.60 per share and is subject to certain adjustments under the terms of the 2030 Capped Calls. The Company elected to integrate the 2030 Capped Calls with the 2030 Notes for federal income tax purposes. Accordingly, the gross cost of the 2030 Capped Calls is deductible for income tax purposes as original issue discount interest over the term of the 2030 Notes.

The Capped Calls initially cover, subject to anti-dilution adjustments, the number of shares of Class A common stock underlying the corresponding Notes sold in the offerings. The Capped Calls are generally expected to reduce the potential dilution to the Company’s Class A common stock (or, in the event a conversion of the Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Notes, the trading price of the Company’s Class A common stock price exceeds the conversion price of the corresponding Notes. The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to additional paid-in capital within the condensed consolidated balance sheets, along with the offsetting deferred tax impact of $11.1 million associated with the integration of the 2030 Capped Calls with the 2030 Notes.

Flexdrive Debt

The Company’s subsidiary, Flexdrive, has entered into various credit agreements, including a Loan and Security Agreement dated March 11, 2019 (as amended, “Non-revolving Loan”) and a Master Vehicle Acquisition Financing and Security Agreement dated February 7, 2020 (as amended, “Master Vehicle Loan”). Flexdrive’s ability to draw under the Non-revolving Loan expired on September 30, 2026. The maximum principal amount to purchase vehicles under the Master Vehicle Loan was $50.0 million, with an option to request advances above the maximum, which were requested by Flexdrive and granted by the lender. The fair value of the Non-revolving Loan was immaterial as of December 31, 2025. The fair values of the Master Vehicle Loan were $106.8 million and $113.4 million, respectively, as of September 30, 2026 and December 31, 2025. These were determined based on quoted prices in markets that are not active, which are considered a Level 2 valuation input.

Flexdrive has a Vehicle Procurement Agreement (“VPA”) with a third-party vehicle procurement provider, which includes services such as providing interim financing. As of September 30, 2026, there was $42.4 million of outstanding borrowings from interim financings under the VPA, which is included within accrued and other current liabilities on the condensed consolidated balance sheets.

All credit agreements are secured by vehicles financed under the respective facilities, with Lyft guaranteeing Flexdrive’s payment obligations under each. The Company was in compliance with all the applicable covenants as of September 30, 2026.

Revolving Credit Facility

On November 3, 2022, Lyft, Inc. entered into a revolving credit agreement (as most recently amended on February 21, 2024, the “Revolving Credit Agreement”). The Revolving Credit Agreement provides the Company with a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $420.0 million that matures on November 3, 2027. Subject to certain conditions precedent, the Revolving Credit Agreement also grants the Company the option to increase the commitment under the Revolving Credit Facility by or obtain incremental term loans in an aggregate principal amount of up to $300.0 million, plus, after June 30, 2024, an unlimited amount so long as the senior secured leverage ratio does not exceed 2.50:1.00. The Revolving Credit Facility provides for borrowings up to the amount of the facility, with a sublimit of $168 million for the issuance of letters of credit.

Under the Revolving Credit Agreement, loans bear interest, at the Company’s option, at an annual rate equal to either (i) the sum of (x) the Adjusted Term SOFR Rate (as defined in the Revolving Credit Agreement) plus (y) a variable rate based on the Company’s total leverage ratio, ranging from 1.50% to 2.25% or (ii) the sum of (x) the highest of (A) the rate of interest last quoted by The Wall Street Journal as the prime rate in effect in the United States, (B) the greater of the rate calculated by the Federal Reserve Bank of New York as the federal funds effective rate or the rate that is published by the Federal Reserve Bank of New York as the overnight bank funding rate, in either case, plus 0.50%, and (C) the one-month Adjusted Term SOFR Rate plus 1.00% and (y) a variable rate based on the Company’s total leverage ratio, ranging from 0.05% to 1.25%. The Company is required to pay a commitment fee between 0.225% and 0.375%, depending on the Company’s total leverage ratio, per annum on the undrawn portion available under the Revolving Credit Facility.

