Lyft, Inc. Files 8-K: Material Agreement, Financial Obligation, Equity Sales

TL;DR

Lyft just dropped an 8-K: new deal, new debt, and sold some stock. Check the details.

AI Summary

Lyft, Inc. filed an 8-K on September 5, 2025, reporting a material definitive agreement, a direct financial obligation, and unregistered sales of equity securities. The filing indicates a new financial obligation was created and equity securities were sold without registration, details of which are provided in the report.

Why It Matters

This filing signals potential new financial commitments or debt for Lyft and the issuance of equity, which could impact its financial structure and shareholder dilution.

Risk Assessment

Risk Level: medium — The filing involves new financial obligations and unregistered equity sales, which can introduce financial and dilution risks.

Key Players & Entities

• Lyft, Inc. (company) — Registrant
• September 2, 2025 (date) — Earliest event reported
• September 5, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 185 Berry Street, Suite 400 (address) — Principal executive offices
• San Francisco, California 94107 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.00001 — red Class A Common Stock, par value of $0.00001 per share LYFT Nasdaq Global Select Mar
• $450 million — Initial Purchasers"), to issue and sell $450 million aggregate principal amount of its 0 % C
• $50 million — option to purchase up to an additional $50 million aggregate principal amount of such note
• $1,000 — price (as defined in the Indenture) per $1,000 principal amount of Notes for each trad
• $23.52 — itial conversion price of approximately $23.52 per share of Class A Common Stock. The
• $487.7 m — s from this offering were approximately $487.7 million, after deducting the Initial Purc
• $42.0 million — ing. The Company used (1) approximately $42.0 million of the net proceeds of the offering to
• $95.7 million — described below, and (2) approximately $95.7 million of the net proceeds of the offering to
• $33.60 — ped Call Transactions will initially be $33.60 per share and is subject to certain adj

Filing Documents

• lyft-20250902.htm (8-K) — 48KB
• exhibit41-indenture9525.htm (EX-4.1) — 798KB
• exhibit101-purchaseagreeme.htm (EX-10.1) — 224KB
• exhibit102-cappedcalltrans.htm (EX-10.2) — 303KB
• exhibit991-launchpressrele.htm (EX-99.1) — 10KB
• exhibit992-pricingpressrel.htm (EX-99.2) — 15KB
• graphic1.jpg (GRAPHIC) — 3KB
• graphic2.jpg (GRAPHIC) — 3KB
• graphic3.jpg (GRAPHIC) — 3KB
• graphic4.jpg (GRAPHIC) — 3KB
• graphic5.jpg (GRAPHIC) — 3KB
• graphic6.jpg (GRAPHIC) — 4KB
• 0001759509-25-000141.txt ( ) — 1787KB
• lyft-20250902.xsd (EX-101.SCH) — 2KB
• lyft-20250902_lab.xml (EX-101.LAB) — 22KB
• lyft-20250902_pre.xml (EX-101.PRE) — 13KB
• lyft-20250902_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Purchase Agreement On September 2, 2025, Lyft, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with Goldman Sachs & Co. LLC as representative of the several initial purchasers (the "Initial Purchasers"), to issue and sell $450 million aggregate principal amount of its 0 % Convertible Senior Notes due 2030 (the "Base Notes"). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $50 million aggregate principal amount of such notes on the same terms and conditions (the "Additional Notes" and together with the Base Notes, the "Notes"). On September 3, 2025, the Initial Purchasers exercised their option to purchase the Additional Notes in full. The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. The shares of the Company's Class A common stock, par value $0.00001 per share (the "Class A Common Stock"), issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of Class A Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection w

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events On September 2, 2025, the Company issued a press release announcing that it had launched the offering of the Notes. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. On September 2, 2025, the Company issued a press release announcing that it had priced the offering of the Notes. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern the Company's expectations, strategy, plans or intentions. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the effects of the Capped Call Transactions and expected use of the net proceeds from the offering of the Notes. The Company's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected on its business, operations and the trading price of the Notes and the Company's Class A Common Stock. The forward-looking statements contained in this Current Report on Form 8-K are also subject to other risks and uncertainties, including those more fully described in the Company's filings with the Securities and Exchange Commission ("SEC"), including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on February 14, 2025, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 that was filed with the SEC on May 9, 2025, and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 that was filed with the SEC on Augus

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit No. Exhibit Description 4.1 Indenture, dated as of September 5 , 2025, by and between Lyft, Inc. and U.S. Bank Trust Company, National Association, as trustee 4.2 Form of 0 % Convertible Senior Notes due 2030 (included in Exhibit 4.1) 10.1 Purchase Agreement, dated as of September 2 , 2025, by and between Lyft, Inc., Goldman Sachs & Co. LLC 10.2 Form of Capped Call Transaction Confirmation 99.1 Press release, dated September 2 , 2025 99.2 Press release, dated September 2 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LYFT, INC. Date: September 5, 2025 /s/ Erin Brewer Erin Brewer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR