lyft-20260410

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ⌧

Filed by a Party other than the Registrant □

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12


Lyft, Inc.
(Name of Registrant as Specified In Its Charter)

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☒						No fee required
☐						Fee paid previously with preliminary materials
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PROXY STATEMENT

LYFT, INC.

185 BERRY ST., SUITE 400

SAN FRANCISCO, CALIFORNIA 94107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Pacific Time on Wednesday, June 3, 2026

Dear Stockholders of Lyft, Inc.:

We cordially invite you to attend the 2026 annual meeting of stockholders (together with any adjournments, postponements or other delays thereof, the “Annual Meeting”) of Lyft, Inc., a Delaware corporation (“Lyft”), to be held on Wednesday, June 3, 2026 at 10:00 a.m., Pacific Time. The Annual Meeting will be held virtually and conducted exclusively by live webcast. On the day of the Annual Meeting, you may participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/LYFT2026. Please see the attached proxy statement for additional information on registering to attend and attending the Annual Meeting.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1. The election of three Class I directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

2. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

3. The approval of, on an advisory basis, the compensation of our named executive officers;

4. The approval of, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers;

5. The approval of an amendment to our Restated Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock and to update other miscellaneous provisions;

6. The approval of an amendment to our Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation; and

7. Such other business as may properly come before the Annual Meeting.

Our board of directors (our “Board”) has fixed the close of business on April 6, 2026 as the record date for the Annual Meeting. Only stockholders of record on April 6, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

The accompanying proxy statement and our annual report can be accessed by visiting www.virtualshareholdermeeting.com/LYFT2026.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

We appreciate your continued support of Lyft.

By order of the Board of Directors,

Sean Aggarwal

Board Chair

San Francisco, California

April 10, 2026

TABLE OF CONTENTS


			Page

GENERAL INFORMATION			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			9
Nominees for Director			9
Continuing Directors			10
Director Independence			12
Board Leadership Structure			12
Board Meetings and Committees			13
Compensation Committee Interlocks and Insider Participation			15
Considerations in Evaluating Director Nominees			15
Stockholder Recommendations and Nominations to the Board of Directors			16
Communications with the Board of Directors			16
Corporate Governance Guidelines and Code of Business Conduct and Ethics			17
Board Evaluation			17
Corporate Sustainability Board Oversight Framework			17
Role of Board in Risk Oversight Process			18
Director Compensation			18
Cash Compensation			19
Equity Compensation			19
Other Non-employee Director Compensation and Expense Reimbursement Policies			20
Non-Employee Director Compensation Table for Fiscal 2025			21
PROPOSAL NO. 1 ELECTION OF DIRECTORS			22
Nominees			22
Vote Required			22
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
Fees Paid to the Independent Registered Public Accounting Firm			23
Auditor Independence			23
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			23


Vote Required			24
REPORT OF THE AUDIT COMMITTEE			25
PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			26
Vote Required			26
PROPOSAL NO. 4 ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			27
Vote Required			27
PROPOSAL NO. 5 AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO REMOVE INOPERATIVE PROVISIONS, INCLUDING REFERENCES TO CLASS B COMMON STOCK AND UPDATE OTHER MISCELLANEOUS PROVISIONS			28
Vote Required			29
PROPOSAL NO. 6 AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO REFLECT DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION			30
Vote Required			31
EXECUTIVE OFFICERS			32
EXECUTIVE COMPENSATION			33
Compensation Discussion and Analysis			33
Executive Summary			33
Determining Executive Compensation			35
Comparative Market Data (Peer Group)			36
202 5 Executive Compensation			37
Other Compensation Information			44
Risk Considerations			46
COMPENSATION COMMITTEE REPORT			46
Summary Compensation Table			48
Grants of Plan-Based Awards in 2025			49
Outstanding Equity Awards at 202 5 Year-End			50
Option Exercises and Stock Vested in 2025			52
Potential Payments Upon Termination or Change in Control			52
Pay Versus Performance			57
CEO Pay Ratio Disclosure			62


EQUITY COMPENSATION PLAN INFORMATION			63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS			66
OTHER MATTERS			67
Note About Forward-Looking Statements			67
Fiscal Year 2025 Annual Report and SEC Filings			67
APPENDIX A			68
GAAP to Non-GAAP Reconciliations			70
APPENDIX B			72
APPENDIX C			85

LYFT, INC.

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Pacific Time on Wednesday, June 3, 2026

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of stockholders of Lyft, Inc., a Delaware corporation (the “Company” or “Lyft”), and any postponements, adjournments or delays thereof (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, June 3, 2026 at 10:00 a.m., Pacific Time. The Annual Meeting will be held virtually and conducted exclusively by live webcast. On the day of the Annual Meeting, you may participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/LYFT2026. Additional information on attending the Annual Meeting may be found in this proxy statement. Although you will not be able to attend the Annual Meeting at a physical location, we have designed the Annual Meeting to provide stockholders the opportunity to participate virtually to facilitate stockholder attendance and provide a consistent experience to all stockholders, regardless of location. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 10, 2026 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

What matters am I voting on?

You are being asked to vote on:

•the election of three Class I directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

•a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

•a proposal to approve, on an advisory basis, the compensation of our named executive officers;

•a proposal to approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers;

•a proposal to amend our Restated Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock and update other miscellaneous provisions;

• a proposal to amend our Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation; and

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•any other business as may properly come before the Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

•“FOR” the election of each of the Class I director nominees of our board of directors: David Risher, Dave Stephenson and Deborah Hersman;

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

•“FOR” the approval of, on an advisory basis, the compensation of our named executive officers;

•To hold future stockholder advisory votes on the compensation of our named executive officers every “ONE YEAR.”

•“FOR” the amendment of our Restated Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock and update other miscellaneous provisions; and

•“FOR” the amendment of our Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation.

Who is entitled to vote?

Our only voting securities outstanding are shares of our Class A common stock, which we refer to in this proxy statement as our “common stock.” On August 15, 2025, each share of our Class B common stock then outstanding converted into one share of our Class A common stock pursuant to the terms of our Restated Certificate of Incorporation. Following such conversion, no additional shares of Class B common stock have been or will be issued. and as described in Proposal 5, we are seeking stockholder approval to amend our Restated Certificate of Incorporation to remove all references to the Class B common stock. As of the close of business on April 6, 2026, the record date for the Annual Meeting, there were 382,123,890 shares of our Class A common stock outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and this proxy statement was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the enclosed proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and this proxy statement was forwarded to you by your broker, bank or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow the procedures of your broker, bank or nominee for obtaining a legal proxy. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

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How many votes are needed for approval of each proposal?

•Proposal No. 1: Each director is elected by a plurality of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote. “Plurality” means that the three nominees who receive the largest number of votes cast “For” such nominees are elected as directors. As a result, any shares not voted “For” a particular nominee (whether as a result of a withhold vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote (i) “FOR” for a director nominee or (ii) “WITHHOLD” for a director nominee.

•Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, requires the affirmative “For” vote of a majority of the voting power of the shares of our common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote “For,” “Against” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

•Proposal No. 3: The approval of, on an advisory basis, the compensation of our named executive officers requires the affirmative “For” vote of a majority of the voting power of the shares of our common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote “For,” “Against” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our board of directors or our company. Our board of directors and our compensation committee will consider the outcome of the vote when determining named executive officer compensation.

•Proposal No. 4: With respect to the approval of, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers, the frequency receiving the highest number of votes cast at the Annual Meeting by stockholders entitled to vote thereon will be considered the frequency preferred by the stockholders. If you “Abstain” from voting on this proposal, it will have no effect on the outcome. Broker non-votes also will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our board of directors or our company. Our board of directors and our compensation committee will consider the outcome of the vote when determining how often we should submit to stockholders an advisory vote to approve the compensation of our named executive officers.

•Proposal No. 5: The approval of an amendment to our Restated Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock and update other miscellaneous provisions requires the affirmative “For” votes of the holders of at least two-thirds of the voting power of our outstanding common stock entitled to vote generally in the election of directors. You may vote “For,” “Against” or “Abstain” with respect to this proposal. Abstentions and broker non-votes will have the same effect as a vote “Against” this proposal.

•Proposal No. 6: The approval of an amendment to our Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation requires the affirmative “For” vote of the holders of at least a majority of the voting power of our outstanding common stock entitled to vote thereon. You may vote “For,” “Against” or “Abstain” with respect to this proposal. Abstentions and broker non-votes will have the same effect as a vote “Against” this proposal.

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What is a quorum?

A quorum is the minimum number of shares or voting power required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws and Delaware law. The presence, in person or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

We strongly encourage you to vote online, by telephone or by mail prior to the Annual Meeting. Regardless of how you hold your shares, voting by proxy ensures that if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.

Stockholders of Record

If you are a stockholder of record, there are four ways to vote:

•By Internet prior to the Annual Meeting at www.virtualshareholdermeeting.com/LYFT2026, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 2, 2026 (have your Notice or proxy card in hand when you visit the website);

•By toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 2, 2026 (have your Notice or proxy card in hand when you call);

•By completing and mailing your proxy card (if you received printed proxy materials); or.

•By attending the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/LYFT2026, where you may vote and submit questions during the meeting (please have your Notice or proxy card in hand when you visit the website).

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

Street Name Stockholders

If you are a street name stockholder, you will receive a voting instruction form from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares live at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Can I change my vote?

Stockholders of Record

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

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•entering a new vote by Internet or by telephone;

•completing and returning a later-dated proxy card;

•notifying the Corporate Secretary of Lyft, Inc., in writing, at Lyft, Inc., 185 Berry St., Suite 400, San Francisco, California 94107; or

•attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Street Name Stockholders

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

What do I need to do to attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which we believe provides the opportunity for participation by a broader group of stockholders while reducing the environmental impact and the costs associated with in-person meetings. Stockholders of record and street name stockholders with a legal proxy from their broker, bank, or other nominee will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/LYFT2026, which will allow such stockholders to submit questions during the meeting and vote shares electronically at the meeting.

We designed the format of the virtual Annual Meeting to ensure that our stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. The virtual format facilitates stockholder attendance and participation by enabling stockholders to participate fully and equally from any location around the world. During the meeting, you will have the ability to submit questions real-time via the virtual meeting website, with a limit of one question per stockholder. We will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting. Only questions that are relevant to our business operations will be answered.

To participate in the Annual Meeting, you will need the control number included on your Notice, proxy card or the instructions that accompanied your proxy materials to attend the Annual Meeting. The Annual Meeting webcast will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

Where can I get technical assistance if I am having trouble accessing the meeting or during the meeting?

If you have difficulty accessing the meeting or during the meeting, please refer to the technical support telephone number posted on the virtual meeting website login page. If we experience a technical failure or other disruption, we will endeavor to post information on the virtual meeting website login page.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. David Risher, our Chief Executive Officer, Erin Brewer, our Chief Financial Officer, and Lindsay Llewellyn, our Chief Legal and Business Officer and Corporate Secretary, have been designated as proxy holders by our board of directors. When a proxy is properly dated, signed and returned, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed but no specific instructions are given, the shares will be voted in accordance with the recommendations of our board of directors as described in this proxy statement. If the Annual Meeting is

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adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

How are proxies solicited for the Annual Meeting and who is paying for that solicitation?

Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by email, by telephone or by other means of communication.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent direction from you.

Where can I find the voting results of the Annual Meeting?

We may announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at:

Lyft, Inc.

Attention: Investor Relations

185 Berry St., Suite 400

San Francisco, California 94107

Tel: (844) 250-2773

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

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May I inspect the stockholder list?

For a period of 10 days prior to the Annual Meeting, a list of stockholders of record as of the record date will be available for examination by stockholders of record during normal business hours at the Company’s principal offices as long as the examination is for a purpose germane to the Annual Meeting.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2027 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 11, 2026. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Lyft, Inc.

Attention: Corporate Secretary

185 Berry St., Suite 400

San Francisco, California 94107

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our board of directors or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for the 2027 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•not earlier than 8:00 a.m., Pacific Time, on January 25, 2027; and

•not later than 5:00 p.m., Pacific Time, on February 24, 2027.

In the event that we hold the 2027 annual meeting of stockholders more than 25 days from the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than 8:00 a.m., Pacific Time, on the 120th day before the 2027 annual meeting of stockholders and no later than 5:00 p.m., Pacific Time, on the later of the following two dates:

•the 90th day prior to the 2027 annual meeting of stockholders; or

•the 10th day following the day on which public announcement (as defined in our amended and restated bylaws) of the date of the 2027 annual meeting of stockholders is first made.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

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Nomination of Director Candidates

Our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement. Any notice of director nomination submitted must include the additional information required by Rule 14a-19(b) under the Exchange Act.

Availability of Bylaws

A copy of our amended and restated bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our board of directors. Our board of directors consists of eight directors, seven of whom qualify as “independent” under the listing rules of the Nasdaq Stock Market (“Nasdaq”). We have a classified board of directors, consisting of two classes with three directors and one class with two directors, each serving staggered three-year terms.

The following table sets forth, as of March 31, 2026, the names, ages and certain other information for each of the (i) directors with terms expiring at the Annual Meeting who are also nominees for election as a director at the Annual Meeting and (ii) continuing members of our board of directors.

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Directors with Terms expiring at the Annual Meeting/Nominees	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
David Risher	I	60	Chief Executive Officer and Director	2021	2026	2029
Deborah Hersman(3)	I	55	Director	2026	2026	2029
Dave Stephenson(1)	I	58	Director	2023	2026	2029
Continuing Directors
David Lawee(2)	II	60	Director	2017	2027	—
Janey Whiteside(2)(3)	II	54	Director	2023	2027	—
Prashant (Sean) Aggarwal(1)(2)(3)	III	60	Board Chair	2016	2028	—
Jill Beggs(1)	III	55	Director	2023	2028	—
Betsey Stevenson(1)(3)	III	54	Director	2023	2028	—

(1)Member of our Audit Committee.

(2)Member of our Compensation Committee.

(3)Member of our Nominating and Corporate Governance Committee.

Nominees for Director

David Risher. Mr. Risher has served as our Chief Executive Officer since April 2023 and as a member of our board of directors since July 2021. Mr. Risher co-founded Worldreader, a non-profit organization, and served as its Chief Executive Officer from November 2009 until April 2023, as Board President from March 2010 until April 2023 and as Board Founding Chair since April 2023. Prior to Worldreader, Mr. Risher served as Senior Vice President, US Retail at Amazon.com, Inc. (“Amazon”), an e-commerce company. Prior to joining Amazon, he served as a General Manager at Microsoft Corporation, a software company. Mr. Risher currently serves on the boards of directors of several privately-held and non-profit companies. Mr. Risher holds a B.A. in Comparative Literature from Princeton University, an M.B.A. from Harvard Business School and an honorary Ph.D. from Wilson College.

Mr. Risher was selected to serve on our board of directors because of his operational and leadership experience as a founder and executive, as well as his experience in senior leadership roles at scaled technology companies. He also provides valuable insight in his current capacity as our Chief Executive Officer.

Deborah Hersman. Ms. Hersman has served as a member of our board of directors since January 2026. From January 2019 to February 2021, Ms. Hersman served as Chief Safety Officer and Advisor at Waymo LLC, an autonomous driving technology company and an independent company of Google’s parent company, Alphabet Inc. From 2014 to 2019, she served as President and Chief Executive Officer of the National Safety Council, a nonprofit organization focused on workplace and roadway safety advocacy. From 2004 to 2014, Ms. Hersman served as a member of the board of directors

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and from 2009 to 2014 as chair of the National Transportation Safety Board. Previously, she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee. Ms. Hersman has served as a member of the board of directors of ONE Gas, Inc., a natural gas utility company, since June 2023 and will serve as Chair starting in May 2026, and NiSource Inc., an electric and gas utility company, since June 2019. In the past five years, she also served as a member of the board of directors of Velodyne Lidar, Inc., a lidar technology company. Ms. Hersman holds a B.A. in Political Science and International Studies from Virginia Tech, and a M.S. in Conflict Analysis and Resolution from George Mason University.

Ms. Hersman was selected to serve on our board of directors because of her significant operating experience in the autonomous vehicles industry, safety and regulatory expertise and public company board experience, which provide valuable perspectives to support the Company’s strategic growth and risk oversight.

Dave Stephenson. Mr. Stephenson has served as a member of our board of directors since February 2023. Mr. Stephenson is the Chief Business Officer and Head of Employee Experience of Airbnb, Inc. (“Airbnb”), a vacation rental online marketplace company. Mr. Stephenson has been the Chief Business Officer since January 2024 and the Head of Employee Experience since August 2021. Mr. Stephenson was previously the Chief Financial Officer of Airbnb from January 2019 to February 2024. Prior to joining Airbnb, Mr. Stephenson spent 17 years at Amazon, an e-commerce company, where he was most recently Vice President and Chief Financial Officer of their Worldwide Consumer Organization from June 2015 to December 2018. Before that, from September 2013 to June 2015, Mr. Stephenson was the Chief Financial Officer of Amazon’s International Consumer business and led finance across many areas of the company. Mr. Stephenson served as President and Chief Financial Officer of Big Fish Games, Inc., a gaming company, from September 2011 to September 2013. Since September 2025, Mr. Stephenson currently serves as a member of the board of directors of SiriusXM Holdings, Inc., a North American audio entertainment company. Mr. Stephenson holds a B.S. in Industrial and Management Engineering from Montana State University and an M.B.A. from the University of Iowa.

Mr. Stephenson was selected to serve on our board of directors because of his significant operational experience as an executive with technology companies, and his deep understanding of finance, capital allocation, financial reporting, strategy, operations and risk management.

Continuing Directors

Sean Aggarwal. Mr. Aggarwal has served as a member of our board of directors since February 2016 and was appointed as our Board Chair in August 2025. Mr. Aggarwal previously served as our Lead Independent Director from April 2023 to August 2025, and as our Board Chair from January 2019 to April 2023. Since February 2022, Mr. Aggarwal has served as Co-Founder and Chairman of Borderless AI, an artificial intelligence-powered human resource management platform. Since March 2016, Mr. Aggarwal has served as the Chief Executive Officer of Soar Capital, LLC, where he focuses on investments in technology companies. Previously, Mr. Aggarwal served as the Chief Financial Officer at Trulia, Inc., an online real estate company. Prior to Trulia, Mr. Aggarwal served as the Vice President of Finance at PayPal, Inc., an online payments company, and at eBay Inc. (“eBay”) in various finance roles including as Vice President of Finance. Prior to eBay, Mr. Aggarwal served as Director of Finance at Amazon, an e-commerce company. Mr. Aggarwal started his career in investment banking with Merrill Lynch, Pierce, Fenner & Smith Incorporated, a financial services company. Mr. Aggarwal currently serves as a member of the board of directors of Arlo Technologies, Inc., a home security company. In addition, in the past five years, he served on the board of directors of Sonder Holdings Inc., a hospitality company, and Yatra Online, Inc., an online travel company. Mr. Aggarwal holds a Master of Management from Northwestern University, Kellogg School of Management.

Mr. Aggarwal was selected to serve on our board of directors because of his significant operational experience as an executive with technology companies, and his deep understanding of finance, capital allocation, financial reporting, strategy, operations and risk management. Mr. Aggarwal’s experience in these matters at technology companies allows him to provide critical oversight and invaluable perspectives.

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Jill Beggs. Ms. Beggs has served as a member of our board of directors since December 2023. Since July 2025, Ms. Beggs has served as Executive Vice President and Chief Executive Officer of Reinsurance for Everest Group, Ltd. (“Everest”), a leading global provider of reinsurance and insurance solutions. She previously served as Executive Vice President and Chief Operating Officer of Everest Reinsurance and, before that, led the North America Reinsurance business. Prior to Everest, from April 2002 to November 2021, Ms. Beggs served in various leadership roles at Munich Re, a global provider of reinsurance, primary insurance and insurance-related risk solutions, most recently as President of Excess & Surplus Lines for Munich Re Specialty Insurance. She is a Chartered Property and Casualty Underwriter (CPCU) and earned the Associate in Reinsurance (ARe) designation. She is a member of the Association of Professional Insurance Women (APIW) and the Central NJ Chapter of the CPCU. In 2026, Ms. Beggs was honored by APIW as Insurance Woman of the Year. Ms. Beggs holds a B.A. in Management with a concentration in Finance and minors in Mathematics and Spanish from Gettysburg College.

Ms. Beggs was selected to serve on our board of directors because of her significant operating experience in insurance. Insurance is critical to our business, and our board of directors greatly benefits from her insights, as a senior insurance executive, on the insurance market.

Betsey Stevenson. Ms. Stevenson has served as a member of our board of directors since November 2023. Since September 2019, Ms. Stevenson has served as a Professor of Economics and Public Policy at the University of Michigan Gerald R. Ford School of Public Policy. From September 2012 to September 2019, she was an Associate Professor of Public Policy and Economics with tenure. She was on leave from the University of Michigan from July 2013 to August 2015 to serve as a Member on the Council of Economic Advisers for The White House. Prior to The White House, Ms. Stevenson served as the Chief Economist for the U.S. Department of Labor, and as an Assistant Professor at the University of Pennsylvania Wharton School. Ms. Stevenson is the co-author of several economics textbooks published by Macmillan Learning. She is a frequent speaker and writer on the macroeconomy. Ms. Stevenson holds a B.A. in Economics and Mathematics from Wellesley College and an M.A. and Ph.D. in Economics from Harvard University.

Ms. Stevenson was selected to serve on our board of directors because of her significant experience in economics and public policy. Ms. Stevenson is a labor economist who has published widely in leading economics journals about the labor market and the impact of public policies on outcomes both in the labor market and for families as they adjust to changing labor market opportunities. Her research explores women’s labor market experiences, the economic forces shaping the modern family, and how these labor market experiences and economic forces on the family influence each other. This perspective greatly helps our board of directors as it positions the Company to respond to an evolving workforce.

David Lawee. Mr. Lawee has served as a member of our board of directors since November 2017. Since November 2024, Mr. Lawee has served as Co-Founder of Crucible Labs, a blockchain services company dedicated to advancing decentralized AI. From January 2013 to June 2023, Mr. Lawee served as the Founder and Managing Partner of CapitalG, a growth equity fund backed by Alphabet Inc., the parent company of Google LLC (“Google”), a global technology company. Prior to CapitalG, Mr. Lawee served as Google’s Vice President, Marketing and later as Google’s Vice President, Corporate Development. Prior to joining Google, Mr. Lawee co-founded numerous companies, including Xfire, Inc., an online gaming company which was acquired by Viacom Inc., and Mosaic Venture Partners, a venture capital firm. Mr. Lawee currently serves on the boards of directors of a number of privately held companies. Mr. Lawee holds a B.A. in Philosophy from the University of Western Ontario, an M.B.A from the University of Chicago and a B.C.L. from McGill University.

Mr. Lawee was selected to serve on our board of directors because of his extensive experience as a seasoned investor and his knowledge of technology companies. Mr. Lawee has been an active participant in corporate development of technology companies operating at scale, and brings this knowledge and perspective to our board of directors.

Janey Whiteside. Ms. Whiteside has served as a member of our board of directors since July 2023. Ms. Whiteside has served as a partner of the Consello Group (“Consello”), a financial services advisory and strategic investing platform,

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since October 2022 and as its Chief Growth Officer since July 2024. She previously served as CEO of Consello’s Growth and Business Development division from October 2022 until July 2024. Prior to joining Consello, Ms. Whiteside was Executive Vice President and Chief Customer Officer of Walmart Inc., a multinational retail corporation, from August 2018 to March 2022. From 1997 to July 2018, Ms. Whiteside served at American Express Company, a diversified financial services company, in business development, marketing and operating roles in various customer segments, including most recently as EVP & GM – Global Premium Products & Benefits and EVP & GM – Global Charge Products, Benefits & Services. Ms. Whiteside serves as a member of the Board of Directors of LendingClub Corporation, a publicly traded bank, and Caravan, a celebrity-brand incubator aligned with CAA. Ms. Whiteside holds an Economics and Management Studies degree (BSc Econ) from Cardiff University.

Ms. Whiteside was selected to serve on our board of directors because of her significant operational experience as an executive leading consumer marketing and loyalty programs. Given the consumer-facing nature of our business, Ms. Whiteside brings a unique perspective to board discussions.

Of our eight directors, 50% have self-identified as female and 25% have self-identified as a member of an underrepresented community.

Director Independence

Our Class A common stock is listed on the Nasdaq Global Select Market. Under the listing rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the listing rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of the company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment and affiliations, our board of directors has determined that Messrs. Aggarwal, Lawee, and Stephenson and Mses. Beggs, Hersman, Stevenson and Whiteside do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of Nasdaq. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them, if any, described in the section titled “Certain Relationships, Related Party and Other Transactions.”

Board Leadership Structure

We believe that the structure of our board of directors and its committees provides strong overall management of our company. Our board of directors has adopted corporate governance guidelines that provide that there will at all times be a majority of independent directors on the board of directors, as defined by the listing rules of Nasdaq. The guidelines further provide that if our board of directors does not have an independent Chair, then a Lead Independent Director will be appointed by our board of directors. We believe that having independent Board leadership, either through an independent Board Chair or a Lead Independent Director, strengthens our governance, and the independent oversight role of our board of directors. Mr. Aggarwal currently serves as our Board Chair. Mr. Aggarwal was appointed our Board Chair in August 2025, in connection with Logan Green, one of our co-founders and the previous Board Chair, stepping down from our board of directors. Prior to serving as Board Chair, Mr. Aggarwal served as our Lead Independent Director from April 2023 to August 2025 and as our Board Chair from January 2019 to April 2023.

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Our Board Chair serves as a leader on our board of directors. Our Board Chair determines the agenda and presides over the meetings of our board of directors. The Board Chair also has the power to call special meetings of stockholders, to preside over meetings of the stockholders, and to perform such other duties as may be requested by our board of directors. In addition, the Board Chair serves as a liaison between the board of directors and management, helping to ensure the views of the board of directors in its oversight role and other feedback from the board of directors are conveyed to management.

Our board of directors believes that this leadership structure, coupled with a majority independent board and independent board committees, enhances its independent oversight of management and management’s performance and the Company’s strategic planning, reinforces the board of directors’ ability to exercise its independent judgment to represent stockholder interests and strengthens the objectivity and integrity of the board of directors and the accountability of management. Moreover, Mr. Aggarwal has extensive experience with the Company and previously served as the Company’s Board Chair and Lead Independent Director. He also has executive-level and board experience at other public companies. Accordingly, we believe he is particularly well qualified to lead the board of directors in objectively overseeing the Company’s strategy, as well as evaluating the performance of management, including the performance of the Chief Executive Officer, and guide it through appropriate board governance processes.

Only independent directors serve on and chair the audit committee, the compensation committee and the nominating and governance committee of our board of directors. As a result of the board of directors’ committee system and majority of independent directors, the board of directors maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates, and corporate governance programs.

Board Meetings and Committees

During our fiscal year ended December 31, 2025, our board of directors held seven meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

Although our Corporate Governance Guidelines do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. All of the current members of our board of directors who were directors at the time attended our 2025 annual meeting of stockholders.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee consists of Mses. Beggs and Stevenson and Messrs. Aggarwal and Stephenson, with Mr. Stephenson serving as Chairperson, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Ms. Stevenson was appointed to the audit committee in August 2025, replacing Mr. Lawee. Each member of our audit committee also meets the financial literacy requirements of the listing standards of Nasdaq. In addition, our board of directors has determined that each of Ms. Beggs and Ms. Stevenson and Messrs. Aggarwal and Stephenson is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K promulgated by the SEC. Our audit committee is responsible for, among other things:

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•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•helping to ensure the independence and overseeing performance of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;

•reviewing our financial statements and our critical accounting policies and estimates;

•reviewing the adequacy and effectiveness of our internal controls;

•developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters;

•reviewing our policies on risk assessment and risk management;

•overseeing compliance with our code of business conduct and ethics;

•reviewing related party transactions; and

•pre-approving all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter for our audit committee is available on our website at https://investor.lyft.com/corporate-governance. During 2025, our audit committee held eleven meetings.

Compensation Committee

Our compensation committee consists of Ms. Whiteside and Messrs. Aggarwal and Lawee, with Mr. Lawee serving as Chairperson, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Our compensation committee is responsible for, among other things:

•reviewing, approving, and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers, including our Chief Executive Officer;

•administering our equity compensation plans;

•reviewing, approving, and administering incentive compensation and equity compensation plans;

•overseeing and monitoring our strategies, initiatives and programs related to human capital management;

•periodically reviewing the Company’s stock ownership guidelines, and monitoring compliance with such guidelines, and review, approve and administer the Company’s executive compensation clawback policy; and

•reviewing and approving our overall compensation philosophy.

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Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter for our compensation committee is available on our website at https://investor.lyft.com/corporate-governance. During 2025, our compensation committee held five meetings.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Mr. Aggarwal and Mses. Hersman, Stevenson and Whiteside, with Mr. Aggarwal serving as Chairperson, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:

•identifying, evaluating, and selecting, or making recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

•developing and overseeing the annual evaluation of the performance of our board of directors and of individual directors;

•considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

•overseeing our corporate governance practices;

•overseeing our corporate political contributions and lobbying activities;

•overseeing our social responsibility, environmental and sustainability matters, including review and oversight of our public disclosures and stockholder engagement regarding such matters; and

•developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of Nasdaq. A copy of the charter for our nominating and corporate governance committee is available on our website at https://investor.lyft.com/corporate-governance. During 2025, our nominating and corporate governance committee held ten meetings.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee. See the section titled “Certain Relationships, Related Party and Other Transactions” for information about related party transactions involving members of our compensation committee or their affiliates.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. Our nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. When evaluating director candidates, in its evaluation of director candidates, our nominating and corporate governance committee considers factors including, without limitation, issues of character, integrity, judgment, potential conflicts of interest, other commitments, and diversity of experience, area of expertise, and

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viewpoints. Nominees must also have the highest personal and professional ethics and integrity and the ability to assist and support our management team based on proven achievement and leadership in the companies or institutions with which they are affiliated. Director candidates must understand the fiduciary responsibilities that are required of a member of our board of directors and have sufficient time available in the judgment of our nominating and corporate governance committee to perform all board of directors and committee responsibilities. Members of our board of directors are expected to prepare for, attend and participate in all board of directors and applicable committee meetings. Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

Our nominating and corporate governance committee also considers the above factors and other factors as it oversees the annual board of directors and committee evaluations. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.

Stockholder Recommendations and Nominations to the Board of Directors

Our nominating and corporate governance committee will consider director candidates recommended by stockholders holding at least one percent (1%) of the fully diluted capitalization of the Company continuously for at least twelve (12) months prior to the date of the submission of the recommendation. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, and our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our Chief Legal and Business Officer or legal department in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our capital stock, a signed letter from the candidate confirming willingness to serve on our board of directors and any additional information required by our amended and restated bylaws. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and should be sent in writing to our Corporate Secretary at Lyft, Inc., 185 Berry St., Suite 400, San Francisco, California 94107. To be timely for the 2027 annual meeting of stockholders, nominations must be received by our Corporate Secretary observing the same deadlines for stockholder proposals discussed above under “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors? – Stockholder Proposals.” Any notice of director nomination submitted must include the additional information required by Rule 14a-19(b) under the Exchange Act.

Communications with the Board of Directors

Interested parties wishing to communicate with non-management members of our board of directors may do so by writing and mailing the correspondence to our Chief Legal and Business Officer at Lyft, Inc., 185 Berry St., Suite 400, San Francisco, California 94107. Each communication should set forth (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our Chief Legal and Business Officer or legal department, in consultation with appropriate members of our board of directors as necessary, will review and, if appropriate, forward all incoming stockholder communications to the appropriate member or members of our board of directors, or if none is specified, to our Board Chair (this excludes mass

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mailings, product complaints or inquiries, job inquiries, business solicitations, and patently offensive or otherwise inappropriate material).

This procedure does not apply to (i) communications to non-management directors from our officers or directors who are stockholders or (ii) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, which are discussed above under “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors? – Stockholder Proposals.”

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates, including independence standards, and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our website at https://investor.lyft.com/corporate-governance. We will post amendments to our Code of Business Conduct and Ethics or any waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website or in filings under the Exchange Act.

Insider Trading Policy and Compliance

Our board of directors has adopted an Insider Trading Policy governing the purchase, sale, and/or other disposition of our securities by directors, officers, employees, and other covered persons. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for fiscal 2025.