The Revolving Credit Agreement contains customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, restrict the Company and its restricted subsidiaries’ ability to incur additional indebtedness, create liens, merge or consolidate or make certain dispositions, pay dividends and make distributions or other restricted payments, engage in transactions with affiliates, and make certain investments and acquisitions. The Revolving Credit Agreement also contains certain financial covenants that require the Company to maintain net leverage ratio, and fixed charge coverage ratio. The Revolving Credit Agreement also contains customary events of default. Non-compliance with one or more of the covenants and restrictions or the occurrence of an event of default could result in the full or partial principal balance of the Revolving Credit Agreement becoming immediately due and payable and termination of the commitments.

The Company’s obligations under the Revolving Credit Agreement are guaranteed by certain of the Company’s present and future material domestic subsidiaries. The Company’s obligations under, and each guarantor’s obligations under its guaranty of, the Revolving Credit Agreement are secured by a first priority interest on substantially all of the Company’s or such guarantor’s respective assets.

As of September 30, 2026, the Company was in compliance with all covenants related to the Revolving Credit Agreement and no amounts had been drawn under the Revolving Credit Agreement.

12. Common Stock

Share Repurchase Programs

In February 2025, the Company’s board of directors authorized a share repurchase program for up to $500 million of the Company’s Class A common stock (the “2025 Share Repurchase Program”) and authorized an increase to the 2025 Share Repurchase Program of an additional $250 million of the Company’s Class A common stock in May 2025, for a total overall authorization of up to $750 million.

In February 2026, the Company’s board of directors authorized an additional share repurchase program for up to $1.0 billion of the Company’s Class A common stock (the “2026 Share Repurchase Program” together with the 2025 Share Repurchase Program, the “Share Repurchase Programs”).

Under the Share Repurchase Programs, repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The Share Repurchase Programs have no set expiration and do not obligate the Company to acquire any particular amount of its Class A common stock and may be suspended at any time at the Company’s discretion. The timing and number of shares repurchased will depend on a variety of factors, including the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.

During the three and nine months ended September 30, 2026, the Company repurchased and subsequently retired 3.1 million and 31.6 million shares of Class A common stock, for an aggregate amount of $50.0 million and $450.0 million, respectively, excluding broker commissions and fees, which were not material. During the three and nine months ended September 30, 2025, the Company repurchased and subsequently retired 12.8 million and 25.5 million shares of Class A common stock, respectively, for an aggregate amount of $200.0 million and $400.0 million, respectively, excluding broker commissions and fees, which were not material. Included within this amount is the repurchase of 5.7 million shares of Class A common stock which were repurchased in September 2025 in connection with the issuance of the 2030 Notes for an aggregate amount of $95.7 million. The shares were repurchased at fair value with the par value of the shares retired charged against common stock and the remaining repurchase price allocated to additional paid-in capital on the condensed consolidated balance sheets. As of March 31, 2026, the 2025 Share Repurchase Program was complete and as of September 30, 2026, the Company had $800.0 million available to repurchase shares pursuant to the 2026 Share Repurchase Program.

The Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The excise tax on net share repurchases is accrued and recorded to additional paid-in capital on the condensed consolidated balance sheets. During the three and nine months ended September 30, 2026 and 2025, the excise tax was not material.

Common Stock Conversion

During the third quarter of 2025, shareholders voluntarily converted 8.5 million shares of Class B common stock, which constituted all of the Company’s outstanding shares of Class B common stock, into shares of Class A common stock on a one-for-one basis. Following the conversion, no shares of Class B common stock were outstanding and no additional shares of Class B common stock could be issued.

In June 2026, the Company amended and restated the Certificate of Incorporation, eliminating the Class B common stock and reducing the total number of authorized shares of capital stock by 87.2 million.

