Lyft Inc

Previous wording

Our offerings on the Lyft App include an expanded set of transportation modes in select cities, such as access to a network of shared bikes and scooters (“Light Vehicles”) for shorter rides and first-mile and last-mile legs of multimodal trips.

Current wording

Today, Lyft is one of the largest multimodal transportation networks in the United States and Canada. Our established, scaled network of users is brought together by our robust technology platform (the “Lyft Platform”) that powers rides and connections every day. Our Lyft mobile application (the “Lyft App”) connects riders with drivers for on-demand ride services and supports a variety of other multimodal mobility solutions. Our offerings on the Lyft App include an expanded set of transportation modes in select cities, such as access to a network of shared bikes and scooters (“Light Vehicles”) for shorter rides and first-mile and last-mile legs of multimodal trips.

Previous wording

Substantially all of our revenue is generated from our ridesharing marketplace that connects drivers and riders. We collect service fees and commissions from drivers for their use of our ridesharing marketplace. As drivers accept more rider leads, Gross Bookings and Rides increase, driving more revenue. We also generate revenue from licensing and data access agreements, the sale of bikes and bike station software and hardware sales, advertising services, riders renting Light Vehicles, drivers renting vehicles through Express Drive and by making our ridesharing marketplace available to organizations through our Lyft Business offerings, such as our Concierge and Lyft Pass programs.

Current wording

Substantially all of our revenue is generated from our ridesharing marketplace that connects drivers and riders. We collect service fees and commissions from drivers for their use of our ridesharing marketplace. We also generate revenue from licensing and data access agreements, the sale of bikes and bike station software and hardware, advertising services, riders renting Light Vehicles, drivers renting vehicles through Express Drive and by making our ridesharing marketplace available to organizations through our Lyft Business offerings.

Previous wording

Financial and Operational Results for the Three Months Ended September 30, 2024

Current wording

Financial and Operational Results for the Three Months Ended March 31, 2025 and 2024

Previous wording

(2)Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment and scooter fleet.

Current wording

(2)Free cash flow is defined as net cash provided by operating activities less purchases of property and equipment and scooter fleet.

Previous wording

The increase in Gross Bookings in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was due primarily to Rides growth which benefited from increased ride frequency, which is demonstrated by Rides growth exceeding Active Riders growth, and continued improvements in marketplace health.

Current wording

The increase in Gross Bookings in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was due primarily to Rides growth which benefited from continued improvements in marketplace health resulting in an increase in Active Riders and increased ride frequency, which is demonstrated by Rides growth exceeding Active Riders growth.

Previous wording

Revenue consists of revenue recognized from fees paid by drivers for use of our Lyft Platform offerings, Concierge platform fees from organizations that use our Concierge offering, subscription fees paid by riders to access transportation options through the Lyft Platform, revenue from bikes and bike station hardware and software sales, revenue from licensing and data access agreements and revenue from arrangements to provide advertising services to third parties that are interested in reaching users of our platform. Revenue derived from these offerings is recognized in accordance with ASC 606 as described in the Critical Accounting Estimates above and in Note 2 of the notes to our condensed consolidated financial statements.

Current wording

Revenue consists of revenue recognized from fees paid by drivers for use of our Lyft Platform offerings, Concierge platform fees from organizations that use our Concierge offering, subscription fees paid by riders to access transportation options through the Lyft Platform, revenue from bikes and bike station hardware and software sales, revenue from licensing and data access agreements and revenue from arrangements to provide advertising services to third parties that are interested in reaching users of our platform. Revenue derived from these offerings is recognized in accordance with ASC 606 as described in the Critical Accounting Estimates and in Note 2 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

Revenue also consists of rental revenues recognized through leases or subleases primarily from Flexdrive and our network of Light Vehicles, which includes revenue generated from single-use ride fees paid by riders of Light Vehicles. Revenue derived from these offerings is recognized in accordance with ASC 842 as described in the Critical Accounting Estimates above and in Note 2 of the notes to our condensed consolidated financial statements.