From time to time, we may engage in transactions in our own securities. We comply with all applicable securities laws when engaging in transactions in our securities.

Board Evaluation

Our board of directors conducts an annual evaluation of the performance of individual directors, the board as a whole, and each of the board’s standing committees, including an evaluation of the qualifications of individual members of the board of directors and its committees. The results of the evaluation and any recommendations for improvement are provided orally to our board of directors and the other standing committees of the board either by the Board Chair, a member of our legal team or a legal advisor.

Corporate Sustainability Board Oversight Framework

Our board assesses and evaluates our overall sustainability strategy and how sustainability integrates into our long-term strategy. At the committee level, our nominating and corporate governance committee is primarily responsible for oversight of our sustainability matters, including communications with stockholders and other stakeholders, such as overseeing our sustainability disclosures, reviewing the composition of our board to ensure the necessary skills are represented to oversee sustainability risks and opportunities, and educating our board on relevant sustainability matters. Our compensation committee oversees sustainability matters relating to our management and talent, including considering how our culture contributes to our sustainability efforts, and oversight of risks and goals related to human capital generally. Our audit committee oversees sustainability matters relating to disclosures, compliance, controls and risk management relating to financial matters as discussed below. Our board receives reports from the committees on these

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sustainability matters and considers them in the context of our overall sustainability risk management, messaging, and disclosures.

We have regularly published sustainability disclosures since 2020.

Role of Board in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational, in the pursuit and achievement of our strategic objectives. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day oversight and management of strategic, operational, legal and compliance, cybersecurity, and financial risks, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of our risk management framework, which is designed to identify, assess, and manage risks to which our company is exposed, as well as foster a corporate culture of integrity. Consistent with this approach, our board regularly reviews our risks in the context of discussions with management, question and answer sessions, and reports from the management team at each regular board meeting. Our board also receives regular reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions. As part of this approach, our board considers both the materiality of a risk and its likelihood in making strategic decisions and helping management to prioritize resources.

In addition, our board has tasked its designated standing committees with oversight of certain categories of risk management. Our audit committee assists our board in fulfilling its oversight responsibilities with respect to the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s guidelines and policies with respect to risk assessment and risk management pertaining to financial, accounting and tax matters, internal control over financial reporting, disclosure controls and procedures, legal and regulatory compliance. Our audit committee further oversees our initiatives related to cybersecurity, including prevention and monitoring. Our audit committee also reviews the Company’s risk management framework and programs, as well as the framework by which management discusses the Company’s risk profile and risk exposure with the board of directors and its committees. Our compensation committee assesses risks relating to our executive compensation plans and arrangements, and whether our compensation policies and programs have the potential to encourage excessive risk taking. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices, the independence of the board of directors, potential conflicts of interest related to director service, and social responsibility, environmental and sustainability initiatives. These committees provide regular reports on the Company’s risk management efforts to the full board of directors.

Our board of directors and its committees engage outside advisors and experts from time to time to assist in understanding threats, trends, and our risk environment in general. Our board of directors believes its current leadership structure supports the risk oversight function of the board.

Director Compensation

We maintain a compensation policy for our non-employee directors (“Outside Director Compensation Policy”) that initially became effective upon approval by our board of directors and our stockholders in connection with our initial public offering (“IPO”) in 2019. Our Outside Director Compensation Policy was developed with input from our independent compensation consultant, Pay Governance LLC (“Pay Governance”), regarding practices and compensation levels at the same group of peer companies used for executive compensation comparisons, and is intended to attract, retain, and reward non-employee directors. Our board of directors and its compensation committee periodically review the Outside Director Compensation Policy with Pay Governance’s assistance. Our board of directors last amended our Outside Director Compensation Policy in March 2022 to allow our non-employee directors to voluntarily elect to receive their quarterly cash fees in fully vested restricted stock units (“RSUs”).

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We believe our Outside Director Compensation Policy provides our non-employee directors with reasonable and appropriate compensation that is commensurate with the services they provide. Based on analysis performed in 2024, which was reviewed by Pay Governance, our director compensation is competitive with the compensation paid by our peer group companies to their non-employee directors.

For 2025, the compensation paid to our non-employee directors consisted of an annual cash retainer for membership on the board of directors, additional cash retainers based on their Committee and/or board leadership responsibilities and an annual equity award in the form of RSUs as described in greater detail below. As noted above, our non-employee directors can also make a voluntary election to receive an equity award in lieu of their cash retainers.

Cash Compensation

Our Outside Director Compensation Policy provides that our non-employee directors are entitled to receive the following annual cash fees:


Board/Committee	Chair ($)(1)	Member ($)	Lead Outside ($)(1)
Board	90,000	40,000	65,000
Audit Committee	25,000	10,000	N/A
Compensation Committee	20,000	8,500	N/A
Nominating and Corporate Governance Committee	11,000	5,000	N/A

(1)The annual cash fees for the Chair of the board of directors and Lead Outside Director are inclusive of the $40,000 annual cash fee payable as a non-employee member of the board of directors.

Each non-employee director who serves as the chair of a committee shall receive only the annual cash fee as the chair of the committee, and not the annual cash fee as a member of that committee. There are no per-meeting fees for attending board of directors or committee meetings. Cash compensation is paid quarterly in arrears and is prorated as applicable for partial periods.

Equity Compensation

Initial Award

Each new non-employee director who joins our board of directors is eligible to receive an award of RSUs at the time of the director’s appointment with a grant date fair value (determined in accordance with GAAP) equal to $260,000 multiplied by the fraction obtained by dividing (i) the number of full months during the period beginning on the date the person first becomes a non-employee director and ending on the one-year anniversary of the date of the then-most recent annual meeting of our stockholders (the “Initial Award Vesting Period”), by (ii) 12, rounded to the nearest whole share (the “Initial Award”). The Initial Award vests in equal installments quarterly over the remaining company-wide quarterly vesting dates occurring during the period beginning on the date that is three months following the date the award is granted and ending on the last day of the Initial Award Vesting Period, or, if earlier, on the day before the annual meeting of our stockholders that follows the grant date of the award, subject to the non-employee director continuing to provide services to us through the applicable vesting date.

Annual Award

Each of our non-employee directors is eligible to receive an annual award of RSUs with a grant date fair value (determined in accordance with GAAP) equal to $260,000 (the “Annual Award”). Each Annual Award is granted on the date of our annual meeting of stockholders with one-quarter vesting on each of the first four company-wide quarterly vesting dates occurring after the grant date, except that the fourth quarterly vesting date occurs no later than the day before the next annual meeting of our stockholders, subject to the non-employee director’s continued service to us through the applicable vesting date.

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Change in Control

In the event of a “change in control” (as defined in our 2019 Equity Incentive Plan (the “2019 Plan”)), each non-employee director’s then-outstanding company equity awards granted under our Outside Director Compensation Policy and any other then-outstanding equity awards granted to a non-employee director (unless specifically provided otherwise in the award agreement or other written agreement with the director) will fully vest, immediately prior to the consummation of the change in control, provided that the non-employee director continues service to us through such date.

Other Non-employee Director Compensation and Expense Reimbursement Policies

Limit on Board Compensation

The Outside Director Compensation Policy includes a maximum annual limit of $1 million on the combined value of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year (excluding any amounts received for services as an employee or as a consultant). For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with GAAP).

Deferred Compensation

Non-employee directors can elect to defer the delivery of the settlement of RSUs issued under our Outside Director Compensation Policy pursuant to the terms of properly submitted deferral elections made in accordance with our Outside Director Compensation Policy. The RSUs generally may be deferred pursuant to such elections until the earliest of a change in control of the Company, within 60 days following the earlier of the non-employee director’s death or other separation from service, or certain future dates specified by the non-employee director.

Election to Receive Stock in lieu of Cash

Each non-employee director may elect to convert any cash compensation that they would otherwise be entitled to receive under our Outside Director Compensation Policy into an award of RSUs having a value on the grant date equal to the cash amount forgone, subject to the rules of our Outside Director Compensation Policy. If the non-employee director makes a valid election in accordance with our Outside Director Compensation Policy, each such award of RSUs will be granted on the 20th day following the last day of the fiscal quarter for which the cash compensation otherwise would be paid under the Outside Director Compensation Policy, will be fully vested on the grant date and will cover a number of shares equal to (A) the aggregate amount of cash compensation otherwise payable to the non-employee director on that date divided by (B) the closing price per share as of the grant date. In 2025, Messrs. Cohen, Lawee, Stephenson and Ms. Whiteside elected to receive all or a portion of their cash compensation in fully vested RSUs.

Stock Ownership Guidelines

Our board of directors has adopted stock ownership guidelines establishing a minimum share ownership requirement for our non-employee directors. These guidelines provide that, within five years of becoming subject to these guidelines, our non-employee directors must hold shares of our common stock (or vested, but unsettled or deferred RSUs) with a value equal to five times their annual base cash retainer (currently 5x $40,000, or $200,000). The stock ownership guidelines do not apply to any non-employee director who elects not to receive compensation. All of our non-employee directors as of December 31, 2025 were in compliance with the stock ownership guidelines.

Director Education and Other Expense Reimbursement

Each of our non-employee directors is eligible for reimbursement for up to $10,000 per two-year period for documented director education expenses related to service on the board of directors or its committees. We also reimburse our non-employee directors for reasonable, customary, and documented travel expenses related to the board of directors or

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committee meetings as well as up to $5,000 per year for membership fees or other expenses related to membership in an association related to such non-employee director’s service to the board of directors or any of its committees.

Non-Employee Director Compensation Table for Fiscal 2025

Our directors who also serve as executive officers do not receive any additional compensation for their services as directors. The compensation received by Mr. Risher as an employee for the year ended December 31, 2025 is set forth in the “Summary Compensation Table” on page 48 of this proxy statement. Ms. Hersman joined our board of directors in January 2026 and therefore did not receive any compensation for fiscal 2025.

The following table provides information regarding the compensation received for services rendered to us by our non-employee directors for the year ended December 31, 2025:


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)	All Other Compensation ($)		Total ($)
Sean Aggarwal	104,080		260,003	—		364,083
Jill Beggs	50,000		260,003	—		310,003
Ariel Cohen	19,049	(2)(3)	—	—		19,049
Logan Green	56,006		260,003	—		316,009
David Lawee	66,028	(3)	260,003	—		326,031
Dave Stephenson	65,001	(3)	260,003	—		325,004
Betsey Stevenson	48,587		260,003	—		308,590
Janey Whiteside	53,498	(3)	260,003	—		313,501
John Zimmer	24,892		260,003	4,045	(4)	288,940

(1)Represents the grant date fair value of the RSUs calculated in accordance with ASC Topic 718. The grant date fair value was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant.

(2)Represents a partial year of the board of directors and committee cash compensation for Mr. Cohen, who resigned from our board of directors in May 2025.

(3)Messrs. Cohen, Lawee, Stephenson and Ms. Whiteside elected to receive all or a portion of their cash retainers in the form of fully vested RSU awards. Accordingly, in lieu of their respective retainers for any portion of 2025 or January 2026, Mr. Cohen received 1,086 RSUs with a total grant fair value of $12,120, Mr. Lawee received 4,371 RSUs with a total grant date fair value of $66,028, Mr. Stephenson received 4,254 RSUs with a total grant date fair value of $65,001, and Ms. Whiteside received 3,501 RSUs with a total grant date fair value of $53,498. The retainer that each director elected to receive in RSUs is reported as though they had been paid in cash and such retainer had not been converted into RSUs. This footnote does not include any RSUs granted in January 2025 in lieu of their cash retainers earned by directors for service during the fourth quarter of 2024.

(4)For Mr. Zimmer, reflects $4,045 in security fees.

The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2025 with respect to compensation they have received as non-employee directors:


Name	Grant Date(1)	Number of Shares of Stock or Units (#)
Sean Aggarwal	6/5/2025	8,371
Jill Beggs	6/5/2025	8,371
David Lawee	6/5/2025	8,371
David Stephenson	6/5/2025	8,371
Betsey Stevenson	6/5/2025	8,371
Janey Whiteside	6/5/2025	8,371

(1)Unless otherwise indicated, 25% of shares of our Class A common stock underlying the RSUs vest on each of the first four quarterly vesting dates occurring after June 5, 2025, except that the fourth quarterly vesting date shall occur no later than the day prior to the date of the 2026 annual meeting. Quarterly vesting dates are each of February 20, May 20, August 20, and November 20.

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PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our board of directors is currently composed of eight members. We have a classified board of directors consisting of two classes with three directors and one class with two directors, each serving staggered three-year terms.

At each annual meeting of stockholders, directors are elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier resignation or removal.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, David Risher, Deborah Hersman, and Dave Stephenson as nominees for election as directors at the Annual Meeting. If elected, Messrs. Risher and Stephenson and Ms. Hersman will serve as directors until the 2029 annual meeting of stockholders and until his or her successor is duly elected and qualified. Each of the nominees is currently a director of our company. Ms. Hersman is standing for election by stockholders for the first time. Non-management directors of the Company recommended Ms. Hersman to the nominating and corporate governance committee for consideration as a director. For information concerning the relevant experience, qualifications, attributes, and skills of the nominee that led our board of directors to recommend this person as a nominee for director, please see the section titled “Board of Directors and Corporate Governance.” Each of Messrs. Risher and Stephenson and Ms. Hersman has consented to being named as a nominee in this proxy statement and to continue to serve as a director, if elected; however, in the event that one of such director nominees is unavailable for election at the time of the Annual Meeting, the Company’s proxy holders will vote for another nominee substituted by our board of directors in place of the unavailable nominee or, as an alternative, our board of directors may reduce the number of directors on our board of directors. As of the date of this proxy statement, our board of directors knows of no reason why any of such director nominees would not be able to serve as a director if elected.

If you are a stockholder of record and you sign, date and return your proxy card or vote by telephone or over the Internet but, in each case, do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of each of Messrs. Risher and Stephenson and Ms. Hersman. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Vote Required

Each director is elected by a plurality of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote. “Plurality” means that the three nominees who receive the largest number of votes cast “For” such nominees are elected as directors. As a result, any shares not voted “For” a particular nominee (whether as a result of a withhold vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote (i) “FOR” for a director nominee or (ii) “WITHHOLD” for a director nominee.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.

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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2026. During our fiscal year ended December 31, 2025, PwC served as our independent registered public accounting firm.

At the Annual Meeting, our stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Our audit committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of PwC, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointment of PwC, our board of directors may reconsider the appointment. Representatives of PwC will be present at the Annual Meeting, and they will have an opportunity to make a statement and be available to respond to appropriate questions from our stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services billed to our company by PwC for our fiscal years ended December 31, 2024 and 2025.


	2024		2025
Audit Fees(1)	$	6,894,646	$	7,413,963
Audit-Related Fees(2)	–		–
Tax Fees(3)	–		13,460
All Other Fees(4)	252,000		2,000
Total Fees	$	7,146,646	$	7,429,423

(1)Audit Fees consisted of fees incurred for services rendered for the annual audit and quarterly reviews of the Company’s consolidated financial statements, professional consultations with respect to accounting issues, registration statement filings and issuance of consents and similar matters.

(2)Audit-Related Fees consisted of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations in connection with acquisitions, attest services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

(3)Tax Fees include the aggregate fees billed for services rendered for tax compliance, tax advice, and tax planning.

(4)All Other Fees include the aggregate fees for compliance-related services, assessments of climate reporting readiness, and access to online accounting and tax research software applications.

Auditor Independence

In making its recommendation to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026, our audit committee has considered whether services other than audit and audit-related services provided by PwC are compatible with maintaining the independence of PwC and has determined that PwC is independent.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all audit services and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the registered public accounting firm's independence. All services provided by PwC for our fiscal years ended December 31, 2024 and 2025 were pre-approved by our audit committee in accordance with the policy.

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Vote Required

The ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors comprised solely of independent directors as required by the listing standards of the Nasdaq Stock Market and rules and regulations of the SEC. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. With respect to Lyft’s financial reporting process, Lyft’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Lyft’s consolidated financial statements. Lyft’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), is responsible for performing an independent audit of Lyft’s consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Lyft’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

•reviewed and discussed the audited financial statements with management and PwC;

•discussed with PwC the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and

•received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with PwC its independence.

Based on the audit committee’s review and discussions referred to in the bulleted list above, the audit committee recommended to the board of directors that the audited financial statements be included in Lyft’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Dave Stephenson (Chairperson)

Sean Aggarwal

Jill Beggs

Betsey Stevenson

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Securities Exchange Act of 1934, as amended (“Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

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PROPOSAL NO. 3
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee or our board of directors. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

We believe that the information provided in the section titled “Executive Compensation,” and in particular the information discussed in the section titled “Executive Compensation—Compensation Philosophy,” demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion and other related disclosure.”

Vote Required

The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF

FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF

OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Act and Section 14A of the Exchange Act enable our stockholders to indicate their preference at least once every six years regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, we are asking our stockholders to indicate whether they would prefer an advisory vote every one year, two years or three years. Alternatively, stockholders may abstain from casting a vote.

After considering the benefits and consequences of each alternative, our board of directors recommends that the advisory vote on the compensation of our named executive officers be submitted to the stockholders every year. In formulating its recommendation, our board of directors considered that compensation decisions are made annually and that an annual advisory vote on the compensation of our named executive officers will allow stockholders to provide more frequent and direct input on our compensation philosophy, policies and practices.

Vote Required

The alternative among one year, two years or three years that receives the highest number of votes cast at the Annual Meeting by stockholders entitled to vote thereon will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal.

While our board of directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether non-binding future stockholder advisory votes on the compensation of our named executive officers should be held every year, two years or three years.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will consider the outcome of this vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our named executive officers.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO HOLD FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY “ONE YEAR.”

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PROPOSAL NO. 5

AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO REMOVE INOPERATIVE PROVISIONS, INCLUDING REFERENCES TO CLASS B COMMON STOCK AND UPDATE OTHER MISCELLANEOUS PROVISIONS

Background

We are seeking our stockholders’ approval to amend our Restated Certificate of Incorporation to remove any and all references to shares of Class B common stock and make other conforming changes with respect to the same.

On August 15, 2025, each outstanding share of Class B common stock automatically converted into one share of Class A common stock, pursuant to the terms of our Restated Certificate of Incorporation. In connection with such conversion, we filed the Certificate of Retirement with the Secretary of State of the State of Delaware to retire the Class B common stock that were issued but no longer outstanding following the conversion, which had the effect of reducing the total number of authorized shares of Class B common stock to 87,220,291 shares under the Restated Certificate of Incorporation. There are no shares of Class B common stock outstanding, and we have no plans to issue additional shares of Class B common stock in the future. As a result, all references to Class B common stock in the Restated Certificate of Incorporation are superfluous.

Proposal No. 5 seeks stockholder approval to amend the Restated Certificate of Incorporation to remove all references to Class B common stock, including the terms and rights associated with such stock, as well as provisions relating to the conversion of Class B common stock to Class A common stock. Approval of amendments contemplated by this Proposal No. 5 would also result in the elimination of certain definitions that pertain entirely to these omitted provisions. As a result, the authorized equity capitalization of the Company would consist of 18,000,000,000 shares of Class A common stock and 1,000,000,000 shares of undesignated Preferred Stock, par value $0.00001 per share. The proposed amendments do not effectuate any substantive changes to the rights of the Company or its stockholders; rather, they just simplify the Restated Certificate of Incorporation and make it more readable by eliminating provisions that are no longer applicable.

In proposing these amendments to the Restated Certificate of Incorporation, our board of directors seeks to streamline our Restated Certificate of Incorporation and remove historical provisions that are no longer applicable. Our board of directors unanimously concluded, on the recommendation of the nominating and governance committee, that the proposed changes contemplated by this Proposal No. 5 are advisable and in the best interest of the Company and our stockholders.

A marked version of the applicable provisions of our Restated Certificate of Incorporation with the amendments proposed by this Proposal No. 5 is included with this proxy statement as Appendix B with deletions in strikethrough and additions in underline. This description of such amendments to our Restated Certificate of Incorporation is qualified in its entirety by reference to the text of the amendments as set forth in Appendix B.

If this Proposal No. 5 is approved by the requisite vote of our stockholders at the Annual Meeting, the proposed amendments to the Restated Certificate of Incorporation reflected in Appendix B would be included in an amended and restated certificate of incorporation and would become effective upon the filing of such amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting. If this Proposal No. 5 is not approved by the requisite votes of our stockholders at the Annual Meeting, the amendments to our Restated Certificate of Incorporation described in this Proposal No. 5 and reflected in Appendix B would not become effective and would not be included in an amended and restated certificate of incorporation reflecting any other amendments adopted at the Annual Meeting, and the provisions of our Restated Certificate of Incorporation that reference Class B common stock would remain in the Restated Certificate of Incorporation.

The approval of this Proposal No. 5 is not conditioned upon the approval of Proposal No. 6, which also proposes amendments to our Restated Certificate of Incorporation. If stockholders approve both of these proposals, then we intend to file a single amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, to be effective upon such filing, that incorporates the amendments contemplated by any and all of the proposals that pass.

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The amendments contemplated by this Proposal No. 5 will not change any substantive terms of the Class A common stock or impact any powers or rights of our stockholders. The Class A common stock will continue to be listed and trade on the Nasdaq under the symbol “LYFT.”

Vote Required

The approval of the proposed amendments to our Restated Certificate of Incorporation to remove inoperative provisions, including references to Class B common stock and make other conforming changes with respect to the same requires the affirmative vote of the holders of at least two-thirds of the voting power of our outstanding common stock entitled to vote generally in the election of directors. Abstentions and broker non-votes will have the effect of a vote “AGAINST” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AMENDMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION TO REMOVE INOPERATIVE PROVISIONS, INCLUDING REFERENCES TO CLASS B COMMON STOCK AND UPDATE OTHER MISCELLANEOUS PROVISIONS.