Equity Award Plans

The Company currently maintains two equity award plans that provide for the issuance of shares of common stock to officers, directors, and other employees of the Company: the 2019 Equity Incentive Plan (the “2019 Plan”) and the 2019 Employee Stock Purchase Plan (the “ESPP”). These plans provide for the issuance of restricted stock units (“RSU”), performance-based restricted stock units (“PSU”), stock options and stock appreciation rights.

Restricted Stock Units and Performance-based Restricted Stock Units

The summary of RSU and PSU activity is as follows (in thousands, except per share data):

As of September 30, 2026, the total unrecognized compensation cost was $177.7 million related to all unvested awards. The Company expects to recognize this expense over the remaining weighted-average period of approximately nine months. All RSUs vest on the satisfaction of a service-based condition only.

Included in the grants for the nine months ended September 30, 2026 are 1.5 million shares of PSUs. These PSUs are divided into individual performance milestones and vesting tranches tied to the Company’s stock performance. All PSUs are subject to a continuous service condition in addition to certain performance criteria.

13. Income Taxes

The Company’s tax provision for interim periods is determined based on its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. Each quarter, the Company updates its estimated annual effective tax rate and, if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment to tax expense or benefit in the period. The estimated annual effective tax rate differs from the U.S. statutory tax rate primarily due to the impacts of valuation allowance on certain foreign losses, non-deductible expenses, federal research and development credits, and changes in uncertain tax positions.

The Company recorded a provision for (benefit from) income taxes of $15.6 million and $49.2 million for the three and nine months ended September 30, 2026, respectively, and $(2.0) million and $5.5 million for the three and nine months ended September 30, 2025, respectively. The effective tax rate was 266.1% and 47.3% for the three and nine months ended September 30, 2026, respectively, and (4.4)% and 5.8% for the three and nine months ended September 30, 2025, respectively. The provision for income taxes for the three and nine months ended September 30, 2026 was primarily attributable to pre-tax book income in the U.S. resulting in federal and state income taxes and non-deductible costs related to legal settlements, partially offset by losses generated in non-U.S. jurisdictions for which a tax benefit can be realized. The benefit from income taxes for the three months ended September 30, 2025 was primarily attributable to adjustments reflecting certain state conformity to the One Big Beautiful Bill Act (“OBBBA”) and tax benefits realized on losses generated in non-U.S. jurisdictions. The provision for income taxes for the nine months ended September 30, 2025 was primarily attributable to pre-tax book income in the U.S. resulting in state income taxes offset by losses generated in non-U.S. jurisdictions for which a tax benefit can be realized.

The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will be realized.

Based on all available positive and negative evidence, the Company continues to maintain a valuation allowance against its California research and development (“R&D”) credits, as it believes it is not more-likely-than-not to be realized, as the Company expects R&D tax credit generation to exceed its ability to use these credits in future periods. In addition, the Company continues to maintain a valuation allowance against the deferred tax assets in some foreign jurisdictions.

14. Net (Loss) Income Per Share Attributable to Common Stockholders

Basic net (loss) income per share attributable to common stockholders is computed by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding during the period. The diluted net (loss) income per share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For diluted net (loss) income per share attributable to common stockholders, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if-converted method, as applicable. For purposes of this calculation, RSUs, PSUs, the Notes, and stock purchase rights granted under the Company’s ESPP are considered to be common stock equivalents but are excluded from the calculation of diluted net (loss) income per share attributable to common stockholders when including them has an anti-dilutive effect. Basic and diluted net (loss) income per share attributable to common stockholders are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.

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

The following potentially dilutive outstanding shares were excluded from the computation of diluted net (loss) income per share attributable to common stockholders for the periods presented because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):

(1)In connection with the issuance of the Notes, the Company entered into the Capped Calls, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive. In addition, the Capped Calls are expected to reduce the potential dilution to the Company’s Class A common stock (or, in the event a conversion of the Notes is settled in cash, to reduce the cash payment obligation) in the event that at the time of conversion of the Notes the Company’s Class A common stock price exceeds the conversion prices of the Notes. Refer to Note 11 “Debt” to the condensed consolidated financial statements for further information.