Current wording

Revenue also consists of rental revenues recognized through leases or subleases primarily from our wholly-owned subsidiary, Flexdrive Services, LLC ("Flexdrive") and our network of Light Vehicles, which includes revenue generated from single-use ride fees paid by riders of Light Vehicles. Revenue derived from these offerings is recognized in accordance with ASC 842 as described in the Critical Accounting Estimates and in Note 2 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

Cost of revenue primarily consists of costs directly related to revenue generating transactions through our multimodal platform which primarily includes insurance costs, payment processing charges, and other costs. Insurance costs consist of insurance generally required under TNC and city regulations for ridesharing, and bike and scooter rentals and also includes occupational hazard insurance for drivers. Payment processing charges include merchant fees, chargebacks and failed charges. Other costs included in cost of revenue are hosting and platform-related technology costs, personnel-related compensation costs, depreciation, amortization of technology-related intangible assets, asset write-off charges and costs related to Flexdrive, which include vehicle lease expenses and remarketing gains and losses related to the sale of vehicles. Gross profit is defined as revenue less cost of revenue.

Current wording

Cost of revenue primarily consists of costs directly related to revenue generating transactions through our multimodal platform which primarily includes insurance costs, payment processing charges, and other costs. Insurance costs consist of insurance generally required under transportation network company ("TNC") and city regulations for ridesharing, and bike and scooter rentals and also include occupational hazard insurance for drivers. Payment processing charges include merchant fees, chargebacks and failed charges. Other costs included in cost of revenue are hosting and platform-related technology costs, personnel-related compensation costs, depreciation, amortization of technology-related intangible assets, asset write-off charges and costs related to Flexdrive, which include vehicle lease expenses and remarketing gains and losses related to the sale of vehicles.

Previous wording

Operations and support expenses primarily consist of personnel-related compensation costs of local operations teams and teams who provide phone, email and chat support to users, Light Vehicle fleet operations support costs, driver background checks and onboarding costs, fees paid to third-parties providing operations support, facilities costs and certain car rental fleet support costs. Light Vehicle fleet operations support costs include general repairs and maintenance, and other customer support activities related to repositioning bikes and scooters for rider convenience, cleaning and safety checks.

Current wording

Operations and support expenses primarily consist of personnel-related compensation costs of local operations teams and teams who provide phone, email and chat support to users, Light Vehicle fleet operations support costs, driver background checks and onboarding costs, fees paid to third-parties providing operations support, facility costs and certain car rental fleet support costs. Light Vehicle fleet operations support costs include general repairs and maintenance, and other customer support activities related to repositioning bikes and scooters for rider convenience, cleaning and safety checks.

Previous wording

General and administrative expenses primarily consist of personnel-related compensation costs, professional services fees, certain insurance costs that are generally not required under TNC regulations, certain loss contingency expenses including legal accruals and settlements, insurance claims administrative fees, policy spend, depreciation, facilities costs and other corporate costs. General and administrative expenses are expensed as incurred.

Current wording

General and administrative expenses primarily consist of personnel-related compensation costs, professional services fees, certain insurance costs that are generally not required under TNC regulations, certain loss contingency expenses including legal accruals and settlements, insurance claims administrative fees, policy spend, depreciation, facility costs and other corporate costs. General and administrative expenses are expensed as incurred.

Previous wording

Other income (expense), net consists primarily of interest earned on our cash and cash equivalents, sublease income and restricted and unrestricted short-term investments.

Current wording

Other income (expense), net consists primarily of interest earned on our cash, cash equivalents and restricted and unrestricted investments.

Previous wording

We have a valuation allowance for our U.S. deferred tax assets, including federal and state net operating loss carryforwards, or NOLs. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our federal and state deferred tax assets will be realized.

Current wording

We have a valuation allowance for our U.S. deferred tax assets, including federal and state net operating loss carryforwards. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our federal and state deferred tax assets will be realized. However, based on our current and anticipated future earnings, our management believes it is reasonably possible that sufficient positive evidence of sustained U.S. profitability may become available in the foreseeable future to reach a conclusion that the U.S. valuation allowance will no longer be needed. The timing and amount of the valuation allowance release could vary based on the level of profitability that we are actually able to achieve. A release of all or a portion of the valuation allowance would result in the recognition of certain deferred tax assets and a material income tax benefit for the period in which such release is recorded.