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PROPOSAL NO. 6

AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO REFLECT DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION

In August 2022, the State of Delaware, which is the Company’s state of incorporation, enacted legislation that enables Delaware corporations to limit the liability of certain of their officers in limited circumstances. Specifically, Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”) was amended to authorize corporations to adopt a provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers for breach of the fiduciary duty of care. Previously, the DGCL allowed only exculpation of directors for breach of the fiduciary duty of care. As amended, Section 102(b)(7) of the DGCL authorizes corporations to provide for exculpation of the following officers: (i) the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in the corporation’s SEC filings, and (iii) other individuals who have agreed to be identified as officers of the corporation.

In light of this update in the law, we are proposing to amend Article IX of our Restated Certificate of Incorporation to provide for exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law. The Delaware statute only permits exculpation for direct claims (and not for derivative claims made by stockholders on behalf of the corporation) and does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The amendment we are proposing would only permit exculpation to the extent permitted under Delaware law.

Additionally, consistent with the language for exculpation of directors currently included in Article IX of our Restated Certificate of Incorporation, we are further proposing to amend Article IX to provide that no amendment, repeal or elimination of Article IX or adoption of a provision inconsistent with Article IX will eliminate, reduce or otherwise adversely affect any limitation on the personal liability of an officer of the Company existing at the time of such amendment, repeal, elimination, or adoption. As noted, this is consistent with the protection currently provided to directors.

The proposed amendment of the Restated Certificate of Incorporation would substantially align the protections for our officers with those protections currently afforded to our directors. Our board of directors believes that it is advisable to provide for more consistent treatment of officers and directors with respect to exculpation from liability under Delaware law given that both officers and directors have similar fiduciary duties. In addition, our board of directors believes the proposed amendment would better position the Company to attract top officer candidates. In the absence of this exculpatory protection, qualified officers might be deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. Our board of directors also believes this proposed amendment will strike a balance between stockholders’ interest in accountability and their interest in the Company being able to attract and retain quality officers to work on its behalf. The officer exculpation provision could also potentially reduce litigation costs associated with certain lawsuits. Further, our board of directors considered the extent of exculpation provided under the law and, accordingly, the extent of our proposed amendment, which is consistent with the relevant Delaware statute, and believes that it is reasonable and does not unduly impact stockholder rights.

Therefore, taking into account the narrow class and type of claims for which officers’ liability would be exculpated, and the benefits our board of directors believes would accrue to the Company and its stockholders in the form, among other things, of an enhanced ability to attract and retain talented officers, our board of directors has unanimously determined that it is advisable and in the best interests of the Company and our stockholders to amend our Restated Certificate of Incorporation to provide such exculpation to the extent permitted by Delaware law, and has approved the amendment subject to stockholders’ approval. In accordance with Delaware law, we hereby seek approval of the amendment of our Restated Certificate of Incorporation to reflect certain Delaware law provisions regarding officer exculpation.

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A marked version of the applicable provisions of our Restated Certificate of Incorporation with the amendments proposed by this Proposal No. 6 is included with this proxy statement as Appendix C with deletions in strikethrough and additions in underline. This description of such amendments to our Restated Certificate of Incorporation is qualified in its entirety by reference to the text of the amendments as set forth in Appendix C.

If this Proposal No. 6 is approved by the requisite vote of our stockholders at the Annual Meeting, the proposed amendments to the Restated Certificate of Incorporation reflected in Appendix C would be included in an amended and restated certificate of incorporation and would become effective upon the filing of such amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting. If this Proposal No. 6 is not approved by the requisite votes of our stockholders at the Annual Meeting, the amendments to our Restated Certificate of Incorporation described in this Proposal No. 6 and reflected in Appendix C would not become effective and would not be included in an amended and restated certificate of incorporation reflecting any other amendments adopted at the Annual Meeting, and the provisions of our Restated Certificate of Incorporation that provide for director exculpation would remain the same.

The approval of this Proposal No. 6 is not conditioned upon the approval of Proposal No. 5, which also proposes amendments to our Restated Certificate of Incorporation. If stockholders approve both of these proposals, then we intend to file a single amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, to be effective upon such filing, that incorporates the amendments contemplated by Proposals 5 and 6. If only Proposal No. 6 passes, we will only file the amendment to the Certificate of Incorporation contemplated by Proposal No. 6.

Vote Required

The approval of the amendment to the Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation requires the affirmative vote of a majority of the voting power of the outstanding shares of our common stock entitled to vote thereon. Abstentions and broker non-votes will have the effect of a vote “AGAINST” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO REFLECT DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION.

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EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of March 31, 2026. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

Name

Age

Position

David Risher

Chief Executive Officer and Director

Erin Brewer

Chief Financial Officer

Lindsay Llewellyn

Chief Legal and Business Officer and Corporate Secretary

For Mr. Risher’s biography, see “Nominees for Director.”

Erin Brewer. Ms. Brewer has served as our Chief Financial Officer since July 2023. From May 2020 to October 2022, Ms. Brewer served as Managing Director Enterprise Finance at Charles Schwab & Co., Inc., a financial services company. From September 2018 to April 2020, Ms. Brewer served as Head of Strategy and Finance at Atlassian Corporation, a software development company. Previously, Ms. Brewer served in a variety of roles for McKesson Corporation from August 2005 to July 2018, most recently as EVP and Chief Accounting Officer from 2016 to 2018 and before that in a variety of senior investor relations, financial planning and analysis, and finance roles. Ms. Brewer also served as a board member for McKesson Ventures from 2016 to 2018. Ms. Brewer holds a B.S. in Accounting from Purdue University and an M.B.A. from the Haas School of Business at the University of California, Berkeley.

Lindsay Llewellyn. Ms. Llewellyn has served as our Chief Legal and Business Officer and Corporate Secretary since July 2025. She previously served as our Chief Legal Officer and Secretary from July 2024 to July 2025, as our General Counsel and Secretary from November 2021 to July 2024, as our acting General Counsel from January 2021 to June 2021, as our Vice President, Associate General Counsel from June 2021 to November 2021 and from March 2017 to December 2020, as our Managing Counsel, Litigation from August 2015 to March 2017, and as our Litigation Counsel from September 2014 to August 2015. From 2008 to 2014, Ms. Llewellyn served as an associate at Winston & Strawn LLP, a law firm. Ms. Llewellyn holds a B.A. in Political Science and Communications from the University of Southern California and a J.D. from the University of California, College of the Law, San Francisco (formerly University of California, Hastings College of Law).

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis summarizes our compensation philosophy, objectives and structure for the Named Executive Officers (“NEOs”) listed below.

•David Risher, Chief Executive Officer and member of our board of directors

•Erin Brewer, Chief Financial Officer

•Lindsay Llewellyn, Chief Legal and Business Officer and Corporate Secretary

Executive Summary

The goal of our executive compensation program is to attract, retain and motivate highly qualified and customer-obsessed leaders who are responsible for our success. Our executive compensation program is also designed to support a pay-for-performance culture and to promote strong alignment between the interests of our executives and our stockholders.

2025 Performance Highlights

In 2025, we continued to execute on our mission to serve and connect while delivering improved financial performance and positioning the Company for future success. Highlights of our 2025 performance include:

•Achieved record Gross Bookings of $18,507.0 million (+15% year over year).

•Generated $1,115.6 million in free cash flow (+46% year over year).

•Delivered $528.8 million in Adjusted EBITDA (+38% year over year).

•Supported 945.5 million rides (+14% year over year).

•Expanded our platform to Europe through our acquisition of Freenow in July 2025.

•Continued to deliver incremental value to our riders through partnerships with DoorDash and United Airlines and enhanced our Business Travel rewards program.

•Accelerated our autonomous vehicle strategy through expanded partnerships with Waymo, May Mobility, and Baidu.

*Adjusted EBITDA and free cash flow are non-GAAP financial measures. See Appendix A for a full reconciliation.

Evolution of Our Compensation Program and 2025 Compensation Highlights

Our executive compensation program has continued to evolve since our initial public offering in 2019. In 2025, we introduced a performance-based annual cash incentive plan that included all of our named executive officers for the first time. Additional details on the evolution of our program are summarized below:

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2023	2024	2025
Non-CEO NEO Compensation	Non-CEO NEO Compensation	Non-CEO NEO Compensation
Introduced performance-based restricted stock units (“PSUs”) for annual equity award to NEOs.	Increased emphasis on PSUs to 50% of target annual equity awards for our non-CEO NEOs.	Adopted new performance-based annual cash incentive plan that includes all NEOs.

CEO Compensation	CEO Compensation	CEO Compensation
Awarded 100% PSUs to our CEO in connection with his new hire package.	No new equity awards.	No new equity awards.

Dilution/Broader Long Term Incentive Program	Dilution/Broader Long Term Incentive Program	Dilution/Broader Long Term Incentive Program
Reduced our annual stock-based compensation (SBC) to $485 million (down from $751 million in 2022).	Further reduced our annual SBC to $331 million.	Maintained roughly flat annual SBC at $322 million.
	Shifted our tax withholding method for equity awards from “sell to cover” to “net share settlement” to help offset ongoing dilution.	Authorized a program to repurchase up to $750 million of our Class A common stock and completed $500 million in repurchases during the year. In February 2026, we authorized a new share repurchase program for the repurchase of up to $1.0 billion of our Class A common stock, in addition to amounts remaining available under our initial repurchase program.

Additional highlights and details of our 2025 executive compensation program include:

•No increases to base salary. The compensation committee did not make any changes to the base salaries of our NEOs for 2025.

•Adopted executive annual cash incentive plan. Consistent with the evolution of our executive compensation program, we adopted a performance-based cash incentive plan that included all of our NEOs. The new bonus opportunity for our non-CEO NEOs was taken into account in planning for their fiscal 2025 annual equity awards such that the target fiscal 2025 annual equity values were lower than they would have been had we not adopted the new cash incentive plan. Based on our achievement of the pre-defined targets for Gross Bookings and Adjusted EBITDA, payouts under the plan were 108.5% of target.

•Continued emphasis on PSUs. Maintained our target mix of 50% PSUs and 50% RSUs for our participating NEOs.

•No new CEO award. As noted above, our CEO did not receive an equity award in 2024 or 2025 (and is not expected to receive one in 2026). Our CEO’s sole equity award as an employee remains his 2023 new hire grant of PSUs tied to aggressive stock price goals. To date, our CEO has achieved two of the nine stock price goals. For the next goal to be achieved, we must sustain a $25 stock price (on average) for 90 consecutive calendar days prior to the end of the performance period. For all goals to be achieved, we must sustain an $80 stock price (on average) for 90 consecutive calendar days.

Additional information on the equity awards granted to our NEOs in 2025 can be found in the section titled “2025 Equity Awards to NEOs” on page 38 of this proxy statement.

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The table below shows the 2025 pay mix between base salaries, cash bonus, the grant date fair values of equity awards granted in 2025, and the non-equity incentive plan compensation for our NEOs that are set forth in the “Summary Compensation Table” on page 48 of this proxy statement.


Name	Base Salary (%)	Cash Bonus (%)	Non-Equity Incentive Plan Compensation (%)	Equity (%)
David Risher	27.9%	0.0%	72.1%	0.0%	(1)
Erin Brewer	10.9%	0.0%	5.9%	83.2%
Lindsay Llewellyn	12.2%	8.5%	6.6%	72.7%

(1)Mr. Risher received a PSU award upon his appointment to CEO in 2023, which is intended to be Mr. Risher’s sole equity award for the initial four years of his employment. Therefore, Mr. Risher did not receive an annual equity award in 2025 and is not expected to receive any incremental equity awards until 2027 unless there are future unexpected changes in the Company’s business or other unforeseen factors that the Board or compensation committee determine would make it in the best interest of the Company and its stockholders to grant additional equity award(s) to him.

Note: Our NEOs are eligible for certain perquisites and other personal benefits. Such benefits are not considered a key element of our NEOs’ compensation and therefore are not shown or included in the calculations in the table above. Additional discussion of perquisites and other personal benefits is set forth in “Executive Perquisites and Benefits” on page 44 of this proxy statement and in the “Summary Compensation Table” on page 48 of this proxy statement.

Determining Executive Compensation

Role of Board, Compensation Committee and its Advisors

The compensation committee is responsible for recommending to the board of directors for approval the primary components of compensation for our NEOs. The compensation committee considers the scope and complexity of each executive’s role and impact to our business, market data, individual performance as well as the recommendations from Mr. Risher (except with respect to his own compensation), and makes recommendations to the board of directors for approval. Individual performance evaluations are typically conducted in the fourth quarter of each year prior to setting the compensation for the following year, and for Mr. Risher specifically, the board of directors also assesses CEO performance across the Company's core values including leadership, customer experience, talent development, and ability to create an inclusive environment. The board of directors also considers feedback gathered in connection with a 360-performance review that takes into account alignment with our values. The board of directors considers the compensation committee’s recommendations as well as these same factors considered by the compensation committee in approving compensation for the NEOs.

The compensation committee has the authority to engage its own advisors to assist in carrying out its responsibilities. The compensation committee engaged Pay Governance, a leading independent compensation consulting firm to serve as its independent compensation consultant. Pay Governance provides consulting services to more than 10% of the S&P 500 and has been retained by the compensation committee since 2017. Pay Governance advises our compensation committee on general marketplace trends in executive compensation, makes or reviews proposals for executive compensation programs, recommends peer companies for inclusion in competitive market analyses of compensation and otherwise advises the compensation committee with regard to how our compensation practices compare with those of other companies. Pay Governance does not provide any services to Lyft other than as directed by the compensation committee. The compensation committee has assessed the independence of Pay Governance taking into account, among other things, the enhanced independence standards and factors set forth in Exchange Act Rule 10C-1 and the applicable listing standards of Nasdaq, and concluded that there are no conflicts of interest regarding the work that Pay Governance performs for the compensation committee and that Pay Governance satisfies the independence standards under Nasdaq.

Role of Management

Our Chief People Officer reviews our executive compensation practices against our peer companies and provides input to Mr. Risher on market levels of compensation. Based on his review of each executive’s performance and input

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from our Chief People Officer and Pay Governance, Mr. Risher provides the compensation committee and the board of directors with compensation recommendations for all of our NEOs other than himself.

Comparative Market Data (Peer Group)

In making its recommendation to the board of directors on compensation arrangements, for our NEOs, the compensation committee reviews market data for executive compensation using relevant published survey data as well as compensation data from the proxy statements of our peer group, discussed below. The market data elements that were reviewed included base salary, target bonus, target total cash (consisting of salary and target bonus), long term incentive value and total target compensation (consisting of salary, target bonus, and target long-term incentives).

Each year our compensation committee reviews, with assistance from Pay Governance and input from management, the then-current compensation peer group and selection criteria used for determining the peer group. While the compensation committee believes there is value in understanding market practices for similarly-sized public companies, the compensation committee also recognizes that we are a company with a transformative business model and that there are a limited number of directly comparable companies of similar size to Lyft. In addition, we compete in a highly-competitive talent market for executive, engineering and other key talent against both start-ups and larger, well-established technology companies. Based on our experience, we do not believe non-technology companies in industries like transportation and logistics are the appropriate comparables for our business. Given these factors, in reviewing our peer group, the compensation committee focused on U.S. publicly-traded technology companies based on the following targeted selection criteria:


Criteria			Detail
Revenue			Approximately 33% to 300% of Lyft’s revenue
Market Capitalization			Approximately 25% to 400% of Lyft’s market cap
Headcount			33% to 300% of Lyft’s headcount
Location			Preference for companies principally located in the San Francisco Bay Area
Other			Preference for an appropriate balance of larger and smaller companies by market capitalization that positions Lyft, within the peer companies, generally at/close to the median for market capitalization

Using the criteria described above, the compensation committee approved the following 25 companies as the peer group for fiscal 2025:


Affirm Holdings, Inc.	Dropbox, Inc.	RingCentral, Inc.	Viasat, Inc.
AppFolio, Inc.	Etsy, Inc.	Shutterstock, Inc.	Yelp Inc.
Asana, Inc.	Five9, Inc.	SoFi Technologies, Inc.	Zillow Group, Inc.
BILL Holdings, Inc.*	GoDaddy Inc.	Squarespace, Inc.	ZipRecruiter, Inc.
Box, Inc.	Guidewire Software, Inc.	Teladoc Health, Inc.
Carvana Co.	Nutanix, Inc.	Toast, Inc.
Compass, Inc.	Pure Storage, Inc.	Tripadvisor, Inc.

*New peer company for fiscal 2025

For fiscal 2025 compensation decisions, the compensation committee revised the previous peer group to exclude Alteryx because it is no longer a publicly traded company. BILL Holdings, Inc. was added to the peer group, as it met the market capitalization and location criteria described above. At the time the fiscal 2025 peer group was approved in Q3 of 2024, Lyft’s market capitalization was between the 40th and 50th percentiles and Lyft’s revenue for the last four quarters was above the 90th percentile among the peer group companies.

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For fiscal 2026 compensation decisions, the compensation committee revised the peer group to exclude three companies (Carvana, Inc., Shutterstock, Inc., and ZipRecruiter, Inc.) due to size considerations and one company (Squarespace, Inc.) because it is no longer a publicly-traded company. In addition, Maplebear Inc., and Shift4 Payments, Inc. were added to the peer group based on the selection criteria described above.

Stockholder Advisory Vote

Our board of directors has determined to hold an advisory vote on our executive compensation program on an annual basis. This provides our stockholders with an opportunity to provide feedback on our executive compensation program each year. After receiving approximately 72% support at our annual stockholder meeting in 2024 for our 2023 executive compensation program, at our annual stockholder meeting in 2025, we received approximately 94% support, based on the votes cast, for our 2024 executive compensation program. We believe that the strong support we received for our 2024 executive compensation program and the significant year over year increase indicates that stockholders generally support the changes we have made to our executive compensation program and therefore the compensation committee did not make material changes to our framework for 2025.

We continue to take opportunities to gain a more detailed understanding of our stockholders’ views relating to executive compensation and to respond to any specific questions or concerns related to our program by meeting with our largest stockholders and engaging in conversations covering a broad range of topics, including our strategy, operations, governance, as well as executive and broader equity compensation. Since our last Say on Pay vote, we met with several of our largest stockholders and engaged in conversations covering a broad range of topics including our strategy, operations, governance, as well as executive and broader equity compensation.

2025 Executive Compensation

Base Salary

We use base salary to provide a fixed amount of cash compensation to our NEOs for their services. During fiscal 2025, none of our NEOs received a salary increase. For 2025, the annualized base salaries of all our NEOs was $650,000 per year, except Mr. Risher, who received $725,000.

Annual Cash Incentive

For fiscal year 2025, the compensation committee recommended, and the board of directors approved, an annual cash bonus for all NEOs based on performance goals consisting of Gross Bookings and Adjusted EBITDA, each weighted 50%. These performance goals and related achievement levels were selected and designed to focus the NEOs on increasing Gross Bookings and Adjusted EBITDA, in each case, as reported by the Company in its public reporting (with the required threshold, target and maximum levels, as shown in the table below), which the compensation committee and board of directors believe will increase stockholder value consistent with our overall growth strategy. The target bonus for Mr. Risher was set at 100% of his base salary. Mr. Risher also received an additional bonus opportunity equal to a target of $1,000,000, based on the same metrics and weightings. The incremental $1,000,000 cash bonus opportunity was provided to Mr. Risher to drive performance and accountability against the Company’s Gross Bookings and Adjusted EBITDA goals specific to fiscal year 2025. The target bonus for all other NEOs was set at 50% of the applicable NEO’s base salary, with maximum bonus capped at 150%, with achievement with respect to each measure based on a straight-line linear interpolation between threshold and maximum.

For fiscal 2025, Mr. Risher received a performance bonus of $1,871,625 and Mses. Brewer and Llewellyn both received $352,625, which was 108.5% of their target bonus, based on performance as described below.

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	Gross Bookings (1)	Adjusted EBITDA (2)	% Payout
	($ in billions)	($ in millions)
Threshold	$17.71	$478	50	%
Target	$18.62	$502	100	%
Maximum	$19.56	$527	150	%

(1)Gross Bookings refers to the total dollar value of transactions including any applicable taxes, tolls and fees, for rides and other offerings provided by the Company, excluding tips to drivers.

(2)Adjusted EBITDA is a non-GAAP financial measure. Please see the explanation of non-GAAP measures as well as the reconciliation from GAAP to non-GAAP measures contained in Appendix A under the sections titled “Supplemental Information About Financial Measures” and “GAAP to Non-GAAP Reconciliations.”

Actual Gross Bookings and Adjusted EBITDA performance, as reported by the Company in its public reporting, were $18.51 billion and $528.8 million, respectively. For the purposes of calculating the NEOs’ annual cash incentive payout percentage of 108.5%, the Gross Booking actual performance value was adjusted to exclude Gross Bookings related to Freenow and TBR Global Chauffeuring (“TBR”) because these acquisitions occurred during the course of 2025 and the performance goal targets established under the annual incentive plan were based on organic Gross Bookings. The compensation committee determined to adjust the Gross Bookings actual performance value to exclude results from Freenow and TBR to more accurately reflect the Company’s organic business growth in 2025 without the impact of acquisition-related growth. This had the effect of reducing the overall payout percentage under the annual cash incentive plan. The compensation committee determined to not adjust the Adjusted EBITDA actual performance value to exclude results from Freenow and TBR, since any such adjustments would have had no impact on the Company’s achievement of the maximum threshold for the Adjusted EBITDA metric.

Other Cash Bonus Arrangements During 2025

During 2025, Ms. Llewellyn received a $250,000 payment which represented the second and final installment of the $500,000 retention bonus she was awarded in connection with her promotion to Chief Legal Officer in 2024.

