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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41805

MAPLEBEAR INC.

(Exact name of registrant as specified in its charter)

Delaware

46-0723335

(State or other jurisdiction of
incorporation or organization)

(IRS Employer
Identification No.)

50 Beale Street, Suite 600

San Francisco, California 94105

(Address of principal executive offices) (Zip code)

(888) 246-7822

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

CART

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had outstanding 262,532,964 shares of common stock, par value $0.0001 per share, as of October 31, 2025.

Table of Contents

MAPLEBEAR INC. DBA INSTACART

TABLE OF CONTENTS

Page

Special Note Regarding Forward-Looking Statements

Part I

FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited):

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

103

Item 3.

Defaults Upon Senior Securities

103

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our financial performance, including revenue, cost of revenue, gross profit, operating expenses, net income, and key metrics such as gross transaction value (“GTV”) and orders, and our ability to maintain or increase future profitability and generate profitable growth over time;

•our ability to attract new customers and shoppers and maintain and/or increase engagement of existing customers and shoppers;

•our ability to effectively manage our growth and plan for and execute growth strategies and initiatives;

•anticipated trends, growth rates, and challenges in our financial performance, key metrics, and business and in the markets in which we operate;

•our ability to maintain and expand our relationships with retailers and brands and the effects of retailer consolidation;

•our ability to continue to grow across our current markets and expand into new markets;

•the effects of increased competition in our markets and our ability to successfully compete with companies that are currently in, or may in the future enter, the markets in which we operate;

•our estimated market opportunity;

•our ability to timely and effectively scale and adapt our offerings;

•our ability to maintain the safety, security, and availability of our platform;

•our ability to expand or enhance our existing offerings and develop new products, offerings, features, and use cases, bring them to market in a timely manner, and whether retailers, customers, brands, shoppers, or other partners launch or utilize such products, offerings, features, and use cases in the manner and timing that we expect;

•our ability to adapt to or utilize artificial intelligence and machine learning solutions as well the use of such solutions by our competitors;

•our ability to maintain, protect, and enhance our brand and intellectual property;

•our ability to identify, complete, and achieve anticipated business and financial benefits from acquisitions, strategic investments, collaborations, commercial arrangements, alliances or partnerships that complement and expand the functionality of Instacart and our offerings;

•our prices and pricing methodologies and our expectations for the impact of pricing on our competitive position and our financial results;

•macroeconomic and industry trends, including the impact on our business of trade policies enacted or proposed by the United States, such as tariffs or other trade restrictions, uncertainty related thereto, and responses by foreign governments to such policies, inflation, elevated interest rates, the effects of supply chain challenges, cessation of, interruptions to, or changes to government aid programs, heightened recession risk, and geopolitical conflicts;

•our ability to successfully defend litigation and government proceedings brought against us;

•the implications from any legislative, regulatory, judicial, administrative, or legal proceeding that changes our current relationship with shoppers, and the potential impacts on our business operations, our business model, fulfillment strategies, and financial performance;

Table of Contents

•our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the United States and internationally;

•our reliance on key personnel, our ability to attract, maintain, and retain management and skilled personnel, and the terms, timing, and implementation of management transitions and board changes;

•our expectations concerning our relationships with third parties; and

•our expectations regarding our share repurchase program.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information, actual results, revised expectations or the occurrence of unanticipated events, except as required by law.

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “our company,” and “Instacart” refer to Maplebear Inc. and its consolidated subsidiaries.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We intend to announce material information to the public through filings with the Securities and Exchange Commission (“SEC”), the investor relations page on our website, which is located at investors.instacart.com, our blog, which is located at www.instacart.com/company/blog, press releases, public conference calls, and public webcasts. The information disclosed through the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.

The information we post through these channels is not a part of this Quarterly Report on Form 10-Q. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MAPLEBEAR INC. DBA INSTACART

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share amounts, which are reflected in thousands, and per share amounts)

(unaudited)


	As of December 31,		As of September 30,
	2024		2025
ASSETS
Current assets:
Cash and cash equivalents	$	1,278	$	1,690
Short-term marketable securities	91		39
Accounts receivable, net of allowance of $4 and $3, respectively	1,014		1,042
Restricted cash and cash equivalents, current	152		126
Prepaid expenses and other current assets	162		134
Total current assets	2,697		3,031
Long-term marketable securities	—		62
Restricted cash and cash equivalents, noncurrent	19		18
Property and equipment, net	200		218
Operating lease right-of-use assets	21		31
Intangible assets, net	52		74
Goodwill	317		392
Deferred tax assets, net	771		696
Other assets	38		18
Total assets	$	4,115	$	4,540
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	80	$	78
Accrued and other current liabilities	505		532
Operating lease liabilities, current	13		3
Deferred revenue	200		219
Total current liabilities	798		832
Operating lease liabilities, noncurrent	13		34
Other long-term liabilities	25		23
Total liabilities	836		889
Commitments and contingencies (Note 10)
Series A redeemable convertible preferred stock; $0.0001 par value per share; 5,833 shares authorized, issued, and outstanding as of December 31, 2024 and September 30, 2025	186		193
Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 24,167 shares authorized as of December 31, 2024 and September 30, 2025; zero shares issued and outstanding as of December 31, 2024 and September 30, 2025	—		—
Common stock, $0.0001 par value per share; 2,000,000 shares authorized as of December 31, 2024 and September 30, 2025; 260,964 and 265,508 shares issued and outstanding as of December 31, 2024 and September 30, 2025, respectively	—		—
Additional paid-in capital	6,687		6,953
Accumulated other comprehensive loss	(9)		(4)
Accumulated deficit	(3,585)		(3,491)
Total stockholders’ equity	3,093		3,458
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity	$	4,115	$	4,540

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAPLEBEAR INC. DBA INSTACART

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share amounts, which are reflected in thousands, and per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025
Revenue	$	852	$	939	$	2,495	$	2,750
Cost of revenue	211		247		617		709
Gross profit	641		692		1,878		2,041
Operating expenses:
Operations and support	64		62		206		203
Research and development	149		169		449		479
Sales and marketing	213		206		600		640
General and administrative	77		87		289		319
Total operating expenses	503		525		1,544		1,641
Income from operations	138		166		334		401
Other income (expense), net	—		(1)		(2)		1
Interest income	15		16		54		45
Income before provision for income taxes	153		181		386		447
Provision for income taxes	35		37		77		81
Net income	$	118	$	144	$	309	$	366

Accretion related to Series A redeemable convertible preferred stock	(2)		(2)		(7)		(7)
Net income attributable to common stockholders, basic	$	116	$	142	$	302	$	359

Accretion related to Series A redeemable convertible preferred stock	2		2		—		7
Net income attributable to common stockholders, diluted	$	118	$	144	$	302	$	366

Net income per share attributable to common stockholders:
Basic	$	0.45	$	0.54	$	1.13	$	1.37
Diluted	$	0.42	$	0.51	$	1.06	$	1.30
Weighted-average shares used in computing net income per share attributable to common stockholders:
Basic	259,660		264,895		266,550		263,314
Diluted	281,003		283,176		285,701		282,479

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAPLEBEAR INC. DBA INSTACART

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025

Net income	$	118	$	144	$	309	$	366
Other comprehensive income (loss):

Change in foreign currency translation adjustments	2		(2)		(3)		5
Total other comprehensive income (loss)	2		(2)		(3)		5
Comprehensive income	$	120	$	142	$	306	$	372

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAPLEBEAR INC. DBA INSTACART

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

(in millions, except share amounts, which are reflected in thousands)

(unaudited)


	Series A Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balances at December 31, 2023	5,833	$	177	279,046	$	—	$	6,382	$	3	$	(2,635)	$	3,750
Accretion of Series A redeemable convertible preferred stock	—	2		—	—		(2)		—		—		(2)
Issuance of common stock upon settlement of restricted stock units	—	—		7,409	—		—		—		—		—
Exercise of common stock options	—	—		7,719	—		49		—		—		49
Common stock withheld or cancelled for tax obligation and net settlement	—	—		(3,040)	—		(83)		—		—		(83)
Stock-based compensation	—	—		—	—		17		—		—		17
Other comprehensive loss	—	—		—	—		—		(5)		—		(5)

Repurchase and retirement of common stock	—	—		(25,405)	—		—		—		(715)		(715)
Net income	—	—		—	—		—		—		130		130

Balances at March 31, 2024	5,833	$	179	265,729	$	—	$	6,363	$	(2)	$	(3,220)	$	3,141
Accretion of Series A redeemable convertible preferred stock	—	3		—	—		(3)		—		—		(3)
Issuance of common stock upon settlement of restricted stock units	—	—		4,147	—		—		—		—		—
Exercise of common stock options	—	—		3,557	—		25		—		—		25
Common stock withheld or cancelled for tax obligation and net settlement	—	—		(174)	—		(6)		—		—		(6)
Stock-based compensation	—	—		—	—		146		—		—		146


Repurchase and retirement of common stock	—	—		(9,686)	—		—		—		(325)		(325)
Net income	—	—		—	—		—		—		61		61

Balances at June 30, 2024	5,833	$	182	263,573	$	—	$	6,525	$	(2)	$	(3,484)	$	3,039

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAPLEBEAR INC. DBA INSTACART

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY, CONTINUED

(in millions, except share amounts, which are reflected in thousands)

(unaudited)


	Series A Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balances at June 30, 2024	5,833	$	182	263,573	$	—	$	6,525	$	(2)	$	(3,484)	$	3,039
Accretion of Series A redeemable convertible preferred stock	—	2		—	—		(2)		—		—		(2)
Issuance of common stock upon settlement of restricted stock units	—	—		4,055	—		—		—		—		—
Exercise of common stock options	—	—		307	—		2		—		—		2
Common stock withheld or cancelled for tax obligation and net settlement	—	—		(105)	—		(3)		—		—		(3)
Stock-based compensation	—	—		—	—		78		—		—		78
Other comprehensive income	—	—		—	—		—		2		—		2

Repurchase and retirement of common stock	—	—		(10,783)	—		—		—		(362)		(362)
Net income	—	—		—	—		—		—		118		118
Forfeiture of restricted stock	—	—		(61)	—		—		—		—		—
Balance at September 30, 2024	5,833	$	184	256,986	$	—	$	6,600	$	—	$	(3,728)	$	2,872

The accompanying notes are an integral part of these condensed consolidated financial statements

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MAPLEBEAR INC. DBA INSTACART

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY, CONTINUED

(in millions, except share amounts, which are reflected in thousands)

(unaudited)


	Series A Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balances at December 31, 2024	5,833	$	186	260,964	$	—	$	6,687	$	(9)	$	(3,585)	$	3,093
Accretion of Series A redeemable convertible preferred stock	—	2		—	—		(2)		—		—		(2)
Issuance of common stock upon settlement of restricted stock units	—	—		3,661	—		—		—		—		—
Exercise of common stock options	—	—		451	—		4		—		—		4
Common stock withheld or cancelled for tax obligation and net settlement	—	—		(154)	—		(8)		—		—		(8)
Stock-based compensation	—	—		—	—		77		—		—		77