Previous wording

Comparison of the three and nine months ended September 30, 2024 to the three and nine months ended September 30, 2023

Current wording

Comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024

Previous wording

Revenue increased $365.1 million, or 32%, in the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, due primarily to an increase of 16% in Rides and 9% in Active Riders as we benefited from increased ride frequency, which is demonstrated by Rides growth exceeding Active Riders growth, and continued improvements in marketplace health. Investments in driver supply, which are recorded as a reduction to revenue, decreased by $79.1 million for the quarter ended September 30, 2024 as compared to the same quarter in the prior year as driver supply on the platform benefited from organic growth and drivers spending more time on the platform.

Current wording

Revenue increased $173.0 million, or 14%, in the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, due primarily to an increase of 16% in Rides and 11% in Active Riders as we benefited from increased ride frequency, which is demonstrated by Rides growth exceeding Active Riders growth, and continued improvements in marketplace health. Investments in driver supply, which are recorded as a reduction to revenue, decreased by $22.5 million for the quarter ended March 31, 2025 as compared to the same quarter in the prior year as driver supply on the platform benefited from organic growth and drivers spending more time on the platform.

Previous wording

Cost of revenue increased $663.0 million, or 37%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was due primarily to a $571.4 million increase in insurance costs driven by recent economic factors including the high inflationary environment, increased litigation, and higher than expected paid losses across the commercial auto industry as well as an increase in ride volume. There was also a $61.8 million increase in transaction fees driven by higher ride volume and a $29.2 million increase in restructuring costs in 2024 compared to 2023.

Current wording

Cost of revenue increased $107.5 million, or 14%, in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The increase was due primarily to a $99.6 million increase in insurance costs driven by higher costs per mile paired with increased ride volume. There was also a $5.5 million increase in transaction fees driven by higher ride volume.

Previous wording

We expect to see cost of revenue increase in the near term on a year-over-year basis due to higher insurance costs driven by the renewals of our third party insurance agreements.

Current wording

We expect to see cost of revenue increase in the near term on a year-over-year basis due to higher insurance costs driven by recent economic factors and the renewals of our third party insurance agreements.

Previous wording

Operations and support expenses increased $10.9 million, or 3%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was due primarily to increases of $16.9 million in driver onboarding costs and rider and driver support costs, $13.2 million in Light Vehicle fleet operations support costs and $10.3 million Flexdrive related costs. These increases were partially offset by a $19.7 million decrease in facilities costs, a $6.4 million decrease in stock-based compensation, a $4.2 million decrease in personnel-related costs and a $3.9 million decrease in depreciation driven by restructuring events initiated in prior years, which included reductions in headcount and the cease use of certain facilities.

Current wording

Operations and support expenses increased $3.3 million, or 3% in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Previous wording

Sales and marketing expenses increased $85.8 million, or 66%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was primarily due to a $69.1 million increase in rider, driver and Light Vehicle rider incentive programs due to investments in rider engagement and a $9.7 million increase in advertising expenses related to brand and other marketing.

Current wording

Sales and marketing expenses increased $36.5 million, or 25%, in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The increase was primarily due to a $25.4 million increase in rider, driver and Light Vehicle rider incentive programs due to investments in rider engagement, a $10.3 million increase in partnership rebates and an $8.5 million increase in rider refunds. These increases were partially offset by a $9.7 million decrease in driver and rider programs.

Previous wording

General and administrative expenses increased $58.1 million, or 30%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was primarily due to a net increase of $29.9 million in certain loss contingencies including legal and tax accruals and settlements inclusive of a $14.2 million tax accrual release in the third quarter of 2024, $27.4 million in an accrual for self-retained general business liabilities and $5.1 million in consulting and advisory costs.

Current wording

General and administrative expenses decreased $21.0 million, or 9%, in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The decrease was primarily due to a net decrease of $35.0 million in certain loss contingencies related to tax accrual and legal settlements. This decrease was partially offset by a $9.2 million increase in consulting and advisory costs and an $8.1 million increase in an accrual for self-retained general business liabilities.

Previous wording

Operations and support expenses were relatively flat in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Operations and support expenses included a $5.2 million decrease in facilities costs and a $3.5 million decrease in Light Vehicle fleet operations support costs. These decreases were partially offset by a $3.4 million increase in Flexdrive related costs.