Ms. Llewellyn also received a cash bonus payment of $200,000 during 2025 in recognition of her service as our interim Chief People Officer from November 2024 through July of 2025.

2025 Equity Awards to NEOs (excluding CEO)

We have historically used equity compensation as our primary element of compensation and to differentiate compensation levels among our NEOs. We believe that emphasizing equity compensation for our NEOs encourages them to have a long-term focus since the value of their equity compensation depends on the performance of our stock over multiple years. The size of equity awards is determined by the compensation committee and board of directors after consideration of market data as described further above in “Comparative Market Data (Peer Group),” input from our CEO as well as the scope of responsibilities of each NEO and their impact on our business. In addition, the compensation committee considers the impact of the equity awards on our overall equity award budget and associated stock-based compensation expense.

In 2025, our CEO did not receive an equity award. The only equity award he has received as an employee was granted in 2023 in connection with his hiring and is described in the section “2023 CEO PSU” below. For our other NEOs, we continued to use a combination of 50% time-based RSUs and 50% PSUs (based on target value).

The time-based RSUs granted in connection with our 2025 annual equity award program vest based on the NEO's continued employment in twelve equal installments over a three-year period in accordance with the Company’s standard quarterly vesting schedule. RSU awards are subject to the terms of our 2019 Plan and an applicable award agreement thereunder.

The PSUs granted in connection with our 2025 equity award program become eligible to vest upon the attainment of goals for our stock price within defined performance periods, plus a further requirement of continued service through

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the later of goal attainment and the first eligible vesting date. The PSUs are divided into four tranches, each with its own performance period, performance condition and minimum vesting period. Each tranche is eligible to vest based on the achievement of a stock price goal over a consecutive 90 calendar day period during the performance periods applicable to the tranche, as set forth in the table below. The approach of using stock price as the performance criteria was selected based on a desire to further strengthen the alignment between pay and performance for our NEOs and to promote alignment between the compensation program of our CEO and our other NEOs. To earn 100% of the PSUs would require our stock price to appreciate by approximately 75% from the starting price of $13.53, which was the trailing 20-trading day average closing stock price prior to January 24, 2025.

In addition to the stock price goals, the PSUs also require continued service through the later of the first eligible vesting date, as shown in the table below, and the date the compensation committee certifies the attainment of the applicable performance condition. The first eligible vesting date is tied to the number of years after the grant date of the PSU award and represents the date the NEO will need to be employed in order to receive the vested award, if the performance conditions have been met for each designated performance period. This feature was included to ensure that even if all of the stock price goals are achieved early in the performance period, these PSUs still will continue to provide four years of retention and stockholder alignment.

The following table shows a summary of the performance-related terms for each tranche of the PSUs, including the applicable performance period and stock price goal. 25% of the PSUs were eligible to be earned based on attainment of each of the four stock price goals. The stock prices were determined using a 15% year-over-year increase from a stock price equal to the trailing 20-trading day average closing price prior to January 24, 2025.


Tranche	Performance Period (measured from the date of grant)	% of PSUs	Performance Condition (Price per Share)	First Eligible Vesting Date
1	Two years	25%	$15.56	2/20/2026
2	Three years	25%	$17.89	2/20/2027
3	Four years	25%	$20.57	2/20/2028
4	Four years	25%	$23.66	2/20/2029

If the average closing price of the Company’s Class A common stock fails to reach the stock price goal for a particular tranche of the PSUs over a consecutive 90 calendar day period during the designated performance period, or if the participant terminates service to the Company before achieving a performance condition, or terminates service prior to the first eligible vesting date, no portion of that tranche will vest (except in the limited circumstances described below for a qualifying termination of employment within three months prior to a Change in Control (as defined in our 2019 Plan)).

The stock price goals and number of shares of the Company’s Class A common stock underlying the PSUs will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events under our 2019 Plan. PSU awards are subject to the terms of our 2019 Plan and an applicable award agreement thereunder.

The stock price target of $15.56 for the first tranche was achieved during the third quarter of 2025. The stock price target of $17.89 for the second tranche and $20.57 for the third tranche were achieved during the fourth quarter of 2025. The last tranche was not achieved through the end of 2025.

The following table shows the grant date fair values of equity awards granted to our NEOs in 2025. The values our NEOs may realize from these awards depend on our stock price as these awards vest and settle (or after forfeited, as applicable) over the vesting period, and may be different than the values shown below.

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	Grant Date Fair Value ($)(1)
Name	Annual RSU(2)	Annual PSU(3)(4)	Total ($)
David Risher	—	—	—
Erin Brewer	2,369,698	2,587,896	4,957,594
Lindsay Llewellyn	1,849,741	2,020,070	3,869,811

(1)Amounts reported represent the grant date fair value of the equity awards calculated in accordance with ASC Topic 718 considering any valuation assumptions discussed in Note 2 “Summary of Significant Accounting Policies - Stock-Based Compensation” and Note 12 “Common Stock and Employee Stock Plans” in the footnotes of our Annual Report on Form 10-K for the year ended December 31, 2025.

(2)The grant date fair value was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant.

(3)The grant date fair value of these equity awards ranges from $11.34 to $12.07 per share, which was determined using a Monte Carlo simulation model, incorporating the following assumptions: (i) risk-free interest rate of 4.21% based on the U.S. Treasury yield curve in effect on the date of grant date; (ii) cost of equity of 15.72% derived from the modified capital asset pricing model; (iii) expected dividend yield of 0% and (iv) expected volatility of 66.5%, based on the historical volatility of our Class A Common Stock.

(4)Mr. Risher received a PSU award upon his appointment to CEO in 2023, which is intended to be Mr. Risher’s sole equity award for the initial four years of his employment. Therefore, Mr. Risher did not receive an annual equity award in 2024 or 2025 and is not expected to receive any incremental equity awards until 2027, unless there are future unexpected changes in the Company’s business or other unforeseen factors that the Board or compensation committee determine would make it in the best interest of the Company and its stockholders to grant additional equity award(s) to him.

2023 CEO PSU

Mr. Risher received an award of PSUs in 2023 in connection with his initial employment and did not receive an annual equity award in 2024 or 2025 and is not expected to receive a grant in 2026.

The PSUs granted to Mr. Risher in 2023 cover a total of up to 12,250,000 shares of the Company’s Class A common stock. The PSUs become eligible to vest upon the attainment of nine stock price targets over a five-year performance period beginning on April 17, 2023. As shown in the table below, the stock price targets require significant increases from the base price of $10.00 per share. The base price reflects the average of the closing price of our Class A common stock over the consecutive 30-trading day period up to and including March 24, 2023 (the last trading day before the grant approval date).

The following table shows a summary of each tranche, including the number of PSUs eligible to vest per tranche and the applicable stock price target.


Tranche	Company Stock Target Price	Percentage Price Increase over Base Price	PSUs Eligible to Vest
1	$15.00	50%	1,225,000
2	$20.00	100%	1,225,000
3	$25.00	150%	1,470,000
4	$30.00	200%	1,470,000
5	$40.00	300%	1,715,000
6	$50.00	400%	1,715,000
7	$60.00	500%	1,102,500
8	$70.00	600%	1,102,500
9	$80.00	700%	1,225,000
Total			12,250,000

The stock price target of $15.00 for the first tranche was achieved during the second quarter of 2024. The stock price of $20.00 for the second tranche was achieved during the fourth quarter of 2025. None of the other tranches were achieved through the end of 2025.

Other important features of the PSU award include:

•100% performance-based: no portion of the award is eligible to be earned based on continued service alone.

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•Sustained stock price requirement: to earn the shares tied to each tranche, the average of our stock price over 90 consecutive calendar days must be at least at or above the applicable goal. This requires that the stock price growth is sustained for a meaningful period in order for the performance goal to be considered met and shares to become eligible to vest.

•Additional time-based vesting after a goal is attained: once achievement of a stock price target has been certified by the compensation committee, 50% of the PSUs in the applicable tranche will vest. Subject to continued service, the remaining 50% will vest on the one year anniversary of such certification. The PSUs are subject to Mr. Risher’s continued service as our CEO with us through the applicable vesting dates.

•No additional awards during initial employment term: the compensation committee intends for this award to be the only equity award Mr. Risher receives during the first four years of his tenure as our CEO.

In the event of a Change in Control (as defined in our 2019 Plan and as described under the section titled “Potential Payments Upon Termination or Change in Control” on page 52 of this proxy statement) of the Company before the end of the performance period, the price in the Change in Control will be used to measure attainment of the stock price targets shown above. For the single tranche (if any) that has a stock price target that is immediately above the Change in Control price (and to the extent not previously achieved), linear interpolation will be used to provide prorated vesting of that tranche. Immediately prior to the closing of the Change in Control, all PSUs earned based on the Change in Control price will vest and any unearned PSUs will be forfeited.

In the event of termination of Mr. Risher’s employment for any reason, any portion of the award for which the applicable stock price target has not been achieved generally will be forfeited. If Mr. Risher experiences an involuntary termination of employment by the Company without “cause” (and not due to his death or disability), or if Mr. Risher resigns with “good reason”, any unearned PSUs will remain outstanding and eligible to vest if one of the stock price targets is achieved (for the requisite 90 calendar day period) within two months after the date of his termination.

Mr. Risher’s award is also subject to our Clawback Policy, as amended on October 2, 2023, as it may be further amended from time to time in order to comply with the requirements of applicable law or the rules of the stock exchange upon which the Company’s Class A common stock is listed.

The CEO Employment Letter also provides that Mr. Risher will be eligible to participate in the Company’s Executive Change in Control and Severance Plan (or “Executive Severance Plan”). For additional details on payments that may be due to Mr. Risher in certain termination scenarios, see “Potential Payments Upon Termination or Change in Control” beginning on page 52 of this proxy statement.

Prior Non-CEO NEO PSUs

2024 PSUs

In 2024, our Non-CEO NEOs, Mses. Brewer and Llewellyn, received PSUs covering 101,133 shares and 238,178 shares, respectively, under our 2024 equity award program.

The PSUs granted in connection with our 2024 equity award program become eligible to vest upon the attainment of goals for our stock price within defined performance periods, plus a further requirement of continued service through the eligible vesting date. The PSUs are divided into four tranches, each with its own performance period, performance condition and minimum vesting period. Each tranche is eligible to vest based on the achievement of a stock price goal over a consecutive 90 calendar day period during the performance periods applicable to the tranche, as set forth in the table below. The approach of using stock price as the performance criteria was selected based on a desire to further strengthen the alignment between pay and performance for our NEOs and to promote alignment between the compensation program of our CEO and our other NEOs. To earn 100% of the PSUs would require our stock price to appreciate by approximately 75% from the starting price of $17.03, which was the 20-day average closing stock price starting on February 16, 2024.

The following table shows a summary of the performance-related terms for each tranche of the PSUs, including performance period and stock price goal. 25% of the PSUs were elig

SEC Form DEF 14A filed by Lyft Inc.