Repurchase and retirement of common stock	—	—		(2,405)	—		—		—		(94)		(94)
Net income	—	—		—	—		—		—		106		106
Balances at March 31, 2025	5,833	$	188	262,517	$	—	$	6,758	$	(9)	$	(3,573)	$	3,176
Accretion of Series A redeemable convertible preferred stock	—	2		—	—		(2)		—		—		(2)
Issuance of common stock upon settlement of restricted stock units	—	—		3,464	—		—		—		—		—
Exercise of common stock options	—	—		301	—		2		—		—		2
Common stock withheld or cancelled for tax obligation and net settlement	—	—		(135)	—		(6)		—		—		(6)
Stock-based compensation	—	—		—	—		117		—		—		117
Other comprehensive income	—	—		—	—		—		7		—		7
Repurchase and retirement of common stock	—	—		(2,704)	—		—		—		(111)		(111)
Net income	—	—		—	—		—		—		116		116
Balances at June 30, 2025	5,833	$	191	263,443	$	—	$	6,869	$	(1)	$	(3,568)	$	3,299

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAPLEBEAR INC. DBA INSTACART

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY, CONTINUED

(in millions, except share amounts, which are reflected in thousands)

(unaudited)


	Series A Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balances at June 30, 2025	5,833	$	191	263,443	$	—	$	6,869	$	(1)	$	(3,568)	$	3,299
Accretion of Series A redeemable convertible preferred stock	—	2		—	—		(2)		—		—		(2)
Issuance of common stock upon settlement of restricted stock units	—	—		3,661	—		—		—		—		—
Exercise of common stock options	—	—		144	—		1		—		—		1
Common stock withheld or cancelled for tax obligation and net settlement	—	—		(161)	—		(7)		—		—		(7)
Stock-based compensation	—	—		—	—		92		—		—		92
Other comprehensive loss	—	—		—	—		—		(2)		—		(2)
Repurchase and retirement of common stock	—	—		(1,579)	—		—		—		(67)		(67)
Net income	—	—		—	—		—		—		144		144
Balances at September 30, 2025	5,833	$	193	265,508	$	—	$	6,953	$	(4)	$	(3,491)	$	3,458

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAPLEBEAR INC. DBA INSTACART

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


	Nine Months Ended September 30,
	2024		2025

OPERATING ACTIVITIES
Net income	$	309	$	366
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	39		65
Stock-based compensation expense	214		253
Impairments of long-lived assets and other assets	—		21


Provision for bad debts	16		12
Amortization of operating lease right-of-use assets	9		7
Deferred income taxes	55		66
Other	2		(4)
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable	(112)		(35)
Prepaid expenses and other assets	(7)		46
Accounts payable	(3)		(3)
Accrued and other current liabilities	18		(17)
Deferred revenue	13		18
Operating lease liabilities	(12)		(7)
Other long-term liabilities	(7)		(2)
Net cash provided by operating activities	534		788
INVESTING ACTIVITIES
Purchases of marketable securities	(25)		(230)
Maturities of marketable securities	54		221
Purchases of property and equipment, including capitalized internal-use software	(52)		(49)
Acquisitions of businesses, net of cash acquired	—		(105)
Other investing activities	(3)		(1)
Net cash used in investing activities	(26)		(163)
FINANCING ACTIVITIES



Taxes paid related to net share settlement of equity awards	(92)		(21)
Proceeds from exercise of stock options	76		8

Changes in advances from payment card issuer	57		41




Repurchases of common stock	(1,397)		(272)

Net cash used in financing activities	(1,356)		(245)
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents	(4)		4
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	(852)		384
Cash, cash equivalents, and restricted cash and cash equivalents - beginning of period	2,293		1,449
Cash, cash equivalents, and restricted cash and cash equivalents - end of period	$	1,441	$	1,833

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAPLEBEAR INC. DBA INSTACART

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(in millions)

(unaudited)


	Nine Months Ended September 30,
	2024		2025
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes, net of tax refunds	$	13	$	41
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-based compensation capitalized as internal-use software	$	27	$	33












SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION RELATED TO LEASES


Remeasurement of operating lease right of use assets	$	—	$	17
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONDENSED CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	$	1,288	$	1,690
Restricted cash and cash equivalents, current	134		126
Restricted cash and cash equivalents, noncurrent	19		18
Total cash, cash equivalents, and restricted cash and cash equivalents	$	1,441	$	1,833

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


1.						Business

Description of Business

Maplebear Inc., doing business as (“DBA”) Instacart (the “Company”), was incorporated in Delaware on August 3, 2012 and is headquartered in San Francisco, California. The Company is a diversified technology business that operates a technology platform that enables connections and transactions primarily among retailers, end users, advertisers, and shoppers throughout the United States and Canada. End users are provided the ability to transact with retailers for grocery and non-grocery items and with shoppers to pick and deliver the items on the end user’s behalf. Retailers contract with the Company to have their goods available for search, selection, and purchase, generally for a percentage of the total purchase value from the sale of goods, on a fee per transaction basis, or some combination thereof. Advertisers have the opportunity to purchase Sponsored Product ads, display ads, coupons, and a variety of other online advertising services. Shoppers, who are independent contractors, pick and deliver orders using the Company’s technology platform for fulfillment or delivery service opportunities primarily on a fee per batch basis. The Company also sells software-as-a-service offerings primarily targeted at retailers and charges fees for such offerings.


2.						Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2024, which can be found in the Company’s Annual Report on Form 10-K. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The condensed consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

There have been no significant changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 that have had a material impact on the condensed consolidated financial statements and related notes.

Rounding

For purposes of clarity and ease of presentation, numbers presented in the condensed consolidated financial statements and accompanying footnotes may not sum precisely to the totals provided. The underlying data used in the calculations, including percentages, is not rounded.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods covered by the financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, (i) revenue recognition, including revenue-related reserves, (ii) legal and other loss contingencies, and (iii) income taxes. The Company determines its estimates and judgments based on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates, and these differences may be material to the condensed consolidated financial statements.

The Company has considered the impacts of macroeconomic trends affecting the Company’s markets and industry and consumer shopping habits, such as inflation or interest rate fluctuations, the effects of supply chain challenges, the impact of trade policies enacted or proposed by the United States, such as tariffs or other trade restrictions, and uncertainty related thereto, geopolitical conflicts, regulatory changes, uncertainty regarding an economic recession and associated decreases in consumer discretionary income, and the effects of severe weather patterns on the assumptions and inputs supporting certain of the Company’s estimates, assumptions, and judgments. The level of uncertainties and volatility in the global financial markets and economies, as well as the uncertainties related to these macroeconomic factors, geopolitical environment, and their effects on the Company’s operations and financial performance, means that these estimates may change in future periods as new events occur and additional information is obtained.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The standard can be applied on a prospective basis with the option to apply retrospectively. The Company is currently evaluating the impact this standard will have on the consolidated financial statements and accompanying footnotes.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated information about certain income statement expense line items on an annual and interim basis. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, as clarified by ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). Early adoption is permitted and can be applied prospectively or retrospectively. The Company is currently evaluating the impact this standard will have on the consolidated financial statements and accompanying footnotes.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which provides updated guidance on the capitalization of internal-use software costs. The standard is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted and can be applied prospectively or retrospectively. The Company is currently evaluating the impact this standard will have on the consolidated financial statements and accompanying footnotes.


3.						Revenue

Disaggregation of Revenue

The following table summarizes the disaggregation of revenue according to type of revenue and is consistent with how the Company evaluates financial performance. The Company believes this depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025

	(in millions)
Transaction	$	606	$	670	$	1,804	$	1,979
Advertising and other	246		269		691		771
Total revenue	$	852	$	939	$	2,495	$	2,750

Revenue by geographic areas based on bill-to location was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025

	(in millions)
United States	$	821	$	906	$	2,399	$	2,646
International (1)	31		33		96		104
Total revenue	$	852	$	939	$	2,495	$	2,750

___________

(1) No individual international country represented 10% or more of the Company’s total revenue for the three or nine months ended September 30, 2024 or 2025.

Contract Assets and Liabilities

The Company records deferred revenue, which is a contract liability, when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. Deferred revenue primarily consists of balances related to Instacart+ memberships. Substantially all of the Company’s deferred revenue as of December 31, 2024 and September 30, 2025 is expected to be recognized within a year. During the nine months ended September 30, 2024 and 2025, the Company recognized $186 million and $187 million of revenue, respectively, from the deferred revenue balance as of December 31, 2023 and 2024.

There were no material contract assets as of December 31, 2024 or September 30, 2025.

Concentrations of Credit Risk

The following customers accounted for 10% or more of the Company’s accounts receivable as of December 31, 2024:


	As of December 31,
	2024

Customer A	10	%
Customer E	16	%

No customers accounted for 10% or more of the Company’s accounts receivable as of September 30, 2025.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


4.						Fair Value Measurements

The following tables summarize assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	849	$	—	$	—	$	849

U.S. government and government agency debt securities	—		35		—		35
Total cash equivalents	849		35		—		884
Short-term marketable securities

U.S. government and government agency debt securities	—		91		—		91

Total short-term marketable securities	—		91		—		91




Total	$	849	$	126	$	—	$	975


	As of September 30, 2025
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	1,171	$	—	$	—	$	1,171
Commercial paper	—		93		—		93
U.S. government and government agency debt securities	—		55		—		55
Total cash equivalents	1,171		148		—		1,319
Short-term marketable securities
Commercial paper	—		14		—		14
U.S. government and government agency debt securities	—		25		—		25

Total short-term marketable securities	—		39		—		39
Long-term marketable securities
U.S. government and government agency debt securities	—		62		—		62

Total long-term marketable securities	—		62		—		62
Total	$	1,171	$	249	$	—	$	1,420

The Company’s investments in commercial paper and U.S. government and government agency debt securities are classified as Level 2 within the fair value hierarchy because they are valued using inputs other than quoted prices in active markets that are observable directly or indirectly, such as prices obtained from an independent pricing service which may use quoted prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data. The Series A redeemable convertible preferred stock that was issued during the year ended December 31, 2023 represented a non-recurring Level 3 financial measurement at issuance. Refer to Note 11 — Redeemable Convertible Preferred Stock for further information.

There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the three or nine months ended September 30, 2024 or 2025.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


5.						Investments

The following tables summarize the amortized cost, gross unrealized gains and losses, and aggregate fair value of the Company’s investments in debt securities classified as available-for-sale:


	As of December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value
	(in millions)
Cash equivalents
Money market funds	$	849	$	—	$	—	$	849

U.S. government and government agency debt securities	35		—		—		35
Total cash equivalents	884		—		—		884
Short-term marketable securities

U.S. government and government agency debt securities	91		—		—		91

Total short-term marketable securities	91		—		—		91




Total	$	975	$	—	$	—	$	975


	As of September 30, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value

	(in millions)
Cash equivalents
Money market funds	$	1,171	$	—	$	—	$	1,171
Commercial paper	93		—		—		93
U.S. government and government agency debt securities	55		—		—		55
Total cash equivalents	1,319		—		—		1,319
Short-term marketable securities
Commercial paper	14		—		—		14
U.S. government and government agency debt securities	25		—		—		25

Total short-term marketable securities	39		—		—		39
Long-term marketable securities
U.S. government and government agency debt securities	62		—		—		62

Total long-term marketable securities	62		—		—		62
Total	$	1,420	$	—	$	—	$	1,420

For the purposes of computing realized gains and losses, the cost of investments sold is based on the specific-identification method. The unrealized losses on the Company’s available-for-sale debt securities as of December 31, 2024 and September 30, 2025 were immaterial.