Current wording

Other income (expense), net was relatively flat in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Previous wording

(2)Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment and scooter fleet.

Current wording

(2)Free cash flow is defined as net cash provided by operating activities less purchases of property and equipment and scooter fleet.

Previous wording

Adjusted EBITDA is a key performance measure and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is a key metric, both of which our management uses to assess our operating performance and the operating leverage in our business. Because Adjusted EBITDA and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes. Net loss is the most directly comparable financial measure to Adjusted EBITDA.

Current wording

Adjusted EBITDA is a key performance measure and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is a key metric, both of which our management uses to assess our operating performance and the operating leverage in our business. Because Adjusted EBITDA and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes. Net income (loss) is the most directly comparable financial measure to Adjusted EBITDA.

Previous wording

We calculate Adjusted EBITDA as net loss, adjusted for:

Current wording

We calculate Adjusted EBITDA as net income (loss), adjusted for:

Previous wording

•costs related to acquisitions and divestitures, if any; and

Current wording

•costs related to acquisitions, divestitures and other corporate matters, if any; and

Previous wording

We sublease certain office space and earn sublease income. Sublease income is included within other income, net on our condensed consolidated statement of operations, while the related lease expense is included within operating expenses and loss from operations. We believe the adjustment to include sublease income to Adjusted EBITDA is useful to investors by enabling them to better assess our operating performance, including the benefits of recent transactions, by presenting sublease income as a contra-expense to the related lease charges within our operating expenses.

Current wording

We sublease certain office space and earn sublease income. Sublease income is included within other income, net on our condensed consolidated statement of operations, while the related lease expense is included within operating expenses and loss from operations. We believe the adjustment to include sublease income in Adjusted EBITDA is useful to investors by enabling them to better assess our operating performance, including the benefits of recent transactions, by presenting sublease income as a contra-expense to the related lease charges within our operating expenses.

Previous wording

For more information regarding the limitations of Adjusted EBITDA, Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) and a reconciliation of net loss to Adjusted EBITDA, see the section titled “Reconciliation of Non-GAAP Financial Measures”.

Current wording

For more information regarding the limitations of Adjusted EBITDA, Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Reconciliation of Non-GAAP Financial Measures”.

Previous wording

Net loss is the most directly comparable financial measure to Adjusted EBITDA. The following table provides a reconciliation of net loss to Adjusted EBITDA (in millions):

Current wording

Net income (loss) is the most directly comparable financial measure to Adjusted EBITDA. The following table provides a reconciliation of net income (loss) to Adjusted EBITDA (in millions):

Previous wording

(1)Includes $1.5 million and $4.4 million related to the interest component of vehicle-related finance leases in the three and nine months ended September 30, 2024, respectively. Includes $1.1 million and $2.2 million related to the interest component of vehicle-related finance leases in the three and nine months ended September 30, 2023. Refer to Note 5 “Leases” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding the interest component of vehicle-related finance leases.

Current wording

(1)Includes $1.3 million and $1.4 million related to the interest component of vehicle related finance leases within cost of revenue in the three months ended March 31, 2025 and 2024, respectively. Refer to Note 7 “Leases” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding the interest component of vehicle related finance leases.

Previous wording

Net cash provided by (used in) operating activities is the most directly comparable financial measure to free cash flow. The following table provides a reconciliation of net cash provided by (used in) operating activities to free cash flow (in millions):

Current wording

Net cash provided by operating activities is the most directly comparable financial measure to free cash flow. The following table provides a reconciliation of net cash provided by operating activities to free cash flow (in millions):