The following table summarizes the amortized cost and fair value of the Company’s available-for-sale debt securities with a stated maturity date:


	As of December 31,				As of September 30,
	2024				2025
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

	(in millions)
Within one year	$	975	$	975	$	1,358	$	1,358
One year through five years	—		—		62		62
Total	$	975	$	975	$	1,420	$	1,420

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


6.						Property and Equipment, Net

Property and equipment, net of accumulated depreciation and amortization, consisted of the following:


	Estimated Useful Life	As of December 31,		As of September 30,
		2024		2025

	(in years)	(in millions)
Computer equipment	3	$	18	$	18
Furniture and fixtures	5	8		5
Leasehold improvements	2-8	22		15
Capitalized internal-use software	2-5	226		290
Total property and equipment		274		328
Less: accumulated depreciation and amortization		(74)		(110)
Total property and equipment, net		$	200	$	218

Depreciation expense related to the Company’s property and equipment was $2 million and $1 million for the three months ended September 30, 2024 and 2025, respectively, and $6 million and $5 million for the nine months ended September 30, 2024 and 2025, respectively. Amortization expense related to the Company’s internal-use software, which is primarily recorded within cost of revenue in the condensed consolidated statements of operations, was $7 million and $17 million for the three months ended September 30, 2024 and 2025, respectively, and $13 million and $42 million for the nine months ended September 30, 2024 and 2025, respectively.

During the three months ended September 30, 2024 and 2025, the Company capitalized $25 million and $23 million of internal-use software costs, inclusive of $9 million and $10 million of stock-based compensation expense, respectively. During the nine months ended September 30, 2024 and 2025, the Company capitalized $71 million and $78 million of internal-use software costs, inclusive of $27 million and $33 million of stock-based compensation expense, respectively.

Geographic Information

The following table summarizes the Company’s long-lived assets, consisting of property and equipment and operating lease right-of-use assets, net of accumulated depreciation and amortization, by geographic area:


	As of December 31,		As of September 30,
	2024		2025

	(in millions)
United States	$	194	$	216
Canada	26		32
Other	1		1
Total long-lived assets, net	$	221	$	249

Long-lived assets attributed to the United States, Canada, and other international geographies are based on the country in which the asset is located.


7.						Business Combinations

Acquisition of Marlin9 Holdings, Inc.

On April 30, 2025, pursuant to a Stock Purchase Agreement, the Company acquired a 100% ownership interest in Marlin9 Holdings, Inc. which operates as Wynshop (“Wynshop”), a provider of e-commerce retail solutions for grocers

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

and retailers. The acquisition builds upon the Company's relationships with retail partners and reinforces the Company's continued commitment to providing retailers with cutting-edge tools and technologies that help drive their business growth.

The purchase consideration was $106 million in cash. The Company has accounted for this acquisition as a business combination. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:


	Fair value
	(in millions)
Current assets	$	4

Goodwill	74
Intangible assets	40
Other assets	1
Total assets acquired	120
Total liabilities assumed	(14)
Net assets acquired	$	106

Acquisition related costs were immaterial and expensed as incurred and included within general and administrative expense in the condensed consolidated statements of operations.

The preliminary fair value of identified intangible assets and their respective useful lives as at the time of acquisition were as follows:


	Amount		Weighted-Average Useful Life
	(in millions)		(in years)
Customer relationships	$	39	10
Developed technology	1		2
Trademark	1		2
Total intangible assets	$	40

The overall weighted-average useful life of the identified amortizable intangible assets at the time of acquisition was ten years.

Intangible assets are amortized over the estimated useful lives in a pattern that most closely matches the timing of their economic benefits. The excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the monetization opportunities from the Company’s current and future offerings and the value of the assembled workforce. Goodwill recognized from the acquisition is not deductible for tax purposes.

The estimated fair values of the customer relationships, developed technology, and trademark were determined based on the present value of cash flows to be generated by those existing intangible assets. Management applied significant judgment in determining the fair value of intangible assets, which involved the use of estimates and assumptions including revenue and cash flow forecasts, customer attrition, customer base and growth rates, and discount rates.

The purchase accounting for the acquisition is considered preliminary with respect to certain assets acquired and liabilities assumed. Additionally, identifiable intangible assets, deferred tax assets and liabilities, and purchase consideration, may be adjusted as the Company continues to gather and evaluate information about circumstances that existed as of the acquisition date. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The results of operations of the business combination have been included in the Company’s condensed consolidated financial statements from the date of acquisition. Wynshop’s results of operations for periods prior to the acquisition were immaterial to the Company’s condensed consolidated statements of operations and, accordingly, historical and pro forma disclosures have not been presented.


8.						Goodwill and Intangible Assets, Net

Goodwill

The following table summarizes the activity in the carrying amount of goodwill for the nine months ended September 30, 2025:


	Amount

	(in millions)
Balance as of December 31, 2024	$	317
Addition related to business acquisition	74
Effect of foreign currency translation	1

Balance as of September 30, 2025	$	392

Intangible Assets, Net

Intangible assets, net, resulting from business combinations and asset purchases consisted of the following:


	As of December 31, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	91	$	(59)	$	32	2.6
Customer relationships	27		(19)		8		1.5
Patents	14		(6)		8		4.6
Other	8		(4)		4		6.0
Total intangible assets, net	$	140	$	(88)	$	52


	As of September 30, 2025
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	92	$	(69)	$	23	1.9
Customer relationships	66		(25)		41		8.7
Patents	14		(7)		7		4.0
Other	9		(6)		3		6.0
Total intangible assets, net	$	180	$	(107)	$	74

Amortization expense totaled $6 million and $7 million for the three months ended September 30, 2024 and 2025, respectively, and $20 million and $19 million for the nine months ended September 30, 2024 and 2025, respectively.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

As of September 30, 2025, the remaining intangible asset amortization was as follows:


	Amount

Year ending December 31,	(in millions)
Remainder of 2025	$	6
2026	21
2027	11
2028	8
2029	5
Thereafter	22
Total	$	74


9.						Accrued and Other Current Liabilities

Accrued and other current liabilities were as follows:


	As of December 31,		As of September 30,
	2024		2025

	(in millions)
Accrued legal and regulatory matters	$	57	$	97
Accrued shopper and merchant liability (1)	110		74
Accrued advertising	77		61
Accrued compensation and benefits	32		24

Accrued professional, legal, and contractor services	46		53
Sales and indirect tax liabilities	36		31
Insurance reserves	49		65
Advances from payment card issuer	10		52
Other	88		76
Total	$	505	$	532

___________

(1) Accrued merchant liability primarily includes liabilities to certain retailers for payment of goods.


10.						Commitments and Contingencies

Leases

The Company’s leases primarily include corporate offices and warehouse space. The lease terms of operating leases vary from one year to nine years, with expirations through May 2034. The Company has leases that include one or more options to extend the lease term for up to five years, as well as options to terminate the lease within one year. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Most of these options to extend or terminate the lease do not create a significant economic incentive to extend the lease term and hence are not recognized as part of the Company’s operating lease liabilities and operating lease right-of-use assets.

The Company did not enter into or acquire any material leasing arrangements during the three or nine months ended September 30, 2024 or 2025. The Company did not modify any material leasing arrangements during the three or nine months ended September 30, 2024. In June 2025, the Company amended the lease agreement for its corporate headquarters to terminate certain suites and extend the terms of other suites to 2034. The impact from terminating certain suites was immaterial.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Sales and Indirect Taxes

The Company pays applicable state, franchise, and other taxes in state and local jurisdictions in which the Company conducts business. In the United States, the Company is under audit by various tax authorities with regard to sales and indirect tax matters. The subject matter of these audits primarily relates to the reporting of sales on behalf of the Company’s third-party sellers or tax treatment applied to the sale of the Company’s services in these jurisdictions. The Company believes it properly accrues and pays taxes according to its understanding of the tax requirements in each taxing jurisdiction; however it is possible that tax authorities may question the Company’s interpretation of taxability. As such, there is a high degree of complexity involved in the interpretation and application of state and local sales and indirect tax rules to the Company’s activities. As a result, the Company maintains a reserve related to potential tax, interest, or penalties that may become due. Significant judgments are made by the Company in estimating these reserves which includes assessing the taxability of goods or services transacted using the Company’s technology platform. The Company maintains such reserves until the respective statute of limitations has passed or upon conclusion of an audit examination with the relevant tax authorities, at which point the tax exposure and related interest and penalties are released. The reserve balance was $16 million and $14 million as of December 31, 2024 and September 30, 2025, respectively, and was included within other long-term liabilities on the condensed consolidated balance sheets. The releases recognized related to these reserves for the three and nine months ended September 30, 2024 and 2025 were immaterial and recorded within general and administrative expense in the condensed consolidated statements of operations.

Legal Matters

Independent Contractor Classification Matters

The Company operates in several jurisdictions where there have been regulations enacted with respect to methods companies should use to classify workers as either independent contractors or employees, such as California, which enacted California Assembly Bill 5 in 2019. The Company believes that it has properly classified its workers in all jurisdictions in which it operates.

Further, on December 16, 2020, the California state ballot initiative, Proposition 22, which provides a framework that offers legal certainty regarding the status of independent workers offering delivery services in California and protects worker flexibility, the quality of on-demand work, and access to benefits for those who qualify, among other things, became effective. The Company provides appropriate worker benefits and other protections in accordance with Proposition 22, including guaranteed minimum earnings, healthcare subsidies, insurance, and safety trainings. Although the constitutionality of Proposition 22 was subsequently challenged, on July 25, 2024, the California Supreme Court upheld Proposition 22 as constitutional. However, there may continue to be legal challenges, or legislative or other attempts to amend or otherwise invalidate the benefits, protections, or the independent worker status provided by Proposition 22. Further, any future judgments, settlements, or orders issued by a court or governmental body or otherwise in connection with any judicial, administrative, or legal proceeding that results in the Company being prohibited from continuing to engage with independent-contractor shoppers in the manner it currently does would likely result in increases to its costs related to shoppers and decreases in the breadth of its offerings and geographic coverage. Further, if the Company changes its offerings or increases customer fees as a result of the increased costs, such changes may result in lower order volumes, which in turn would have an adverse effect on the Company’s business, financial condition, and results of operations.

The Company has other active legal matters in California and several other jurisdictions, including litigation, government audits, administrative claims, and inquiries, related to its classification of individuals who provide delivery and other fulfillment services as non-employee contractors. These matters involve allegations that certain individuals are misclassified and, as a result, may be due unpaid minimum statutory wages, overtime, expense reimbursement, and certain other payments and protections, among other issues. Courts and agencies handling these matters may rule that the Company cannot engage workers to perform certain tasks, including delivery and other fulfillment services, as independent contractors. In some of these cases, the Company has entered into settlement agreements to resolve the claims without any admission of liability and in others, there is active litigation or proceedings.

The Company has also been, is currently, and may in the future be involved in administrative audits with various state and local enforcement agencies, including audits related to shopper classification, state and local ordinance requirements, and unemployment insurance and workers’ compensation contributions. The Company is currently involved in such audits in Alaska, Colorado, Florida, New Jersey, New York, and Pennsylvania. The Company believes that it complies with

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

applicable legal requirements and that shoppers are properly classified as independent contractors; therefore, the Company disputes that it is obligated to provide such additional benefits under state law and plans to vigorously contest any adverse assessment or determination. The Company’s chances of success on the merits are still uncertain; however, the Company records a liability within accrued and other current liabilities when it believes that it is both probable that a loss has been incurred and the amount can be estimated. The results of these audits, assessments, or any negotiated agreements with these agencies, may result in additional payments, including settlement payments, penalties, and interest, and such additional amounts could have a material impact on the Company’s business, financial conditions, results of operations, and cash flows.

The Company is also currently involved in several putative class and collective actions, thousands of alleged individual claims, including those brought or threatened to be brought in arbitration or compelled to arbitrate pursuant to its independent contractor agreements, and matters brought, in whole or in part, as representative actions under California’s Private Attorney General Act, Labor Code Section 2698, et seq., alleging that the Company misclassified shoppers as independent contractors and related claims. None of the putative class or collective actions have progressed to or resulted in class certification. Those involving misclassification have either been compelled to individual arbitration or have motions to compel individual arbitration which have been granted and are now pending appeal.

Securities Litigation

On January 25, 2024, a purported stockholder filed suit against the Company and certain of the Company’s current and former officers and directors in the Northern District of California, on behalf of a putative class of purchasers of the Company’s common stock in its initial public offering (“IPO”) or between September 19, 2023 and October 1, 2023. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended in connection with the Company’s IPO, and seeks damages and attorneys’ fees, among other things. An amended complaint also added the underwriters of the Company’s IPO as defendants. On October 29, 2024, the Company filed a motion to dismiss the amended complaint, which the court granted on May 9, 2025 with leave to amend. On May 30, 2025, plaintiffs agreed to dismiss the case with prejudice, without receiving any compensation.

FTC Investigation

In July 2025, staff of the Federal Trade Commission (“FTC”) asserted they had authority to enter into consent negotiations with the Company relating to certain of its marketing and Instacart+ membership program practices. Although the Company disagrees with the FTC staff’s positions, the Company continues to engage in discussions with staff of the FTC, but no resolution has yet been reached. If the Company is unable to reach a resolution, the FTC may proceed with litigation, which the Company is prepared to contest vigorously. The defense and resolution of this matter could give rise to significant costs. This matter could result in remedies or compliance requirements that may adversely affect the Company’s operating performance and/or have a material adverse impact on its financial results. At this time, the Company is unable to estimate any range of reasonably possible losses.

Other Litigation Matters

In addition to the matters described above, the Company and its subsidiaries are also routinely subject to actual or threatened legal actions relating to alleged violations of contract, regulatory, environmental, health and safety, employment, intellectual property, data protection and privacy, consumer protection, unfair competition, tax, and other laws and securities and stockholder claims. In some of these proceedings, claims for substantial monetary damages are asserted against the Company and could result in fines, penalties, compensatory damages, or non-monetary relief. The Company does not believe that these matters will have a material adverse effect upon its operations, cash flows, or financial condition.

To the extent the Company has agreed to settle outstanding claims or where the Company has concluded it is probable that a resolution may be reached at an amount of loss that is estimable, the loss has been recognized within general and administrative expense in the condensed consolidated statements of operations. During periods where the settled amount is less than the loss reserved or if the Company estimates that an outstanding claim is less than that previously recorded, the Company will recognize a reserve release related to the claims within general and administrative expense in the condensed

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

consolidated statements of operations. During the three months ended September 30, 2024 and 2025, the loss recognized related to these claims was immaterial. During the nine months ended September 30, 2024 and 2025, the Company recognized a loss related to these claims of $7 million and $45 million, respectively. The actual losses incurred on claims that have not been resolved may differ from the initial estimates of loss, and such differences could be material.

The Company is also subject from time to time to audits by government agencies in the various jurisdictions in which it operates. To the extent the Company is obligated to make payments in these jurisdictions (other than income taxes), the Company has recorded the related expense within general and administrative expense in the condensed consolidated statements of operations. The results of these audits may result in additional payments, penalties, and interest, and such additional amounts could be material.

Indemnifications

The Company has entered into indemnification agreements with certain of the Company’s officers, directors, and current and former employees, and the Company’s certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no significant costs have been incurred, either individually or collectively, in connection with the Company’s indemnification provisions.


11.						Redeemable Convertible Preferred Stock

Series A Redeemable Convertible Preferred Stock

Immediately subsequent to the closing of the IPO in September 2023, the Company authorized and issued 5,833,333 shares of Series A redeemable convertible preferred stock at a price of $30.00 per share for proceeds of $175 million. The Company determined the fair value of the Series A redeemable convertible preferred stock at issuance was $175 million, using a Monte Carlo valuation model. The key assumptions used included the closing price of the Company’s common stock on the issuance date of $30.65, an expected term of approximately seven years, an expected volatility of 54%, and a discount for lack of marketability of 35%.

Pursuant to the securities purchase agreement related to the issuance, the Company adopted the Certificate of Designation of Series A redeemable convertible preferred stock, as filed with the Secretary of State of the State of Delaware, setting forth the rights, designations, preferences, limitations, and restrictions applicable to the Series A redeemable convertible preferred stock.

The rights, preferences, and privileges of the Series A redeemable convertible preferred stock are as follows:

Seniority; Liquidation Preference

The Series A redeemable convertible preferred stock, with respect to distribution rights upon the liquidation, winding-up or dissolution of the Company (but excluding a change of control, as described below ranks (i) senior to the Company’s common stock, (ii) on parity with any class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A redeemable convertible preferred stock, and (iii) junior to any class or series of the Company’s capital stock expressly designated as ranking senior to the Series A redeemable convertible preferred stock. The Series A redeemable convertible preferred stock has a liquidation preference equal to the greater of (i) the Stated Value (as defined below), and (ii) the amount that the holder would be entitled to receive on an as-converted to common stock basis based on the then-applicable Conversion Ratio (as defined below), on the date of such liquidation, winding-up or dissolution. Such liquidation, winding-up or dissolution amounts would be paid out of the Company’s assets legally available for distribution to its stockholders, after satisfaction of debt and other liabilities owed to its creditors and holders of shares of any senior securities and before any payment or distribution is made to holders of any junior securities, including, without limitation, the Company’s common stock.

The Stated Value for the Series A redeemable convertible preferred stock on a given date is defined as the sum of (i) the original issue price of the Series A redeemable convertible preferred stock, automatically increased at an annual rate of

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

5.0%, compounding on each anniversary of the issue date, through such date, and (ii) on an as-converted to common stock basis, the pro rata portion of any cash dividends or distributions that the Company pays on its common stock.

The Conversion Ratio for the Series A redeemable convertible preferred stock means (i) a number of shares of common stock equal to the quotient of the Stated Value divided by the conversion price, plus (ii) if the product of such number of shares of common stock times the 10-Day VWAP (as defined below) is less than the Stated Value on such date, an additional number of shares of common stock that, when multiplied by the 10-Day VWAP, equals the difference.

The 10-Day VWAP is defined as the average of the volume-weighted average price per share of common stock for each of the 10 consecutive trading days ending on, and including, the trading day immediately before the date of determination.

Conversion

From and after the seventh anniversary of the issue date of the Series A redeemable convertible preferred stock, at any time when the 10-Day VWAP exceeds the conversion price of the Series A redeemable convertible preferred stock, all outstanding shares of Series A redeemable convertible preferred stock will automatically convert into a number of shares of the Company’s common stock equal to the Conversion Ratio on such date.

In addition, on the third anniversary of the issue date of the Series A redeemable convertible preferred stock, if the 10-Day VWAP immediately prior to such date exceeds the conversion price of the Series A redeemable convertible preferred stock, the holder will have the option to convert all outstanding shares of Series A redeemable convertible preferred stock at the conversion price on such date plus, if there is a Conversion Shortfall (as defined below), such additional number of shares of Common Stock that, when multiplied by the 10-Day VWAP immediately prior to such date, equals the Conversion Shortfall.

The conversion price for the Series A redeemable convertible preferred stock is not subject to adjustment, except for customary adjustments for stock splits, stock dividends, recapitalizations, reorganizations and similar corporate actions.

The Conversion Shortfall for the Series A redeemable convertible preferred stock on any conversion date is defined as the absolute dollar value by which the product of the Conversion Ratio and the 10-Day VWAP for an applicable conversion is less than the Stated Value plus the Minimum Return Amount on such date.

Redemption

At any time from and after the seventh anniversary of the issue date of the Series A redeemable convertible preferred stock, if the 10-Day VWAP does not exceed the conversion price, the Company has the right to redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock at the Stated Value on such redemption date.

On each of the third anniversary (only if the 10-Day VWAP immediately prior to such date does not exceed the conversion price), the seventh anniversary, the tenth anniversary and the thirteenth anniversary of the issue date, the holder has the right to require the Company to redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock at the Stated Value on such redemption date.

Upon a change of control of the Company, the Company will redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock for an amount equal to the greater of (i) the Stated Value on the date of the change of control and (ii) the amount that the holder would be entitled to receive on an as-converted to common stock basis based on the then-applicable conversion ratio (for which the 10-Day VWAP equals the purchase price or transaction consideration per share of common stock in the change of control transaction).

Under certain regulatory events or strategic actions by the Company or the holder the Company or the holder, as applicable, has the right to elect to redeem all outstanding shares of Series A redeemable convertible preferred stock at the Stated Value, if the 10-Day VWAP immediately prior to the date of such event does not exceed the conversion price, or convert all outstanding shares of Series A redeemable convertible preferred stock into a number of shares of the Company’s common stock equal to the then-applicable conversion ratio, in case the 10-Day VWAP immediately prior to the date of such event exceeds the conversion price.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Company presents its Series A redeemable convertible preferred stock outside of stockholders’ equity as mezzanine equity because the shares contain redemption features that are not solely within the Company’s control. The Company is required to accrete the carrying value of the Series A redeemable preferred stock to its redemption value over the period from issuance through redemption date. The accretion was $2 million during each of the three months ended September 30, 2024 and 2025. The accretion was $7 million during each of the nine months ended September 30, 2024 and 2025.

Voting

The Series A redeemable convertible preferred stock confers no voting rights on the holder, except as required by applicable law and with respect to matters that adversely change the powers, preferences, privileges, rights or restrictions of the Series A redeemable convertible preferred stock, including the authorization or issuance of equity securities that would rank senior to or pari passu with the Series A redeemable convertible preferred stock (other than, in certain cases, new shares of Series A redeemable convertible preferred stock or new series of preferred stock with substantially similar terms as the Series A redeemable convertible preferred stock) and the declaration or payment of cash dividends on shares other than the Series A redeemable convertible preferred stock in excess of a 5.0% annual dividend yield.