Previous wording

Cash provided by operating activities was $696.4 million for the nine months ended September 30, 2024, which consisted of a net loss of $(38.9) million primarily offset by changes in working capital of $423.0 million. The year over year improvement to net loss for the nine months ended September 30, 2024, from $(314.0) million to $(38.9) million was a result of increase in our revenues and the actions we have taken to reduce our operating expenses. Net loss was also offset by non-cash adjustments for stock-based compensation expense of $254.8 million, which decreased year over year due to a reduction in headcount driven by the restructuring activities initiated in prior years, and depreciation and amortization expense of $115.2 million. The changes in working capital were primarily driven by insurance, which saw (i) an increase in our insurance reserves due to a rise in commercial auto insurance rates on a per mile basis compared to the prior year, an increase in ride volume in 2024 compared to previous periods and strategic risk management decisions to retain additional risk in certain markets, (ii) an increase in accounts payable which was primarily due to the timing of insurance claim payments and (iii) an increase in insurance-related accruals. There was also an increase in certain loss contingencies including legal and tax accruals. These were partially offset by (i) increases to prepaid expenses for deposits related to our annual insurance renewals and (ii) a decrease to our operating lease liabilities related to ordinary payments for our real estate operating leases.

Current wording

Cash provided by operating activities was $156.2 million for the three months ended March 31, 2024, which consisted of a net loss of $31.5 million primarily offset by changes in working capital of $97.4 million. The year over year decrease in net loss from $187.6 million to $31.5 million was a result of increase in our revenues and the actions we have taken to reduce our operating expenses. Net loss was also offset by non-cash adjustments for stock-based compensation expense of $80.1 million, which decreased year over year due to a reduction in headcount driven by the restructuring activities initiated in prior years, and depreciation and amortization expense of $32.4 million. The changes in working capital were primarily driven by insurance, which saw (i) an increase in our insurance reserves due to a rise in commercial auto insurance rates on a per mile basis compared to the prior year and an increase in ride volume in the first quarter of 2024 compared to previous quarters and (ii) an increase in accounts payable which was primarily due to the timing of insurance claim payments.

Previous wording

Cash provided by investing activities was $706.8 million for the nine months ended September 30, 2023, which primarily consisted of proceeds from sales and maturities of marketable securities of $3.1 billion. This was partially offset by purchases of marketable securities of $2.4 billion.

Current wording

Cash provided by investing activities was $65.7 million for the three months ended March 31, 2025, which primarily consisted of proceeds from sales and maturities of marketable securities of $1.1 billion, partially offset by purchases of marketable securities of $1.0 billion.

Previous wording

Cash used in investing activities was $323.9 million for the nine months ended September 30, 2024, which primarily consisted of purchases of marketable securities of $3.0 billion partially offset by proceeds from sales and maturities of marketable securities of $2.7 billion.

Current wording

Cash used in investing activities was $242.1 million for the three months ended March 31, 2024, which primarily consisted of proceeds from sales and maturities of marketable securities of $0.9 billion. This was partially offset by purchases of marketable securities of $1.1 billion.

Previous wording

Cash used in financing activities was $106.1 million for the nine months ended September 30, 2023, which primarily consisted of repayment of loans of $60.5 million and principal payments on finance lease obligations of $35.9 million.

Current wording

Cash used in financing activities was $51.7 million for the three months ended March 31, 2025, which primarily consisted of taxes paid related to net share settlement of equity awards of $24.3 million, repayment of loans of $16.5 million and principal payments on finance lease obligations of $10.9 million.

Previous wording

Cash used in financing activities was $102.3 million for the nine months ended September 30, 2024, which primarily consisted of repayment of loans of $61.8 million and principal payments on finance lease obligations of $35.4 million. This also included a net cash inflow of $0.2 million related to transactions related to the issuance of our 2029 Notes which included $460.0 million in proceeds from the issuance of the 2029 Notes and expenditures of $350.0 million related to the settlement of the 2025 Notes, $50.0 million related to the repurchase of Class A common stock, $47.9 million related to the purchase of capped calls and $11.9 million in payments of debt issuance costs.

Current wording

Cash used in financing activities was $31.4 million for the three months ended March 31, 2024, which primarily consisted of repayment of loans of $20.6 million and principal payments on finance lease obligations of $11.5 million. This also included a net cash inflow of $0.2 million related to transactions related to the issuance of our 2029 Notes which included $460.0 million in proceeds from the issuance of the 2029 Notes and expenditures of $350.0 million related to the settlement of the 2025 Notes, $50.0 million related to the repurchase of Class A Common Stock, $47.9 million related to the purchase of capped calls and $11.9 million in payments of debt issuance costs.

Previous wording

As of September 30, 2024, our principal sources of liquidity were cash and cash equivalents of approximately $770.3 million and short-term investments of approximately $1.2 billion, exclusive of restricted cash, cash equivalents and investments of $1.5 billion, and a revolving credit facility in an aggregate principal amount of $420.0 million as described below. Cash and cash equivalents consisted of institutional money market funds, certificates of deposits, commercial paper, corporate bonds and U.S. government and agency securities that have an original maturity of less than three months and are readily convertible into known amounts of cash. Also included in cash and cash equivalents are certain money market deposit accounts and cash in transit from payment processors for credit and debit card transactions. Short-term investments consisted of commercial paper, certificates of deposit, corporate bonds, term deposits and U.S. government and agency securities, which mature in 12 months or less. Restricted cash, cash equivalents and investments consisted primarily of amounts held in separate trust accounts and restricted bank accounts as collateral for insurance purposes. That portion of our cash and cash equivalents that is not invested is held at several large financial institutions and our investments are focused on the preservation of capital, fulfillment of our liquidity needs, and maximization of investment performance within the parameters set forth in our investment policy and subject to market conditions. The investment policy sets forth credit rating minimums, permissible allocations, and limits our exposure to specific investment types. We believe these policies mitigate our exposure to any risk concentrations.

Current wording

As of March 31, 2025, our principal sources of liquidity were cash and cash equivalents of approximately $985.5 million and short-term investments of approximately $1.2 billion, exclusive of restricted cash, cash equivalents and investments of $1.6 billion, and a revolving credit facility in an aggregate principal amount of $420.0 million as described below. The portion of our cash and cash equivalents that is not invested is held at several large financial institutions and our investments are focused on the preservation of capital, fulfillment of our liquidity needs, and maximization of investment performance within the parameters set forth in our investment policy and subject to market conditions. The investment policy sets forth credit rating minimums, permissible allocations, and limits our exposure to specific investment types. We believe these policies mitigate our exposure to any risk concentrations.

Previous wording

On November 3, 2022, we entered into a Revolving Credit Agreement with certain lenders which provides for a $420 million senior secured revolving secured credit facility ("Revolving Credit Facility") maturing on the earlier of (i) November 3, 2027 and (ii) February 13, 2025, if, as of such date, our Liquidity (as defined in the Revolving Credit Agreement) minus the aggregate principal amount of the 2025 Notes outstanding on such date is less than $1.25 billion. We are obligated to pay interest on loans under the Revolving Credit Facility and other customary fees for a credit facility of this size and type, including an upfront fee and an unused commitment fee. The interest rate for the Revolving Credit Facility is determined based on calculations using certain market rates as set forth in the Revolving Credit Agreement. In addition, the Revolving Credit Facility contains restrictions on payments including cash payments of dividends. 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. We entered into Amendment No. 1 to the Revolving Credit Facility on December 12, 2023 and Amendment No. 2 on February 21, 2024 which amended the existing agreement to, among other things: (a) solely for the purposes of the financial covenant test, replace total leverage with total net leverage, which allows us to subtract the lesser of (i)(x) to the extent free cash flow for the most recently ended trailing four quarters is greater than $100.0 million, $300.0 million and (y) otherwise, $200.0 million and (ii) the amount of unrestricted cash and cash equivalents (as defined in the Amended Agreement) on our condensed consolidated balance sheets as of the calculation date and (b) permit us to repurchase up to a specified amount of our common stock with the proceeds of a convertible note offering.

Current wording

On November 3, 2022, we entered into a Revolving Credit Agreement with certain lenders which provides for a $420 million senior secured revolving credit facility (as amended to date, the “Revolving Credit Facility”) maturing on November 3, 2027 or February 13, 2025, if, as of February 13, 2025, our Liquidity (as defined in the Revolving Credit Agreement) minus the aggregate principal amount of the 2025 Notes outstanding on such date was less than $1.25 billion. Our Liquidity (minus the aggregate principal amount of the 2025 Notes outstanding) was not less than $1.25 billion as of February 13, 2025. As such, the Revolving Credit Facility did not mature on such date based on the terms of the Revolving Credit Agreement. We are obligated to pay interest on loans under the Revolving Credit Facility and other customary fees for a credit facility of this size and type, including an unused commitment fee. The interest rate for the Revolving Credit Facility is determined based on calculations using certain market rates as set forth in the Revolving Credit Agreement. In addition, the Revolving Credit Facility contains customary covenants, including restrictions on payments such as cash payments of dividends. 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. We entered into Amendment No. 1 to the Revolving Credit Agreement on December 12, 2023 and Amendment No. 2 on February 21, 2024 and such amendments amended the existing agreement to, among other things: (a) solely for the purposes of the financial covenant test, replace total leverage with total net leverage, which allows us to subtract the lesser of (i)(x) to the extent free cash flow for the most recently ended trailing four quarters is greater than $100.0 million, $300.0 million and (y) otherwise, $200.0 million and (ii) the amount of unrestricted cash and cash equivalents (as defined in the Amended Agreement) on our consolidated balance sheets as of the calculation date and (b) permit us to repurchase up to a specified amount of our common stock with the proceeds of a convertible note offering. The Revolving Credit Facility also contains certain customary events of default.

Previous wording

In February 2024, we completed an offering of $460 million aggregate principal amount of the 2029 Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. We used the net proceeds of the offering to (1) repurchase a portion of our 2025 Notes concurrently with the pricing of the offering in separate and privately negotiated transactions with certain holders of the 2025 Notes, (2) pay the cost of the 2029 Capped Calls and (3) purchase approximately $50 million of the Class A common stock from institutional investors through one of the initial purchasers of the 2029 Notes or its affiliate, acting as Lyft’s agent, at a price per share equal to the last reported sale price of the Class A common stock on the Nasdaq Global Select Market on the date of the pricing of the 2029 Notes. Refer to Note 7 “Debt” and Note 8 "Common Stock" to the condensed consolidated financial statements for information regarding these transactions.

Current wording

In February 2024, we completed an offering of $460 million aggregate principal amount of the 2029 Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. We used (1) approximately $350 million of the net proceeds to repurchase approximately $356.8 million in aggregate principal amount of our 2025 Notes in separate and privately negotiated transactions entered into concurrently with the pricing of the offering with certain holders of the 2025 Notes effected through one of the initial purchasers of the 2029 Notes or its affiliate, acting as our agent, (2) approximately $47.9 million of the net proceeds to pay the cost of the 2029 Capped Calls and (3) approximately $50 million of the net proceeds to purchase Class A common stock from institutional investors through one of the initial purchasers of the 2029 Notes or its affiliate, acting as Lyft’s agent, at a price per share equal to the last reported sale price of the Class A common stock on the Nasdaq Global Select Market on the date of the pricing of the 2029 Notes. Refer to Note 9 “Debt” and Note 10 "Common Stock" to the condensed consolidated financial statements for information regarding these transactions.

Previous wording

We collect the fare and related charges from riders on behalf of drivers at the time the ride is delivered using the rider’s authorized payment method, and we retain any fees owed to us before making the remaining disbursement to drivers. Accordingly, we maintain no accounts receivable from drivers. Our contracts with insurance providers require reinsurance premiums to be deposited into trust accounts with a third-party financial institution from which the insurance providers are reimbursed for claims payments. Our restricted reinsurance trust investments as of September 30, 2024 and December 31, 2023 were $1.2 billion and $837.3 million, respectively.

Current wording

We collect the fare and related charges from riders on behalf of drivers at the time the ride is delivered using the rider’s authorized payment method, and we retain any fees owed to us before making the remaining disbursement to drivers. Accordingly, we maintain no accounts receivable from drivers. Our contracts with insurance providers require reinsurance premiums to be deposited into trust accounts with a third-party financial institution from which the insurance providers are reimbursed for claims payments. Our restricted reinsurance trust investments as of March 31, 2025 and December 31, 2024 were $1.4 billion.