No dividends were declared or paid during the three or nine months ended September 30, 2024 or 2025.


12.						Stockholders’ Equity

Stock Repurchase Program

In June 2024, the Company’s board of directors authorized a $500 million share repurchase program, which was subsequently increased to $750 million and later $1 billion in November 2024 and May 2025, respectively. During the three and nine months ended September 30, 2025, the Company repurchased and immediately retired a total of 1,579,282 and 6,687,801 shares of its common stock, respectively, for an aggregate amount including broker commissions, fees, and excise taxes, of $67 million and $272 million, respectively, under this share repurchase program. As of September 30, 2025, the Company had $290 million remaining available to repurchase shares pursuant to this repurchase program.

The Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. No excise taxes were recognized as part of the cost basis of shares acquired during the three and nine months ended September 30, 2025.

Common Stock Reserved for Future Issuance

The following table summarizes the Company’s shares of common stock reserved for future issuance on an as-converted basis:


	As of December 31,	As of September 30,
	2024	2025

	(in thousands)
Series A redeemable convertible preferred stock	5,833	5,833
Restricted stock units	21,229	18,129
Stock options outstanding	7,497	6,600
Remaining shares available for future issuance	49,827	55,640
Shares available for issuance under the 2023 Employee Stock Purchase Plan	9,790	12,400
Total	94,176	98,604

The holders of common stock are entitled to receive dividends out of funds that are legally available, when and if declared by the board of directors and subject to the rights of the holders of redeemable convertible preferred stock and approval from the holders of the Series A redeemable convertible preferred stock, as applicable. No dividends were declared or paid during the three or nine months ended September 30, 2024 or 2025.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Stock Options

The following table summarizes the activity related to the Company’s equity incentive plans:


	Shares Available for Future Grant	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value

	(in thousands)				(in years)	(in millions)
As of January 1, 2025	49,827	7,497	$	11.35	3.21	$	228
Additional shares reserved	13,048	—
Options exercised	—	(896)	$	8.41

Shares withheld related to net share settlement	450	—
Restricted stock units granted	(12,905)	—
Restricted stock units forfeited	5,219	—

As of September 30, 2025	55,640	6,600	$	11.75	2.54	$	169
Options vested and exercisable as of September 30, 2025		6,600	$	11.75	2.54	$	169

Restricted Stock

The following table summarizes the activity related to the Company’s restricted stock for the nine months ended September 30, 2025:


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share

	(in thousands)
Unvested and outstanding as of January 1, 2025	74	$	38.37

Vested	(74)	$	38.37
Forfeited	—	$	—
Unvested and outstanding as of September 30, 2025	—	$	—

RSUs

The following table summarizes the activity related to the Company’s RSUs for the nine months ended September 30, 2025:


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share

	(in thousands)
Unvested and outstanding as of January 1, 2025	21,164	$	42.02
Granted	12,905	$	42.77
Vested	(10,720)	$	44.30
Vested and not settled	(5)	$	31.01
Forfeited	(5,219)	$	39.94
Unvested and outstanding as of September 30, 2025	18,124	$	41.73

Stock-Based Compensation Expense Summary

The following table summarizes stock-based compensation expense by line item in the condensed consolidated statements of operations related to stock options, restricted stock, and RSUs, as applicable:

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025

	(in millions)
Cost of revenue	$	2	$	3	$	6	$	7
Operations and support	4		3		9		11
Research and development	45		56		99		148
Sales and marketing	14		13		46		43
General and administrative	4		7		54		45
Total stock-based compensation expense (1)	$	69	$	82	$	214	$	253

___________

(1) Stock-based compensation expense during the nine months ended September 30, 2024 includes a benefit of $4 million, $79 million, $8 million, and $4 million for operations and support, research and development, sales and marketing, and general and administrative, respectively, related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for executive departures and for terminated employees in connection with the Company’s restructuring plan during the nine months ended September 30, 2024. Refer to Note 16 — Restructuring for further discussion.

As of September 30, 2025, there was $518 million of unrecognized stock-based compensation expense related to unvested awards which are expected to vest and to be recognized over a weighted-average period of 1.47 years.

The amount of stock-based compensation expense capitalized related to the development of internal-use software was $9 million and $10 million during the three months ended September 30, 2024 and 2025, respectively. The amount of stock-based compensation expense capitalized related to the development of internal-use software was $27 million and $33 million during the nine months ended September 30, 2024 and 2025, respectively.

2023 Employee Stock Purchase Plan

The Company’s board of directors adopted, and the Company's stockholders approved, the 2023 Employee Stock Purchase Plan (“the ESPP”), which became effective immediately prior to the effectiveness of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO.

As of September 30, 2025, there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the Company’s board of directors, or its compensation committee under its delegation, as the administrator of the ESPP. Pursuant to the automatic increase feature of the ESPP, an additional 2,609,640 shares were reserved for issuance under the ESPP effective January 1, 2025.


13.						Income Taxes

The Company’s provision for income taxes for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.

The Company’s effective tax rates for each period presented are the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company’s effective tax rate was 23.0% and 20.6% for the three months ended September 30, 2024 and 2025, respectively. The Company’s effective tax rate was 20.1% and 18.0% for the nine months ended September 30, 2024 and 2025, respectively. The Company’s provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate primarily due to tax effects of stock-based compensation recognized, U.S. research and development credits generated, and the income taxes generated in foreign jurisdictions.

In connection with the Wynshop acquisition, the Company acquired deferred tax assets including certain U.S. net operating loss carryforwards and other tax attributes. Utilization of these tax attributes may be subject to an annual limitation due to a ownership change as defined by Section 382 of the Internal Revenue Code. As of September 30, 2025, no Section 382 study had been completed for these acquired tax attributes and the Company maintained a full valuation allowance against these deferred tax assets.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Company will reevaluate the realizability of the acquired tax attributes as a result of the Wynshop acquisition, through its continuous effort of Section 382 studies during the measurement period as defined under ASC 805.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA introduces changes to U.S. tax law, with certain provisions applicable to the Company beginning in 2025. These changes include the immediate expensing of domestic research and experimental expenditures, accelerated tax deductions for qualified property, and modifications to certain international tax frameworks. These changes were incorporated into the Company’s provision for income taxes for the nine months ended September 30, 2025, resulting in a decrease in the Company’s deferred tax asset, offset by a corresponding decrease in the Company’s income tax payable.


14.						Net Income per Share Attributable to Common Stockholders

The computation of basic and diluted net income per share attributable to common stockholders was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025

	(in millions, except share amounts, which are reflected in thousands, and per share amounts)
Numerator:
Net income	$	118	$	144	$	309	$	366

Less: Accretion related to Series A redeemable convertible preferred stock	(2)		(2)		(7)		(7)
Net income attributable to common stockholders, basic	$	116	$	142	$	302	$	359

Add: Accretion related to Series A redeemable convertible preferred stock	2		2		—		7
Net income attributable to common stockholders, diluted	$	118	$	144	$	302	$	366

Denominator:
Weighted-average shares used in computing basic net income per share attributable to common stockholders	259,660		264,895		266,550		263,314
Weighted-average effect of dilutive securities:

Series A redeemable convertible preferred stock	5,833		5,833		—		5,833
Stock options	5,629		4,993		8,054		5,164
Restricted stock units	9,881		7,407		11,097		8,120
Unvested restricted non-voting common stock	—		47		—		47


Weighted-average shares used in computing diluted net income per share attributable to common stockholders	281,003		283,176		285,701		282,479

Net income per share attributable to common stockholders:
Basic	$	0.45	$	0.54	$	1.13	$	1.37
Diluted	$	0.42	$	0.51	$	1.06	$	1.30

The following potentially dilutive outstanding securities were excluded from the computation of diluted income per share attributable to common stockholders because their effect was not dilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2025	2024	2025

	(in thousands)

Series A redeemable convertible preferred stock	—	—	5,833	—
Stock options	384	384	428	384
Restricted stock units	5,811	782	2,470	782
Unvested restricted non-voting common stock	74	—	74	—

Total	6,269	1,166	8,805	1,166

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following potentially dilutive outstanding securities were excluded from the table above because they are subject to performance-based and / or market-based vesting conditions that were not achieved as of those dates:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2025	2024	2025

	(in thousands)
Restricted stock units	1,319	335	1,319	335

Total	1,319	335	1,319	335


15.						Related Party Transactions

The Company is party to agreements with a software vendor, whose former executive officer was a member of the Company’s board of directors, whereby the Company primarily pays the vendor usage-based subscription fees for the use of the software. Subsequent to the executive officer’s resignation on February 27, 2024, the software vendor is no longer a related party.

No amounts were paid in connection with this software subscription during the three months ended March 31, 2024. During the three months ended March 31, 2024, $8 million was included within operating expenses in the condensed consolidated statements of operations. As of March 31, 2024, $4 million was included within prepaid expenses and other current assets on the condensed consolidated balance sheets and no amounts were due to this vendor.


16.						Restructuring

On February 9, 2024, the Company initiated restructuring actions with respect to its workforce intended to improve operational efficiencies and better align the Company’s organizational structure with current business needs, top strategic priorities, and key growth initiatives. The plan included the reduction of approximately 250 employees, or 7% of the Company’s employees.

During the three and nine months ended September 30, 2024, the Company recognized zero and $18 million in restructuring charges related to cash expenditures for severance payments and other termination benefits. During the three months ended March 31, 2024, the Company also recognized an immaterial amount of stock-based compensation expense related to the accelerated vesting of equity awards, which was offset by a $46 million benefit related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for terminated employees in connection with the restructuring. No amounts were recognized during the three and nine months ended September 30, 2025.

The following table summarizes the restructuring costs recognized by line item within the condensed consolidated statements of operations for the nine months ended September 30, 2024:


	Nine Months Ended September 30, 2024


	(in millions)
Operations and support	$	2
Research and development	9
Sales and marketing	3
General and administrative	4
Total	$	18

As of December 31, 2024, the liabilities relating to the remaining restructuring charges were immaterial and included within accrued and other current liabilities on the condensed consolidated balance sheets. As of September 30, 2025, there were no liabilities relating to the remaining restructuring charges on the condensed consolidated balance sheets.

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MAPLEBEAR INC. DBA INSTACART

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


17.						Segment Information

The Company has one operating and reportable segment. A description of how the Company derives revenues can be found in Note 2 — Significant Accounting Policies of the audited consolidated financial statements and related notes for the year ended December 31, 2024, which can be found in the Company’s Annual Report on Form 10-K. The Company’s chief executive officer is the Company’s CODM, who reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses consolidated net income as the sole measure of segment profit or loss to make key operating decisions such as the allocation of the budget and monitoring budget versus actual results. The CODM does not evaluate operating segments using asset information.

Significant expenses within net income include cost of revenue, operations and support, research and development, sales and marketing, general and administrative, which are each separately presented on the Company’s condensed consolidated statements of operations. Stock-based compensation expense is also a significant expense within net income. Refer to Note 12 — Stockholders’ Equity for additional information about the Company’s share-based compensation expense. Other segment items include interest income, other expense, net, and income before provision for income taxes on the condensed consolidated statements of operations.

Geographic information is included in Note 3 — Revenue and Note 6 — Property and Equipment, Net.


18.						Subsequent Events

On November 4, 2025, the Company’s board of directors approved an increase to the Company’s share repurchase program, authorizing the repurchase of up to an aggregate of $2.5 billion of the Company’s common stock. This authorization increased the total program capacity by $1.5 billion from the previously authorized aggregate of $1.0 billion.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024. The following discussion contains forward-looking statements that are based on current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those identified below and those discussed in the section titled “Risk Factors” and other sections, including the “Special Note Regarding Forward-Looking Statements” of this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

For purposes of clarity and ease of presentation, numbers presented within this section may not sum precisely to the totals provided. The underlying data used in the calculations, including percentages, is not rounded.

Overview

Instacart is powering the future of grocery through technology. We partner with retailers to help them successfully navigate the digital transformation of their businesses.

Retailers reach customers through both Instacart Marketplace, where customers can shop from their favorite retailers through our app or website, and retailers’ owned and operated online storefronts that are powered by Instacart Enterprise Platform, our end-to-end technology solution encompassing e-commerce, fulfillment, Connected Stores, ads and marketing, and insights. As consumers and retailers move online, brands can use Instacart Ads as an effective way to reach customers at the point of purchase and within minutes of delivery and consumption.

Instacart started as a way for households to conveniently manage their weekly grocery shopping, a recurring and high order value consumer use case. Today, customers can place orders for delivery or pickup across a variety of use cases including the weekly shop, bulk stock-up, convenience, special occasions, from restaurants, and using our in-store technologies. Customers can select the fulfillment option and speed that best serve their needs. Each order can be shopped for and delivered with care by one of the hundreds of thousands of shoppers who value the flexible earnings opportunities that Instacart provides.

Macroeconomic Impacts

Our business, financial condition, customer acquisition and retention, and key business metrics, including GTV and orders, may be impacted by macroeconomic trends affecting our markets and industry and consumer shopping habits, such as inflation or interest rate fluctuations, the effects of supply chain challenges, the impact of trade policies enacted or proposed by the United States, such as tariffs or other trade restrictions, and uncertainty related thereto, geopolitical conflicts, regulatory changes, uncertainty regarding an economic recession and associated decreases in consumer discretionary income, and the effects of severe weather patterns.

Shopper Classification Developments

The state of the law regarding independent contractor status of Instacart shoppers varies from jurisdiction to jurisdiction and among governmental agencies and is subject to change based on court decisions, administrative or agency determinations, new or changing regulations, and other legal and regulatory proceedings.

Some jurisdictions have adopted, and may adopt in the future, regulations that impact whether we can or should classify shoppers as independent contractors. For example, in California, the state ballot initiative, Proposition 22, which became effective on December 16, 2020, provides a framework that offers legal certainty regarding the status of independent workers offering delivery services and protects worker flexibility, the quality of on-demand work, and access to benefits for those who qualify. Although the constitutionality of Proposition 22 was subsequently challenged, on July 25, 2024, the California Supreme Court upheld Proposition 22 as constitutional. As a result, we expect Proposition 22 to provide more legal certainty over the status of independent workers offering delivery services in California. However, there may continue to be legal challenges, or legislative or other attempts to amend or otherwise invalidate the benefits, protections or the independent worker status provided by Proposition 22.

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In addition to California, we expect continuing challenges to the independent contractor classification of shoppers who use Instacart in other jurisdictions in which we operate, as well as the possibility of additional requirements on the use of contractors. Any successful challenges, changes in law, or other legal uncertainty with respect to independent contractor classification may adversely impact our financial condition, business, and results of operations. For additional information about the risks to our business related to independent contractor classification, see the section titled “Risk Factors—Risks Related to Our Legal and Regulatory Environment—If the contractor status of shoppers who use Instacart is successfully challenged, or if additional requirements are placed on our engagement of independent contractors, we may face adverse business, financial, tax, legal, and other consequences.”

Leadership Transition

As previously announced, Fidji Simo resigned as our Chief Executive Officer and President on August 15, 2025, and we appointed Chris Rogers as our Chief Executive Officer and President, and a member of our board of directors, effective as of such date. Ms. Simo remains Chair of our board of directors.

Key Financial and Operational Highlights

We use the following financial and key business metrics to help us evaluate the health of our business, identify trends affecting our performance, formulate business plans, and make strategic decisions:


	Three Months Ended September 30,
	2024			2025			% Change

	(in millions, except percentages)
Orders	72.9			83.4			14	%
GTV	$	8,303		$	9,170		10	%
Revenue	$	852		$	939		10	%
Gross profit	$	641		$	692		8	%
Gross margin	75		%	74		%
Gross profit as a percent of GTV	7.7		%	7.5		%
Net income	$	118		$	144		22	%
Net income as a percent of revenue	14		%	15		%
Net income as a percent of GTV	1.4		%	1.6		%
Adjusted EBITDA (1)	$	227		$	278		22	%
Adjusted EBITDA margin (1)	27		%	30		%
Adjusted EBITDA as a percent of GTV (1)	2.7		%	3.0		%

___________

(1) Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin are non-GAAP financial measures. For more information regarding our use of these measures and reconciliation to the most directly comparable financial measures calculated in accordance with GAAP, see the section titled “—Non-GAAP Financial Measures.”

Orders

We define an order as a completed customer transaction to purchase goods for delivery or pickup primarily from a single retailer through Instacart during the period indicated, including those completed through Instacart Marketplace or services that are part of the Instacart Enterprise Platform. We believe that orders are an indicator of the scale and growth of our business as well as the value we bring to our constituents.

In the third quarter of 2025, orders increased to 83.4 million, or 14% growth, compared to the same quarter of 2024, driven primarily by new customers and increased engagement of existing customers.

Gross Transaction Value

We define GTV as the value of the products sold through Instacart, including applicable taxes, deposits and other local fees, customer tips, which go directly to shoppers, customer fees, which include flat subscription fees related to Instacart+ that are charged monthly or annually, and other fees. GTV consists of orders including those completed through Instacart Marketplace or services that are part of the Instacart Enterprise Platform. We believe that GTV indicates the health of our

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business, including our ability to drive revenue and profits, and the value we provide to our constituents. We have experienced and expect to continue to experience fluctuations in GTV growth, including due to the macroeconomic conditions described above, changes in customer and retailer engagement, and the effects of our strategic initiatives.

In the third quarter of 2025, GTV increased to $9,170 million, or 10% growth, compared to the same quarter of 2024, primarily driven by the increase in orders partially offset by lower average order value.

Gross Profit, Gross Margin, and Gross Profit as a Percent of GTV

Gross profit is defined as revenue less cost of revenue, and gross margin is defined as gross profit as a percent of revenue. We believe that gross profit, gross margin, and gross profit as a percent of GTV are important indicators of the growth and efficiencies of our business.

In the third quarter of 2025, gross profit increased to $692 million, or 8% growth, compared to the same quarter of 2024, primarily driven by the increase in total revenue. Gross margin decreased by 1% to 74% in the third quarter of 2025, compared to the same quarter of 2024, primarily due to cost of revenue growing faster than revenue.

Adjusted EBITDA, Adjusted EBITDA as a Percent of GTV, and Adjusted EBITDA Margin

We define Adjusted EBITDA as net income, adjusted to exclude (i) provision for income taxes, (ii) interest income, (iii) other (income) expense, net, (iv) depreciation and amortization expense, (v) stock-based compensation expense, (vi) payroll taxes related to stock-based compensation, (vii) certain legal and regulatory accruals and settlements, net, (viii) reserves for sales and other indirect taxes, net, (ix) acquisition-related expenses, and (x) restructuring charges. We define Adjusted EBITDA margin as Adjusted EBITDA as a percent of revenue. For more information about how we use these non-GAAP financial measures in our business, the limitations of these measures, and reconciliations of these measures to the most directly comparable GAAP financial measures, see the section titled “—Non-GAAP Financial Measures.”

In the third quarter of 2025, Adjusted EBITDA increased to $278 million, or 22% growth, compared to the same quarter of 2024, primarily driven by a combination of strong GTV growth and operating leverage. Our Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin can vary significantly as we continue to make substantial investments to fuel our growth and scale our business.

Components of Results of Operations

Revenue

Our revenue consists of transaction revenue and advertising and other revenue.

Transaction Revenue

We generate transaction revenue primarily from:

•end users, whom we refer to as customers, (i) through service and delivery fees paid for arranging fulfillment services from shoppers and (ii) for monthly or annual Instacart+ memberships, our membership program, which offers unlimited $0 delivery fees on orders over a certain size, and other exclusive benefits;

•retailers (i) through service fees in exchange for connecting retailers with customers to facilitate transactions on Instacart Marketplace and (ii) for orders placed through retailers’ owned and operated online storefronts powered by Instacart Enterprise Platform; and

•revenue share agreements with third parties that supply payment cards to Instacart shoppers for in-store use.

Transaction revenue is recognized upon transfer of control of services, net of the purchase value of the goods remitted to retailers and payments to shoppers for their services (including any shopper incentives), coupons, consumer incentives, and refunds. We expect transaction revenue from customer and retailer fees to fluctuate from time to time as a result of customer and retailer fee optimizations and changes in the mix of customer use cases and fulfillment options. We also expect the amounts of payments to shoppers, coupons, consumer and shopper incentives, and refunds to fluctuate over time depending on a number of factors. For example, implementation of additional fulfillment options or shifts in our ability to use full-service shoppers, as well as fulfillment efficiencies, such as changes in our batch rate, average time spent per order, shopper tenure, and shopper pay optimization, could result in fluctuations in our transaction revenue. In addition, periods of

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elevated customer demand have resulted in and can in the future result in increased shopper incentives and degradation of order quality due to higher rates of out of stock items and other delays, which in turn generally lead to more appeasement credits and refunds. Furthermore, our overall marketing strategy will impact the spend mix between activities that are recorded as reductions of revenue, such as promotions and consumer incentives, and activities that are recorded as sales and marketing expense, such as paid marketing and referrer credits. In certain cases, reductions of revenue can be more than fees received from retailers and customers. As a result of these factors, transaction revenue as a percent of GTV may fluctuate over time.

Advertising and Other Revenue

We primarily generate advertising and other revenue from:

•the sale of advertising services to brands that are interested in reaching customers; and

•certain retailers for use of our software-as-a-service solution through Instacart Enterprise Platform that enhances the omnichannel shopping experience, with revenue recognized ratably over the subscription period.

Advertising revenue is recognized upon delivery of clicks, upon delivery of impressions, over the contract term on a fixed fee basis, or upon redemptions of coupons. For advertising arrangements that involve third parties, we record advertising revenue on a gross or net basis based on whether we act as a principal or agent in the transaction, which is assessed on a contract by contract basis. When we act as the principal and control the services provided to the brand partner, we record revenue on a gross basis, recognizing fees from the brand partner as revenue and related payments to the publisher as cost of revenue. When we act as an agent and do not control the services, we record revenue on a net basis, representing only the net amount received from the brand partner after payments to the publisher.

Advertising and other revenue has historically been, and is expected to continue to be, seasonally high in the fourth quarter and seasonally low in the first quarter in a given year as a result of how advertisers deploy their budgets. In addition, we expect our advertising and other revenue growth rate and advertising and other investment rate (which we define as advertising and other revenue in a given period divided by GTV in such period) to continue to fluctuate, particularly during periods of acceleration or decreases in our GTV growth. We also expect advertising and other investment rate to fluctuate during periods in which we generate more GTV from sources where we do not provide advertising or where we have recently enabled advertising, such as from certain new offerings or use cases and from retailers’ owned and operated online storefronts including those utilizing Instacart API that do not partner with Carrot Ads. We also expect our advertising and other revenue growth to fluctuate in the near term due to changes in brand partner spend, including as a result of the macroeconomic factors described above and in response to our GTV growth trends, which may occur on a delayed basis, as well as changes in the mix of revenue contribution from advertising contracts in effect in a particular period and related recognition of advertising revenue on a gross or net basis.

Cost of Revenue

Cost of revenue primarily consists of third-party payment processing fees, expenses related to payment chargebacks, hosting fees, insurance costs attributed to fulfillment, compensation costs of our employees primarily involved in fulfillment, depreciation expense, and amortization expense of technology-related intangible assets and capitalized internal-use software. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

We expect cost of revenue, exclusive of stock-based compensation expense, will increase on an absolute dollar basis and vary from period to period as a percent of revenue as we continue to grow our operations.

Gross Profit and Gross Margin

Gross profit represents revenue less cost of revenue. Gross margin is gross profit expressed as a percent of total revenue. Our gross margin has varied and will continue to vary from period to period based on a number of factors, including (1) changes in revenue mix, changes in the mix of order type due to changes in mix of use cases and fulfillment options, consumer shopping behaviors, average order values, customer fee optimization, and levels of consumer incentives, (2) operational efficiencies, (3) negotiations with our retail partners, third-party payment processors, and hosting providers, and (4) macroeconomic factors as discussed above. As we continue to expand across fulfillment options and consumer use cases, we also expect to incur additional types of costs, such as certain labor costs, that can impact both our cost of revenue and profitability trends in the future. Additionally, we expect fluctuations in transaction revenue and advertising and other revenue as described above.

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Operations and Support Expense

Operations and support expense primarily consists of compensation costs for employees who support our operations, costs of customer and shopper support, costs to attract and onboard new shoppers, allocations of various overhead and occupancy costs, and depreciation and amortization expense. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Operations and support expense, exclusive of stock-based compensation expense, may increase on an absolute dollar basis and vary from period to period as a percent of revenue and as a percent of GTV as we continue to invest in our operations and may hire additional employees, third-party consultants, and contractors to support our operations.

Research and Development Expense

Research and development expense primarily consists of compensation costs for our engineering employees, third-party consulting fees, allocations of various overhead and occupancy costs, and depreciation and amortization expense. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Research and development expense, exclusive of stock-based compensation expense, may increase on an absolute dollar basis and vary from period to period as a percent of revenue and as a percent of GTV as we continue to invest in research and development activities relating to ongoing improvements to, and maintenance of, our offerings, including the hiring of engineering, product development, and design employees to support these efforts.

Sales and Marketing Expense

Sales and marketing expense primarily consists of advertising expenses, such as paid marketing, compensation costs for sales and marketing employees, third-party consulting fees, allocations of various overhead and occupancy costs, depreciation expense, and amortization expense of customer relationship intangible assets. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Sales and marketing expense, exclusive of stock-based compensation expense, may increase on an absolute dollar basis and vary as a percent of revenue, and as a percent of GTV as we continue to invest in sales and marketing to attract and increase the engagement of constituents on Instacart and increase our brand awareness. While we expect sales and marketing expense to be one of our largest operating expenses for the foreseeable future, the trend and timing of our sales and marketing expense will depend in large part on the timing and magnitude of our marketing campaigns.

General and Administrative Expense

General and administrative expense primarily consists of compensation costs for administrative employees, including finance and accounting, human resources, policy, and legal; third-party consulting fees; allocations of various overhead and occupancy costs; depreciation expense; amortization expense of patents and trademarks; and taxes. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

General and administrative expense, exclusive of stock-based compensation expense, may increase on an absolute dollar basis and vary from period to period as a percent of revenue and as a percent of GTV as we continue to invest in processes, systems, and controls to enable our internal support functions to scale with the growth of our business.

In April 2023 and 2024, certain employees elected to receive cash in lieu of a portion of certain future equity awards to be granted by our board of directors, and as a result, cash compensation expense and stock-based compensation expense within operations and support, research and development, sales and marketing, and general and administrative expenses have fluctuated and are expected to continue to fluctuate over the near term.

Other Income (Expense), Net

Other income (expense), net primarily consists of gains and losses from transactions denominated in a currency other than the functional currency.

Interest Income

Interest income consists primarily of interest earned on our cash and cash equivalents, restricted cash and cash equivalents, and marketable securities.

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Provision for Income Taxes

The provision for income taxes consists primarily of income taxes in certain federal, state, local, and foreign jurisdictions in which we conduct business. Our provision for income taxes differs from the U.S. federal statutory income tax rate primarily due to the tax effects of stock-based compensation recognized, U.S. research and development credits generated, and the income taxes generated in U.S. states and foreign jurisdictions. Our future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA introduces changes to U.S. tax law, with certain provisions applicable to us beginning in 2025. These changes include the immediate expensing of domestic research and experimental expenditures, accelerated tax deductions for qualified property, and modifications to certain international tax frameworks. These changes were incorporated into the provision for income taxes for the nine months ended September 30, 2025, resulting in a decrease in deferred tax assets, offset by a corresponding decrease in income tax payable.

Results of Operations

The following table summarizes our results of operations for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025

	(in millions)
Revenue	$	852	$	939	$	2,495	$	2,750
Cost of revenue (1)(2)	211		247		617		709
Gross profit	641		692		1,878		2,041
Operating expenses:
Operations and support (1)(2)	64		62		206		203
Research and development (1)(2)	149		169		449		479
Sales and marketing (1)(2)	213		206		600		640
General and administrative (1)(2)	77		87		289		319
Total operating expenses	503		525		1,544		1,641
Income from operations	138		166		334		401
Other income (expense), net	—		(1)		(2)		1
Interest income	15		16		54		45
Income before provision for income taxes	153		181		386		447
Provision for income taxes	35		37		77		81
Net income	$	118	$	144	$	309	$	366

___________

(1) Amounts include depreciation and amortization expense as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025

	(in millions)
Cost of revenue	$	10	$	20	$	25	$	49
Operations and support	—		—		1		1
Research and development	2		2		4		6
Sales and marketing	2		3		6		7
General and administrative	1		1		3		3
Total depreciation and amortization expense	$	15	$	25	$	39	$	65

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(2) Amounts include stock-based compensation expense as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025

	(in millions)
Cost of revenue	$	2	$	3	$	6	$	7
Operations and support	4		3		9		11
Research and development	45		56		99		148
Sales and marketing	14		13		46		43
General and administrative	4		7		54		45
Total stock-based compensation expense	$	69	$	82	$	214	$	253

The following table summarizes the components of our condensed consolidated statements of operations data, for each of the periods presented, as a percent of revenue.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025

	(as a percent of revenue)
Revenue	100	%	100	%	100	%	100	%
Cost of revenue	25		26		25		26
Gross profit	75		74		75		74
Operating expenses:
Operations and support	8		7		8		7
Research and development	17		18		18		17
Sales and marketing	25		22		24		23
General and administrative	9		9		12		12
Total operating expenses	59		56		62		60
Income from operations	16		18		13		15
Other income (expense), net	—		—		—		—
Interest income	2		2		2		2
Income before provision for income taxes	18		19		15		16
Provision for income taxes	4		4		3		3
Net income	14	%	15	%	12	%	13	%

Comparison of the Three and Nine Months Ended September 30, 2024 and 2025

Revenue


	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2025		$ Change		% Change		2024		2025		$ Change		% Change

	(in millions)								(in millions)
Transaction	$	606	$	670	$	63	10	%	$	1,804	$	1,979	$	175	10	%
Advertising and other	246		269		23		10	%	691		771		80		12	%
Total revenue	$	852	$	939	$	87	10	%	$	2,494	$	2,750	$	255	10	%

The increase in transaction revenue during the third quarter of 2025, compared to the same quarter of 2024, was primarily driven by growth in GTV, which grew 10%, increased fulfillment efficiencies, and lower consumer incentives, partially offset by our ongoing investment into affordability initiatives designed to increase customer engagement.

The increase in transaction revenue during the first nine months of 2025, compared to the same period of 2024, was primarily driven by growth in GTV, which grew 10%, lower consumer incentives, and increased fulfillment efficiencies, partially offset by our ongoing investment into affordability initiatives designed to increase customer engagement.

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The increase in advertising and other revenue during the third quarter of 2025, compared to the same quarter of 2024, was primarily driven by interrelated factors including an increase in advertising volume, activity on our platform, and strength from emerging and mid-size brand partners. Advertising and other investment rate of 2.9% was effectively flat during the third quarter of 2025, compared to the same quarter of 2024.

The increase in advertising and other revenue during the first nine months of 2025, compared to the same period of 2024, was primarily driven by interrelated factors including an increase in advertising volume, activity on our platform, and strength from emerging brand partners. Advertising and other investment rate of 2.8% was effectively flat during the first nine months of 2025, compared to the same period of 2024.

Cost of Revenue, Gross Profit, and Gross Margin


	Three Months Ended September 30,										Nine Months Ended September 30,
	2024			2025			$ Change		% Change		2024			2025			$ Change		% Change

	(in millions, except percentages)										(in millions, except percentages)
Cost of revenue	$	211		$	247		$	36	17	%	$	617		$	709		$	91	15	%
Gross profit	$	641		$	692		$	51	8	%	$	1,878		$	2,041		$	164	9	%
Gross margin	75		%	74		%					75		%	74		%

The increase in cost of revenue during the third quarter of 2025, compared to the same quarter of 2024, was primarily due to an increase of $14 million in payments to publishers, an increase of $11 million in credit card processing fees, and an increase of $10 million in depreciation and amortization expense, primarily related to capitalized internal-use software.

The increase in cost of revenue during the first nine months of 2025, compared to the same period of 2024, was primarily due to an increase of $33 million in credit card processing fees, an increase of $31 million in payments to publishers, and an increase of $24 million in depreciation and amortization expense, primarily related to capitalized internal-use software, partially offset by a decrease of $12 million in cancellation and redelivery costs.

The increase in gross profit during the third quarter of 2025 and first nine months of 2025, compared to the same periods in 2024, was primarily driven by the increase in total revenue due to the factors described above. The decrease in gross margin during the third quarter of 2025 and first nine months of 2025, compared to the same periods of 2024, was primarily due to cost of revenue growing faster than revenue.

Operations and Support


	Three Months Ended September 30,										Nine Months Ended September 30,
	2024			2025			$ Change		% Change		2024			2025			$ Change		% Change

	(in millions, except percentages)										(in millions, except percentages)
Operations and support	$	64		$	62		$	(2)	(3)	%	$	206		$	203		$	(4)	(2)	%
Percent of revenue	8		%	7		%					8		%	7		%

The decrease in operations and support expense during the third quarter and the first nine months of 2025, compared to the same periods in 2024, was immaterial.

Research and Development Expense


	Three Months Ended September 30,										Nine Months Ended September 30,
	2024			2025			$ Change		% Change		2024			2025			$ Change		% Change

	(in millions, except percentages)										(in millions, except percentages)
Research and development	$	149		$	169		$	21	14	%	$	449		$	479		$	30	7	%
Percent of revenue	17		%	18		%					18		%	17		%

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The increase in research and development expense during the third quarter of 2025, compared to the same quarter in 2024, was primarily due to a net increase of $16 million in total compensation costs.

The increase in research and development expense during the first nine months of 2025, compared to the same period of 2024, was primarily due to a net increase of $35 million in total compensation costs driven by a net increase in stock-based compensation expense. In 2024, stock-based compensation expense included a reversal of $79 million related to executive departures and terminated employees in connection with the restructuring plan that did not recur in 2025. The increase was partially offset by lower cash compensation reflecting changes in the mix of our employee cash and equity compensation and bonuses and a $10 million benefit from higher capitalized software development costs.

Sales and Marketing Expense


	Three Months Ended September 30,										Nine Months Ended September 30,
	2024			2025			$ Change		% Change		2024			2025			$ Change		% Change

	(in millions, except percentages)										(in millions, except percentages)
Sales and marketing	$	213		$	206		$	(6)	(3)	%	$	600		$	640		$	41	7	%
Percent of revenue	25		%	22		%					24		%	23		%

The decrease in sales and marketing expense during the third quarter of 2025, compared to the same quarter in 2024, was primarily due to a decrease of $7 million in marketing costs, primarily from decreased paid marketing.

The increase in sales and marketing expense during the first nine months of 2025, compared to the same period of 2024, was primarily due to an increase of $29 million in marketing costs, primarily from increased paid marketing, and an increase of $10 million in consulting costs.

General and Administrative Expense


	Three Months Ended September 30,										Nine Months Ended September 30,
	2024			2025			$ Change		% Change		2024			2025			$ Change		% Change

	(in millions, except percentages)										(in millions, except percentages)
General and administrative	$	77		$	87		$	10	14	%	$	289		$	319		$	30	10	%
Percent of revenue	9		%	9		%					12		%	12		%

The increase in general and administrative expense during the third quarter of 2025, compared to the same quarter of 2024, was primarily due to an increase of $6 million in fixed asset impairments. Changes in total compensation costs were immaterial, reflecting similar benefits from the reversal of previously recognized stock-based compensation expense related to executive departures, including a $17 million benefit for the departure of the former chief executive officer in the third quarter of 2025 and a $16 million benefit for the departure of the former chief financial officer in the third quarter of 2024.

The increase in general and administrative expense during the first nine months of 2025, compared to the same period of 2024, was primarily due to a net increase of $39 million in accruals for legal matters and sales and indirect taxes, and an increase of $12 million in fixed asset impairments, partially offset by a decrease of $17 million in total compensation costs, resulting from lower stock-based compensation expense.

Interest Income


	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2025		$ Change		% Change		2024		2025		$ Change		% Change

	(in millions)								(in millions)
Interest income	$	15	$	16	$	2	13	%	$	54	$	45	$	(9)	(17)	%

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The increase in interest income during the third quarter of 2025, compared to the same quarter of 2024, was immaterial.

The decrease in interest income during the first nine months of 2025, compared to the same period of 2024, was primarily due to lower interest rates.

Provision for Income Taxes


	Three Months Ended September 30,								Nine Months Ended September 30,
	2024		2025		$ Change		% Change		2024		2025		$ Change		% Change

	(in millions)								(in millions)
Provision for income taxes	$	35	$	37	$	2	6	%	$	77	$	81	$	3	4	%

The increase in the provision for income taxes during the third quarter and the first nine months of 2025, compared to the same periods of 2024, was immaterial.

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes.

We use Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, Adjusted EBITDA margin, adjusted cost of revenue, adjusted cost of revenue as a percent of GTV, adjusted operations and support expense, adjusted operations and support expense as a percent of GTV, adjusted research and development expense, adjusted research and development expense as a percent of GTV, adjusted sales and marketing expense, adjusted sales and marketing expense as a percent of GTV, adjusted general and administrative expense, adjusted general and administrative expense as a percent of GTV, adjusted total operating expenses, and adjusted total operating expenses as a percent of GTV (collectively “Non-GAAP Measures”) in conjunction with GAAP measures to assess performance, to inform the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to discuss our business and financial performance with our board of directors. We believe that these Non-GAAP Measures provide useful information to investors about our business and financial performance, enhance their overall understanding of our past performance and future prospects, and allow for greater transparency with respect to metrics used by our management in their financial and operational decision making. We are presenting these Non-GAAP Measures to assist investors in seeing our business and financial performance through the eyes of management, and because we believe that these Non-GAAP Measures provide an additional tool for investors to use in comparing results of operations of our business over multiple periods with other companies in our industry.

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated statements of operations prepared in accordance with GAAP. Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies, which reduce their usefulness as comparative measures. In addition, other companies may not publish these or similar measures. Further, these measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations.

We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business.

Adjusted EBITDA, Adjusted EBITDA as a Percent of GTV, and Adjusted EBITDA Margin

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reserves for sales and other indirect taxes, net, (ix) acquisition-related expenses, and (x) restructuring charges. We define Adjusted EBITDA margin as Adjusted EBITDA as a percent of revenue.

We include Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin in this Quarterly Report on Form 10-Q because they are important measures upon which our management assesses our operating performance and the operating leverage in our business. Because Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin facilitate internal comparisons of our historical operating performance, including as an indication of our revenue growth and operating efficiencies when compared to GTV and revenue over time, we use them to evaluate the effectiveness of our strategic initiatives and for business planning purposes. We also believe that Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin, when taken collectively, may be useful to investors because they provide consistency and comparability with past financial performance, so that investors can evaluate our operating efficiencies by excluding certain items that may not be indicative of our business, results of operations, or outlook. In addition, we believe Adjusted EBITDA is widely used by investors, securities analysts, rating agencies, and other parties in evaluating companies in our industry as a measure of operational performance.

Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin should not be considered as alternatives to net income, net income as a percent of GTV, net income as a percent of revenue, or any other measure of financial performance calculated and presented in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin rather than net income, net income as a percent of GTV, and net income as a percent of revenue, which are the most directly comparable GAAP measures. Some of these limitations are that each of Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin:

•excludes stock-based compensation expense;

•excludes payroll taxes related to stock-based compensation;

•excludes depreciation and amortization expense, and although these are non-cash expenses, the assets being depreciated may have to be replaced in the future, increasing our cash requirements;

◦excludes acquisition-related expenses;

•excludes restructuring charges;

•does not reflect the positive or adverse adjustments related to the reserve for sales and other indirect taxes or certain legal regulatory accruals and settlements;

•does not reflect interest income which increases cash available to us;

•does not reflect other income or expense that includes unrealized and realized gains and losses on foreign currency exchange; and

•does not reflect provision for or benefit from income taxes that reduces or increases cash available to us.

Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP.

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The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated in accordance with GAAP:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2025			2024			2025

	(in millions, except percentages)
Net income	$	118		$	144		$	309		$	366
Add (deduct):
Provision for income taxes	35			37			77			81
Interest income	(15)			(16)			(54)			(45)
Other (income) expense, net	—			1			2			(1)
Depreciation and amortization expense	15			25			39			65
Stock-based compensation expense (1)	69			82			214			253
Payroll taxes related to stock-based compensation (2)	3			4			22			18
Certain legal and regulatory accruals and settlements, net (3)	2			2			9			47
Reserves for sales and other indirect taxes, net (4)	(1)			(1)			(4)			(2)
Acquisition-related expenses	1			—			1			1
Restructuring charges (5)	—			—			18			—

Adjusted EBITDA	$	227		$	278		$	633		$	784
GTV	$	8,303		$	9,170		$	24,816		$	27,372
Net income as a percent of GTV	1.4		%	1.6		%	1.2		%	1.3		%
Adjusted EBITDA as a percent of GTV	2.7		%	3.0		%	2.6		%	2.9		%
Revenue	$	852		$	939		$	2,495		$	2,750
Net income as a percent of revenue	14		%	15		%	12		%	13		%
Adjusted EBITDA margin	27		%	30		%	25		%	29		%

___________

(1) The nine months ended September 30, 2024 includes an aggregate $95 million benefit related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for executive departures and for terminated employees in connection with our restructuring plan during the first quarter of 2024.

(2) Represents employer payroll taxes related to the vesting and settlement of certain equity awards.

(3) Represents certain legal, regulatory, and policy expenses including those related to worker classification matters.

(4) Represents sales and other indirect tax reserves, net of abatements, for periods in which we were unable to collect such taxes from customers. We believe this adjustment is useful for investors in understanding our underlying operating performance because in these cases, the taxes were not intended to be a cost to us but rather are to be borne by the customers.

(5) Represents severance payments and other related benefits for terminated employees in connection with our restructuring plan during the first quarter of 2024. Refer to Note 16 — Restructuring to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

Adjusted Cost of Revenue and Adjusted Cost of Revenue as a Percent of GTV

We define adjusted cost of revenue as cost of revenue excluding depreciation and amortization expense and stock-based compensation expense. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature.

The following table provides a reconciliation of cost of revenue to adjusted cost of revenue:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2025			2024			2025

	(in millions, except percentages)
Cost of revenue	$	211		$	247		$	617		$	709
Adjusted to exclude the following:
Depreciation and amortization expense	(10)			(20)			(25)			(49)
Stock-based compensation expense	(2)			(3)			(6)			(7)
Adjusted cost of revenue	$	199		$	225		$	586		$	653
Cost of revenue as a percent of GTV	2.5		%	2.7		%	2.5		%	2.6		%
Adjusted cost of revenue as a percent of GTV	2.4		%	2.5		%	2.4		%	2.4		%

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Adjusted Operations and Support Expense and Adjusted Operations and Support Expense as a Percent of GTV

We define adjusted operations and support expense as operations and support expense excluding depreciation and amortization expense, stock-based compensation expense, payroll taxes related to stock-based compensation, and restructuring charges. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature. We exclude payroll taxes related to the vesting and settlement of certain equity awards and restructuring charges as they are not indicative of our operating performance.

The following table provides a reconciliation of operations and support expense to adjusted operations and support expense:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2025			2024			2025

	(in millions, except percentages)
Operations and support expense	$	64		$	62		$	206		$	203
Adjusted to exclude the following:
Depreciation and amortization expense	—			—			(1)			(1)
Stock-based compensation expense (1)	(4)			(3)			(9)			(11)
Payroll taxes related to stock-based compensation (2)	—			—			(2)			(1)
Restructuring charges (3)	—			—			(2)			—
Adjusted operations and support expense	$	60		$	58		$	192		$	190
Operations and support expense as a percent of GTV	0.8		%	0.7		%	0.8		%	0.7		%
Adjusted operations and support expense as a percent of GTV	0.7		%	0.6		%	0.8		%	0.7		%

Maplebear Inc. 10-Q