Previous wording

We have $1.9 billion in unrestricted cash and cash equivalents and short-term investments as of September 30, 2024. We also have the ability to borrow an aggregate principal amount of up to $420.0 million under the Revolving Credit Facility, none of which has been drawn as of September 30, 2024, and $73.0 million in letters of credit were issued under the Revolving Credit Facility as of September 30, 2024. We believe that this provides sufficient liquidity to meet our working capital, inclusive of short-term commitments such as the current portion of our convertible senior notes, and capital expenditures needs for at least the next 12 months. In the quarter ended September 30, 2024, we reported a fourth consecutive quarter of positive free cash flow and in the quarter ended June 30, 2024, we achieved net income for the first time in our operating history. We plan to continue to actively manage and optimize our cash balances and liquidity, capital expenditures, working capital and operating expenses. In particular, we continue to actively monitor the impact of the uncertain macroeconomic environment, including tightening credit markets, inflation and changing interest rates and have made adjustments to our expenses and cash flow which include headcount reductions announced in the third quarter of 2024, second quarter of 2023 and fourth quarter of 2022. We have also incurred restructuring charges related to the exit and sublease or cease use of certain facilities to align with our anticipated operating needs in the first quarter of 2023. Refer to Note 12 “Restructuring” to the condensed consolidated financial statements for information regarding these reductions in workforce.

Current wording

We have $2.2 billion in unrestricted cash and cash equivalents and short-term investments as of March 31, 2025. We also have the ability to borrow an aggregate principal amount of up to $420.0 million under the Revolving Credit Facility, none of which has been drawn as of March 31, 2025, and $60.7 million in letters of credit were issued under the Revolving Credit Facility as of March 31, 2025. We believe that this provides sufficient liquidity to meet our working capital, inclusive of short-term commitments such as the current portion of our convertible senior notes which we plan to settle with cash in the second quarter of 2025, and capital expenditures needs for at least the next 12 months. We plan to continue to focus on and actively manage our cash balances and liquidity, capital expenditures, working capital and operating expenses. In particular, we continue to actively monitor the impact of the uncertain macroeconomic environment, including credit markets, inflation and interest rates and have made adjustments to our expenses and cash flow which include headcount reductions in recent years.

Previous wording

Our future capital requirements will depend on many factors, including, but not limited to our growth, the effectiveness of our efforts to align our expenses with our current operating needs and short-term commitments, our ability to attract and retain drivers and riders on our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, actual insurance payments for which we have made reserves, and the expansion of sales and marketing activities. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services and technologies. For example, we intend to invest further in EVs in order to achieve compliance with the California Clean Miles Standard which sets the target that 90% of rideshare miles in California must be in EVs by the end of 2030; the Massachusetts’ Climate Bill; New York City's goal to get to 100% of rideshare rides in EVs or wheelchair accessible vehicles by 2030, and the City of Toronto’s push to bring the industry to 100% electric by 2030. From time to time, we have and we may in the future seek additional equity or debt financing to fund capital expenditures, strategic initiatives or investments and our ongoing operations, or to refinance our existing or future indebtedness. In the event that we decide, or are required, to seek additional financing from outside sources, we may not be able to raise it on terms acceptable to us or at all. The terms of any additional financings or refinancings may place limits on our financial and operating flexibility. If we raise additional funds through further issuances of equity or equity-linked securities, our existing stockholders could suffer dilution in their percentage ownership of us, and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected.

Current wording

Our future capital requirements will depend on many factors, including, but not limited to our growth, the effectiveness of our efforts to align our expenses with our current operating needs and short-term commitments, our ability to attract and retain drivers and riders on our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, actual insurance payments for which we have made reserves, and the expansion of sales and marketing activities, as well as satisfaction of our obligations with respect to indebtedness. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services and technologies. For example, we intend to invest further in EVs in order to achieve compliance with the California Clean Miles Standard which sets the target that 90% of rideshare miles in California must be in EVs by the end of 2030; the Massachusetts’ Climate Bill; New York City's goal to get to 100% of rideshare rides in EVs or wheelchair accessible vehicles by 2030, and the City of Toronto’s push to bring the industry to 100% electric by 2030. From time to time, we have and we may in the future seek additional equity or debt financing to fund capital expenditures, strategic initiatives or investments and our ongoing operations, or to refinance our existing or future indebtedness. In the event that we decide, or are required, to seek additional financing from outside sources, we may not be able to raise it on terms acceptable to us or at all. The terms of any additional financings or refinancings may place limits on our financial and operating flexibility. If we raise additional funds through further issuances of equity or equity- linked securities, our existing stockholders could suffer dilution in their percentage ownership of us, and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected.