10-K – 2026-02-26 – cart-20251231.htm

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) fees related to fulfillment 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, shifts in our ability to use shoppers, or regulatory changes related to our engagement of 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 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
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• certain partners for use of our software-as-a-service solution through Instacart Enterprise platform that enhances the omnichannel shopping experience, with revenue recognized over the subscription period as services are provided.
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, depreciation expense and amortization expense of capitalized internal-use software and technology-related intangible assets, hosting fees, insurance costs attributed to fulfillment, payments to publishers, and expenses related to cancellations.
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, publishers, 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.
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, expenses related to software and subscriptions, 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.
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Research and Development Expense
Research and development expense primarily consists of compensation costs for our engineering employees, costs related to subscriptions and software, hosting fees attributed to research and development, third-party consulting fees, 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, amortization expense of customer relationship intangible assets, and depreciation expense. 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 customers 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; legal, regulatory, and policy expenses; third-party consulting fees; 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.
Provision for (Benefit from) Income Taxes
The provision for (benefit from) income taxes consists primarily of income taxes in certain federal, state, local, and foreign jurisdictions in which we conduct business. Our provision for (benefit from) income taxes differs from the U.S. federal statutory income tax rate primarily due to the tax effects of stock-based compensation recognized, federal and California 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.
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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 year ended December 31, 2025, resulting in a decrease in deferred tax assets, offset by a corresponding decrease in income tax payable. The provisions under the OBBBA did not have a material impact on our provision for income tax for the year ended December 31, 2025.

Results of Operations
The following table summarizes our results of operations:

Year Ended December 31,

2023
2024
2025

(in millions)

Revenue
$
3,042 

$
3,378 

$
3,742 

Cost of revenue (1) (2)
764 

836 

984 

Gross profit
2,278 

2,542 

2,758 

Operating expenses:

Operations and support (1) (2)
344 

278 

274 

Research and development (1) (2)
2,312 

604 

650 

Sales and marketing (1) (2)
961 

808 

854 

General and administrative (1) (2)
803 

363 

482 

Total operating expenses
4,420 

2,053 

2,259 

Income (loss) from operations
(2,142)

489 

498 

Other income (expense), net
— 

(3)

1 

Interest income
81 

66 

57 

Income (loss) before provision for (benefit from) income taxes
(2,061)

552 

556 

Provision for (benefit from) income taxes
(439)

95 

109 

Net income (loss)
$
(1,622)

$
457 

$
447 

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

Year Ended December 31,

2023
2024
2025

(in millions)

Cost of revenue
$
25 

$
37 

$
69 

Operations and support
2 

2 

2 

Research and development
4 

5 

7 

Sales and marketing
8 

8 

9 

General and administrative
4 

4 

4 

Total depreciation and amortization expense
$
43 

$
56 

$
91 

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

Year Ended December 31,

2023
2024
2025

(in millions)

Cost of revenue
$
18 

$
8 

$
9 

Operations and support
90 

13 

14 

Research and development
1,800 

144 

204 

Sales and marketing
316 

62 

59 

General and administrative
532 

73 

66 

Total stock-based compensation expense
$
2,756 

$
300 

$
352 

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The following table summarizes the components of our consolidated statements of operations as a percent of revenue:

Year Ended December 31,

2023
2024
2025

(as a percent of revenue) (1)

Revenue
100 
%
100 
%
100 
%

Cost of revenue
25 

25 

26 

Gross profit
75 

75 

74 

Operating expenses:

Operations and support
11 

8 

7 

Research and development
76 

18 

17 

Sales and marketing
32 

24 

23 

General and administrative
26 

11 

13 

Total operating expenses
145 

61 

60 

Income (loss) from operations
(70)

14 

13 

Other income (expense), net
— 

— 

— 

Interest income
3 

2 

2 

Income (loss) before provision for (benefit from) income taxes
(68)

16 

15 

Provision for (benefit from) income taxes
(14)

3 

3 

Net income (loss)
(53)
%
14 
%
12 
%

___________
(1) Totals of percent of revenue may not foot due to rounding.

Comparison of the Years Ended December 31, 2024 and 2025

Revenue

Year Ended December 31,

2024
2025
$ Change
% Change

(in millions, except percentages)

Transaction
$
2,420 

$
2,677 

$
257 

11 
%

Advertising and other
958 

1,065 

106 

11 
%

Total revenue
$
3,378 

$
3,742 

$
364 

11 
%

The increase in transaction revenue during 2025, compared to 2024, was primarily driven by growth in GTV, which grew 11%, increased fulfillment efficiencies, and lower consumer incentives, partially offset by our ongoing investment into affordability initiatives designed to increase customer engagement.

The increase in advertising and other revenue during 2025, compared to 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 2.9% during 2025 was effectively flat, compared to 2024.

Cost of Revenue, Gross Profit, and Gross Margin

Year Ended December 31,

2024
2025
$ Change
% Change

(in millions, except percentages)

Cost of revenue
$
836 

$
984 

$
148 

18 
%

Gross profit
$
2,542 

$
2,758 

$
216 

8 
%

Gross margin
75 
%
74 
%

The increase in cost of revenue during 2025, compared to 2024, was primarily due to increases of $51 million in credit card processing fees, $51 million in payments to publishers, and $33 million in depreciation and amortization expense, primarily related to capitalized internal-use software, partially offset by a decrease of $16 million in cancellation and redelivery costs.
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The increase in gross profit during 2025, compared to 2024, was primarily driven by the increase in total revenue due to the factors described above. The decrease in gross margin during 2025, compared to 2024 was primarily due to cost of revenue growing faster than revenue.

Operations and Support

Year Ended December 31,

2024
2025
$ Change
% Change

(in millions, except percentages)

Operations and support
$
278 

$
274 

$
(4)

(2)
%

Percent of revenue
8 
%
7 
%

The decrease in operations and support expense during 2025, compared to 2024, was immaterial.
Research and Development Expense

Year Ended December 31,

2024
2025
$ Change
% Change

(in millions, except percentages)

Research and development
$
604 

$
650 

$
45 

8 
%

Percent of revenue
18 
%
17 
%

The increase in research and development expense during 2025, compared to 2024, was primarily due to a net increase of $51 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 $9 million benefit from higher capitalized software development costs.
Sales and Marketing Expense

Year Ended December 31,

2024
2025
$ Change
% Change

(in millions, except percentages)

Sales and marketing
$
808 

$
854 

$
47 

6 
%

Percent of revenue
24 
%
23 
%

The increase in sales and marketing expense during 2025, compared to 2024, was primarily due to increases of $25 million in marketing costs, primarily from increased paid marketing and $11 million in consulting costs.
General and Administrative Expense

Year Ended December 31,

2024
2025
$ Change
% Change

(in millions, except percentages)

General and administrative
$
363 

$
482
$
119 

33 
%

Percent of revenue
11 
%
13 
%

The increase in general and administrative expense during 2025, compared to 2024, was primarily due to increases of $131 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 $15 million in total compensation costs driven by lower stock-based compensation expense. The increase in accruals for legal matters includes $60 million related to the settlement with the FTC. Refer to Note 10 — Commitments and Contingencies to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.
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Interest Income

Year Ended December 31,

2024
2025
$ Change
% Change

(in millions, except percentages)

Interest income
$
66 

$
57 

$
(10)

(15)
%

The decrease in interest income during 2025, compared to 2024, was primarily due to lower interest rates during 2025.
Provision for (Benefit from) Income Taxes

Year Ended December 31,

2024
2025
$ Change
% Change

(in millions, except percentages)

Provision for (benefit from) income taxes
$
95 

$
109 

$
14 

14 
 %

The increase in the provision for income taxes during 2025, compared to 2024, was primarily driven by the tax benefit related to the recognition of stock-based compensation expense and a decrease to federal and state research and development credits generated during 2025.

Non-GAAP Financial Measures

To supplement our 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 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 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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We define Adjusted EBITDA as net income (loss), adjusted to exclude (i) provision for (benefit from) 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, (x) restructuring charges, and (xi) issuance costs related to our Series A Preferred Stock. 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 Annual Report on Form 10-K 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 (loss), net income (loss) as a percent of GTV, net income (loss) 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 (loss), net income (loss) as a percent of GTV, and net income (loss) 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:

• does not reflect provision for or benefit from income taxes that reduces or increases cash available to us.
• 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
• 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 stock-based compensation expense;
• excludes payroll taxes related to stock-based compensation;
• does not reflect the positive or adverse adjustments related to the reserve for sales and other indirect taxes or certain legal and regulatory accruals and settlements, net;
• excludes acquisition-related expenses; and
• excludes restructuring charges.
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 (loss), the most directly comparable financial measure calculated in accordance with GAAP:

Year Ended December 31,

2023
2024
2025

(in millions, except percentages)

Net income (loss)
$
(1,622)
$
457
$
447

Add (deduct):

Provision for (benefit from) income taxes
(439)
95
109

Interest income
(81)
(66)
(57)

Other (income) expense, net
—
3
(1)

Depreciation and amortization expense
43
56
91

Stock-based compensation expense (1)
2,756
300
352

Payroll taxes related to stock-based compensation (2)
24
24
21

Certain legal and regulatory accruals and settlements, net (3)
(4)
10
125

Reserves for sales and other indirect taxes, net (4)
(35)
(14)
(3)

Acquisition-related expenses
(4)
2
2

Restructuring charges (5)
—
18
—

Other (6)
3
—
—

Adjusted EBITDA
$
641
$
885
$
1,087

GTV
$
30,322
$
33,461
$
37,224

Net income (loss) as a percent of GTV
(5.3)
%
1.4 
%
1.2 
%

Adjusted EBITDA as a percent of GTV
2.1 
%
2.6 
%
2.9 
%

Revenue
$
3,042
$
3,378
$
3,742

Net income (loss) as a percent of revenue
(53)
%
14 
%
12 
%

Adjusted EBITDA margin
21 
%
26 
%
29 
%

___________
(1) The year ended December 31, 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, as well as non-recurring intellectual property matters and regulatory settlements.
(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 17 — Restructuring to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information.
(6) Represents issuance costs related to the issuance of our Series A Preferred Stock.

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.

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

Year Ended December 31,

2023
2024
2025

(in millions, except percentages)

Cost of revenue
$
764
$
836
$
984

Adjusted to exclude the following:

Depreciation and amortization expense
(25)
(37)
(69)

Stock-based compensation expense
(18)
(8)
(9)

Adjusted cost of revenue
$
721
$
791
$
905

Cost of revenue as a percent of GTV
2.5 
%
2.5 
%
2.6 
%

Adjusted cost of revenue as a percent of GTV
2.4 
%
2.4 
%
2.4 
%

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:

Year Ended December 31,

2023
2024
2025

(in millions, except percentages)

Operations and support expense
$
344
$
278
$
274

Adjusted to exclude the following:

Depreciation and amortization expense
(2)
(2)
(2)

Stock-based compensation expense (1)
(90)
(13)
(14)

Payroll taxes related to stock-based compensation (2)
(2)
(2)
(1)

Restructuring charges (3)
—
(2)
—

Adjusted operations and support expense
$
250
$
259
$
257

Operations and support expense as a percent of GTV
1.1 
%
0.8 
%
0.7 
%

Adjusted operations and support expense as a percent of GTV
0.8 
%
0.8 
%
0.7 
%

___________
(1) Stock-based compensation expense for the year ended December 31, 2024 includes a $4 million benefit related to the reversal of previously recognized stock-based compensation expense for unvested equity awards 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 severance payments and other related benefits for terminated employees in connection with our restructuring plan during the first quarter of 2024. Refer to Note 17 — Restructuring to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information.

Adjusted Research and Development Expense and Adjusted Research and Development Expense as a Percent of GTV

We define adjusted research and development expense as research and development 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 and 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.

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The following table provides a reconciliation of research and development expense to adjusted research and development expense:

Year Ended December 31,

2023
2024
2025

(in millions, except percentages)

Research and development expense
$
2,312
$
604
$
650

Adjusted to exclude the following:

Depreciation and amortization expense
(4)
(5)
(7)

Stock-based compensation expense (1)
(1,800)
(144)
(204)

Payroll taxes related to stock-based compensation (2)
(14)
(15)
(12)

Restructuring charges (3)
—
(9)
—

Adjusted research and development expense
$
494
$
431
$
426

Research and development expense as a percent of GTV
7.6 
%
1.8 
%
1.7 
%

Adjusted research and development expense as a percent of GTV
1.6 
%
1.3 
%
1.1 
%

___________
(1) The year ended December 31, 2024 includes a $79 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 severance payments and other related benefits for terminated employees in connection with our restructuring plan during the first quarter of 2024. Refer to Note 17 — Restructuring to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information.

Adjusted Sales and Marketing Expense and Adjusted Sales and Marketing Expense as a Percent of GTV

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

The following table provides a reconciliation of sales and marketing expense to adjusted sales and marketing expense:

Year Ended December 31,

2023
2024
2025

(in millions, except percentages)

Sales and marketing expense
$
961
$
808
$
854

Adjusted to exclude the following:

Depreciation and amortization expense
(8)
(8)
(9)

Stock-based compensation expense (1)
(316)
(62)
(59)

Payroll taxes related to stock-based compensation (2)
(2)
(4)
(3)

Acquisition-related expenses
4
—
—

Restructuring charges (3)
—
(3)
—

Adjusted sales and marketing expense
$
639
$
731
$
783

Sales and marketing expense as a percent of GTV
3.2 
%
2.4 
%
2.3 
%

Adjusted sales and marketing expense as a percent of GTV
2.1 
%
2.2 
%
2.1 
%

___________
(1) The year ended December 31, 2024 includes an $8 million benefit related to the reversal of previously recognized stock-based compensation expense for unvested equity awards 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 severance payments and other related benefits for terminated employees in connection with our restructuring plan during the first quarter of 2024. Refer to Note 17 — Restructuring to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information.

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Adjusted General and Administrative Expense and Adjusted General and Administrative Expense as a Percent of GTV

We define adjusted general and administrative expense as general and administrative expense excluding depreciation and amortization expense; stock-based compensation expense; payroll taxes related to stock-based compensation; certain legal and regulatory accruals and settlements, net; reserves for sales and other indirect taxes, net; acquisition-related expenses; restructuring charges; and issuance costs related to our Series A Preferred Stock. We exclude depreciation and amortization expense and stock-based compensation expense as these are non-cash in nature. We exclude payroll taxes related to the vesting and settlement of certain equity awards; certain legal and regulatory accruals and settlements, net; reserves for sales and other indirect taxes, net; acquisition-related expenses, restructuring charges, and issuance costs related to our Series A Preferred Stock as they are not indicative of our operating performance.

The following table provides a reconciliation of general and administrative expense to adjusted general and administrative expense:

Year Ended December 31,

2023
2024
2025

(in millions, except percentages)

General and administrative expense
$
803
$
363
$
482

Adjusted to exclude the following:

Depreciation and amortization expense
(4)
(4)
(4)

Stock-based compensation expense (1)
(532)
(73)
(66)

Payroll taxes related to stock-based compensation (2)
(6)
(3)
(4)

Certain legal and regulatory accruals and settlements, net (3)
4
(10)
(125)

Reserves for sales and other indirect taxes, net (4)
35
14
3

Acquisition-related expenses
—
(2)
(2)

Restructuring charges (5)
—
(4)
—

Other (6)
(3)
—
—

Adjusted general and administrative expense
$
297
$
281
$
284

General and administrative expense as a percent of GTV
2.6 
%
1.1 
%
1.3 
%

Adjusted general and administrative expense as a percent of GTV
1.0 
%
0.8 
%
0.8 
%

___________
(1) The year ended December 31, 2024 includes a $4 million benefit related to the reversal of previously recognized stock-based compensation expense for unvested equity awards 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, as well as non-recurring intellectual property matters and regulatory settlements.
(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 17 — Restructuring to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information.
(6) Represents issuance costs related to the issuance of our Series A Preferred Stock.

Adjusted Total Operating Expenses and Adjusted Total Operating Expenses as a Percent of GTV

We define adjusted total operating expenses as the sum of adjusted operations and support expense, adjusted research and development expense, adjusted sales and marketing expense, and adjusted general and administrative expense. We exclude depreciation and amortization expense and stock-based compensation expense as these are non-cash in nature. We exclude payroll taxes related to the vesting and settlement of certain equity awards; certain legal and regulatory accruals and settlements, net; reserves for sales and other indirect taxes, net; acquisition-related expenses; restructuring charges; and issuance costs related to our Series A Preferred Stock as these are not indicative of our operating performance.

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The following table provides a reconciliation of operating expenses to adjusted total operating expenses:

Year Ended December 31,

2023
2024
2025

(in millions, except percentages)

Total operating expenses
$
4,420
$
2,053
$
2,259

Adjusted to exclude to the following:

Depreciation and amortization expense
(18)
(19)
(22)

Stock-based compensation expense (1)
(2,738)
(292)
(343)

Payroll taxes related to stock-based compensation (2)
(24)
(24)
(20)

Certain legal and regulatory accruals and settlements, net (3)
4
(10)
(125)

Reserves for sales and other indirect taxes, net (4)
35
14
3

Acquisition-related expenses
4
(2)
(2)

Restructuring charges (5)
—
(18)
—

Other (6)
(3)
—
—

Adjusted total operating expenses
$
1,680
$
1,702
$
1,750

Total operating expenses as a percent of GTV
14.6 
%
6.1 
%
6.1 
%

Adjusted total operating expenses as a percent of GTV
5.5 
%
5.1 
%
4.7 
%

___________
(1) The year ended December 31, 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 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, as well as non-recurring intellectual property matters and regulatory settlements.
(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 17 — Restructuring to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information.
(6) Represents issuance costs related to the issuance of our Series A Preferred Stock.

Liquidity and Capital Resources

Historically, we have financed our operations primarily through fees received from retailers, customers, and brands and net proceeds we have received from the issuance of equity securities, which includes proceeds from our IPO completed in 2023. As of December 31, 2025, we had cash and cash equivalents of $637 million and marketable securities of $130 million which were primarily held for working capital purposes.

Although we have generated profit in recent periods, including net income of $447 million for the year ended December 31, 2025, we have historically experienced significant net losses as reflected in our accumulated deficit of $4.5 billion as of December 31, 2025. While we generated positive cash flows from operating activities during the years ended December 31, 2024 and 2025, our future cash flows from operating activities may fluctuate as a result of investments we continue to make across our organization. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.

Our working capital and operating cash flows fluctuated and continue to fluctuate significantly from period to period as a result of new initiatives, the timing of payments made to and/or received from retailers, shoppers, and vendors, and certain transaction types, such as those involving EBT SNAP and alcohol sales, which have a more significant impact on our working capital and operating cash flow due to the variability, magnitude, and timing of retailer reimbursements. Additionally, we make substantial weekly payments to shoppers on Tuesdays and Sundays for services delivered on Instacart and, therefore, we expect our reported cash and cash flows from operating activities to be impacted based on the day of the week of each reporting period. Furthermore, due to the timing of funding to a certain payment card issuer, we may experience an increase in short-term liabilities based on the day of the week of the last day of each reporting period.

In November 2023, our board of directors approved a share repurchase program with authorization to purchase up to an aggregate of $500 million of our common stock, which was subsequently increased to $1 billion in February 2024. In June 2024, our board of directors authorized a new share repurchase program to purchase up to an aggregate of $500 million of our common stock, which was subsequently increased to $750 million, $1 billion, and later $2.5 billion in
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November 2024, May 2025, and November 2025, respectively. At the time of authorization of the June 2024 program, no capacity remained under the previous share repurchase program. During the year ended December 31, 2025, we repurchased and immediately retired 33 million shares of our common stock for an aggregate purchase price of $1.3 billion including broker commissions, fees, and excise taxes, under this share repurchase program, which included shares repurchased under the ASR Agreement.

On November 10, 2025, we entered into the ASR Agreement with a third-party financial institution to repurchase $250 million of our common stock. Pursuant to the terms of the ASR Agreement, we paid $250 million to the financial institution and received and retired an initial delivery of 5.4 million shares of common stock on November 12, 2025, representing 80% of the value of the $250 million payment. Repurchases under the ASR Agreement were completed in January 2026. Refer to Note 12 - Stockholders’ Equity for further discussion.

Share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.

We believe that our existing cash, cash equivalents, and marketable securities will be sufficient to satisfy our anticipated cash needs for working capital and capital expenditures for at least the next 12 months and beyond. However, our future cash requirements will depend on many factors, including our growth rate, the timing and the amount of cash received from retailers, customers, and brands, the timing and extent of spending to support our research and development efforts as well as sales and marketing activities, the introduction of enhancements, the continuing market adoption of Instacart, and the volume and timing of our share repurchases. In addition, we may enter into additional or expanded retailer, customer, brand, or other relationships, as well as agreements to acquire or invest in complementary businesses, products, teams, and technologies, including intellectual property rights, which could increase our cash requirements. As a result of these and other factors, we may be required to seek additional financing sooner than we currently anticipate. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. In particular, recent volatility in the global financial markets, including due to the impact of tariffs or other trade restrictions, elevated interest rates and other macroeconomic conditions, geopolitical conflicts, and potential disruptions in access to bank deposits or lending commitments due to bank failures could reduce our ability to access capital and negatively affect our liquidity in the future. If we are unable to raise additional capital when required, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, financial condition, and cash flows would be adversely affected.

Cash Flows

The following table summarizes our cash flows for the periods presented:

Year Ended December 31,

2023
2024
2025

(in millions)

Net cash provided by operating activities
$
586
$
687
$
971

Net cash provided by (used in) investing activities
135
(107)
(208)

Net cash used in financing activities
(30)
(1,413)
(1,391)

Cash Flows from Operating Activities

For the year ended December 31, 2025, net cash provided by operating activities was $971 million, which consisted of net income of $447 million and adjustments for certain non-cash items of $586 million, partially offset by net cash outflows from changes in operating assets and liabilities of $61 million. Adjustments for certain non-cash items were primarily driven by stock-based compensation expense of $352 million, which increased from the year ended December 31, 2024. Fluctuations in operating assets and liabilities were driven by general business impacts including (i) the timing of customer, vendor, and other third party payments and accruals including legal, regulatory, and non-recurring intellectual property matters; (ii) the timing of customer collections due to the collection of a large accounts receivable balance from a retailer and the mix of transaction types, such as those involving EBT SNAP, which result in longer and uneven collection cycles; (iii) the timing of spend and usage of software subscriptions for hosting arrangements; and (iv) the overall growth of our business. Included in regulatory accruals above is the $60 million settlement with the FTC, which was paid with cash on hand in January 2026.

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For the year ended December 31, 2024, net cash provided by operating activities was $687 million, which consisted of net income of $457 million, adjusted by non-cash items of $449 million, primarily from stock-based compensation expense of $300 million, and by net cash outflows from changes in operating assets and liabilities of $219 million. The year over year increase in net income from a net loss of $1,622 million to net income of $457 million was driven by a year over year decrease in stock-based compensation expense due to the vesting of RSUs and restricted stock as a result of the satisfaction of the liquidity event-based vesting condition upon the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with our IPO in the prior year, in addition to the growth of our business and further optimization of expenses. The year over year decrease in net changes in operating assets and liabilities, which impacted cash provided by operating activities, from a net cash outflow of $165 million to $219 million was primarily driven by (i) general business impacts such as the timing of customer collections impacted by the mix of transaction types, such as those involving EBT SNAP and alcohol sales, which result in longer and uneven collection cycles; (ii) lower release of sales tax reserves due to resolutions of certain state examinations in the prior year; (iii) the overall growth of our business; and (iv) the timing of customer, vendor, and other third party payments.

Cash Flows from Investing Activities

For the year ended December 31, 2025, net cash used in investing activities was $208 million, comprised primarily of purchases of marketable securities of $280 million, acquisitions of businesses, net of cash acquired, of $106 million, and purchases of property and equipment, including capitalized internal-use software, of $61 million, partially offset by maturities of marketable securities of $243 million.

For the year ended December 31, 2024, net cash used in investing activities was $107 million, comprised primarily of purchases of marketable securities of $110 million and purchases of property and equipment, including capitalized internal-use software, of $64 million, partially offset by maturities of marketable securities of $70 million.

Cash Flows from Financing Activities

For the year ended December 31, 2025, net cash used in financing activities was $1,391 million, comprised primarily of repurchases of common stock of $1,386 million, including the $250 million ASR Agreement, and taxes paid related to the net share settlement of equity awards of $24 million . Refer to Note 12 — Stockholders’ Equity to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion around the ASR Agreement.

For the year ended December 31, 2024, net cash used in financing activities was $1,413 million, comprised primarily of repurchases of common stock of $1,402 million and taxes paid related to net share settlement of equity awards of $101 million, partially offset by proceeds from exercise of stock options of $80 million.

Contractual Obligations and Commitments
Operating Leases
Our operating lease commitments are primarily related to corporate offices. As of December 31, 2025, we had fixed lease payment obligations of $42 million, with $3 million to be paid within 12 months and the remainder thereafter. For additional discussion on our operating leases, refer to Note 10 — Commitments and Contingencies to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Non-Cancellable Purchases
Our non-cancellable purchase commitments are primarily related to infrastructure service contracts for technology platforms. As of December 31, 2025, we had non-cancellable purchase obligations of $209 million, with $125 million to be paid within 12 months and the remainder thereafter.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. Our estimates are based on our historical experience and on various other
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factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and the amount of revenue and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and any such differences may be material. We believe that of our significant accounting policies, which are described in Note 2 — Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition, results of operations, and cash flows.
Revenue Recognition
Instacart connects multiple parties to facilitate transactions. Our revenue consists of transaction revenue and advertising and other revenue and is recognized in accordance with ASC 606, Revenue from Contracts with Customers.

Transaction Revenue
We generate revenue primarily from fees received from end users and amounts paid by retailers for our transaction service, net of any coupons, incentives, and refunds, as well as payments to shoppers. Our primary performance obligation to the retailer is to connect retailers with end users for the provision of goods by the retailer to the end user. Our sole performance obligation to the end user is to arrange for a shopper to provide fulfillment services to the end user. Each performance obligation is satisfied at a point in time, upon the transfer of control of the services.

Advertising and Other Revenue
We generate revenue from the sale of advertising to companies that are interested in reaching end users. Advertising products include Sponsored Product ads, display ads, coupons, and a variety of other online advertising services. Our performance obligation is to continually promote a brand over the duration of the contractual term. We recognize revenue in the amount that we have the right to invoice as advertising services are rendered, which occurs upon delivery of clicks, upon delivery of impressions, over the contract term on a fixed fee basis, or upon redemptions of coupons. We also offer software subscription services that enhance the omnichannel shopping experience to certain retailers and generate an immaterial amount of other revenue from software subscriptions. Revenue from our software subscription services is recognized ratably over the subscription period.

Principal versus Agent Considerations
As multiple parties are involved in a transaction between end users, retailers, and shoppers, judgment is required in determining whether we are the principal or agent for the goods and services provided to the end user or retailer in a transaction. We present revenue on a gross or net basis based on whether we control the goods or services provided to the end user or retailer and are the principal (gross), or we arrange for other parties to provide the goods or service to the end user or retailer and are an agent (net).

Goods : We have determined that we are an agent for the retailer in the sale of goods to the end user as we do not control the goods at any time before they are transferred to the end user. We do not pre-purchase or otherwise obtain control of the goods and only benefit from our fee for arranging for the sale of goods by the retailer to the end user. We also do not take inventory risk and do not generally have discretion over pricing of the goods.

Fulfillment services : We have determined that we are an agent for the end user in the procurement of fulfillment services from shoppers who are independent contractors. We do not control the fulfillment services provided as we do not pre-purchase services or otherwise direct shoppers to perform fulfillment services on our behalf. We do not promise fulfillment services to end users at any time. In addition, we are not primarily responsible for and do not have inventory risk for the fulfillment services. Although we have discretion in establishing the fees paid for the services, we believe this indicator does not alone provide persuasive evidence that we control the fulfillment services.

We recognize as revenue the net amount we retain from both the retailer and the end user from a transaction after remitting the purchase value of the goods to the retailer and amounts owed to the shopper for their services.

In limited situations, through the third quarter of 2024 , we utilized in-store shoppers to provide certain fulfillment activities for end users with the related costs of employees recorded within cost of revenue in the consolidated statements of operations.
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Advertising services : For certain 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.

Revenue Share
We generate revenue from partnerships with payment card issuers whereby shoppers use cards issued by the payment card issuers to pay for goods at the retailers’ point-of-sale. We earn a revenue share from the payment card issuers for transactions processed through these payment cards and record these amounts in the same period the underlying transaction takes place.

Coupons, Refunds, and Incentives
We offer several types of coupons and incentives to encourage use of our services, including customer appeasement credits, promotional coupons, and referral bonus coupons. In certain cases, we also provide refunds to retailers primarily in the form of price concessions. Refunds are accounted for as variable consideration and there is limited uncertainty in estimation given the short duration. In certain cases, end user fees received may be less than the amount of refunds, coupons, incentives, and shopper payments applicable to a particular transaction. This shortfall is recorded within revenue in the consolidated statements of operations.

Loss Contingencies
We are involved in various legal proceedings, claims and regulatory, non-income tax audits, or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include claims for substantial or indeterminate amounts of damages. We record liabilities to address potential exposures related to tax positions we have taken that have been or could be challenged by taxing authorities. In addition, we record liabilities associated with legal proceedings and lawsuits. These liabilities are recorded when we believe that it is both probable that a loss has been incurred and the amount can be estimated.

We review the developments of each individual legal proceeding that could affect the amount of liabilities that have been previously recorded and the range of possible losses disclosed. We make adjustments to our liabilities and disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. These estimates have been based on our assessment of the facts and circumstances at each balance sheet date and are subject to change based on new information and future events.

The outcomes of these legal proceedings are inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management’s expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.

Income Taxes
We record a provision for income taxes for the anticipated tax consequences of our reported results of operations using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain.

Although we believe our assumptions, judgments, and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements.

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We did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. We may recognize a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Due to uncertainties in any tax audit outcome, our estimates of the ultimate settlement of our unrecognized tax positions may change and the actual tax benefits may differ significantly from the estimates.

Recent Accounting Pronouncements
See Note 2 — Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily include foreign currency and exchange risk, interest rate risk, and inflation risk as follows:

Foreign Currency and Exchange Risk
We transact business globally in multiple currencies, with the vast majority of our cash generated from revenue denominated in the U.S. dollar and a small amount denominated in other foreign currencies. Our international revenue, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar.

We have experienced and will continue to experience fluctuations in our net income (loss) as a result of transaction gains or losses related to remeasurement of certain asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our consolidated financial statements. As the impact of foreign currency exchange rates has not been material to our historical results of operations, we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency becomes more significant.

Interest Rate Risk

As of December 31, 2025, we had cash and cash equivalents of $637 million and marketable securities of $130 million invested in a variety of securities, including money market funds, commercial paper, U.S. government and government agency debt securities, and corporate debt securities. In addition, we had $190 million of restricted cash and cash equivalents primarily due to legally restricted funds maintained in a bank account pursuant to an agreement with a payment card issuer and outstanding letters of credit established in connection with lease agreements for our facilities. Our cash, cash equivalents, and marketable securities are held for working capital purposes. We do not enter into investments for trading or speculative purposes. Due to the nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. We may be exposed to further interest rate risk if we revise our strategy to invest in longer term securities in the future. A hypothetical 10% increase or decrease in interest rates would not have had a material impact on our consolidated financial statements as of December 31, 2025.

Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition, or results of operations, other than as a result of its impact on the general economy. However, we are operating in a more volatile inflationary environment due to macroeconomic conditions and have limited data and experience doing so in our history, particularly at our scale. The principal inflationary factors affecting our business are higher prices of products offered by retail partners through Instacart, including due to higher raw material costs, tariffs and trade restrictions, shipping and freight costs, elevated fuel prices that are borne by our partners, and customers purchasing fewer items on average per order. Higher retailer prices, resulting in increased grocery costs and reduced consumer spending have negatively impacted consumer demand for online grocery as consumers return to in-store shopping to save on service and delivery fees and also have reduced order frequency, driven lower order volumes, and impacted average order values. Customers have and may continue to reduce spending on more premium products, and our brand partners have and may continue to reduce their overall advertising budgets, either of which could harm our revenue and margin. We may also not be able to fully offset higher costs through operational efficiencies or price increases. Increased fuel prices as a result of supply chain and other
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macroeconomic factors may also result in fewer shoppers or reduced shopper activity. While we have previously implemented certain shopper incentives in response to these factors, persistent or increased shopper shortages may require us to reintroduce or further increase shopper incentives to ensure sufficient shoppers are available to meet demand or provide additional consumer incentives or refunds due to shopper delays or incorrect orders, which have historically occurred and reduced our revenue and profitability. As a result of these factors, we may experience fluctuations in GTV and orders, which could negatively impact our revenue and margin.

Certain of our offerings focused on affordability, such as the addition of discount grocers to Instacart, continued customer promotions, no rush delivery, Instacart+ members-only discounts, and acceptance of other payment options may improve customer accessibility to online grocery and help offset pricing challenges faced by customers due to inflationary pressures and customer fees. However, we cannot predict whether such offerings will offset or mitigate the negative impacts of inflationary pressures to our business, such as general reductions in spending by customers. Our inability or failure to address challenges relating to inflation could harm our business, financial condition, and results of operations.
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Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 )
85

Consolidated Financial Statements

Consolidated Balance Sheets
87

Consolidated Statements of Operations
88

Consolidated Statements of Comprehensive Income (Loss )
89

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity
90

Consolidated Statements of Cash Flows
93

Notes to Consolidated Financial Statements
95

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Maplebear Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Maplebear Inc. DBA Instacart and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of redeemable convertible preferred stock and stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
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inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Transaction Revenue and Advertising Revenue

As described in Notes 2 and 3 to the consolidated financial statements, for the year ended December 31, 2025, the Company’s transaction revenue was $2,677 million and advertising and other revenue was $1,065 million, substantially all of which relates to advertising revenue. For transaction revenue, the Company primarily generates its revenue from fees received from end users and amounts paid by retailers for the transaction service and is net of any coupons, incentives, and refunds, as well as payments to shoppers. Each performance obligation is satisfied at a point in time, upon the transfer of control of the services. For advertising revenue, the Company generates revenue from the sale of advertising to companies that are interested in reaching the Company’s end users. The Company primarily recognizes revenue in the amount that the Company has the right to invoice as advertising services are rendered, which occurs upon delivery of clicks, upon delivery of impressions, over the contract term on a fixed fee basis, or upon redemptions of coupons. The Company also generates revenue through a revenue share from the payment card issuers for transactions processed through payment cards and the Company records these amounts in the same period the underlying transaction takes place.

The principal consideration for our determination that performing procedures relating to revenue recognition – for transaction revenue and advertising revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recognition of transaction and advertising revenue. These procedures also included, among others, (i) evaluating certain transaction revenue and advertising revenue transactions by a) testing the settlement of invoices and credit memos, b) tracing transactions not settled to a detailed listing of accounts receivable, and c) testing a sample of credit memos issued during the year and subsequent to year end by obtaining and inspecting source documents; (ii) evaluating transaction revenue recognized by reconciling revenue to total cash paid by end users and, for a sample of transaction revenue transactions, obtaining and inspecting source documents, such as contracts, invoices, retailer and end user orders, application of coupons, incentives, refunds, or credit memos, and cash receipts; (iii) evaluating revenue recognized for a sample of unbilled revenue transactions by obtaining and inspecting source documents, such as contracts, invoices, retailer and end user orders or advertising campaign information, application of credit memos, and subsequent cash receipts; (iv) confirming a sample of outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as contracts, invoices, retailer and end user orders or advertising campaign information, and subsequent cash receipts; and (v) testing the completeness and accuracy of data provided by management.

/s/ PricewaterhouseCoopers LLP
San Jose, California
February 26, 2026

We have served as the Company’s auditor since 2017, which includes periods before the Company became subject to SEC reporting requirements.

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MAPLEBEAR INC. DBA INSTACART
CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts, which are reflected in thousands, and per share amounts)

As of December 31,

2024
2025

ASSETS

Current assets:

Cash and cash equivalents
$
1,278  

$
637  

Short-term marketable securities
91  

50  

Accounts receivable, net of allowance of $ 4 and $ 3 , respectively
1,014  

1,127  

Restricted cash and cash equivalents, current
152  

172  

Prepaid expenses and other current assets
162  

213  

Total current assets
2,697  

2,199  

Long-term marketable securities
—  

81  

Restricted cash and cash equivalents, noncurrent
19  

18  

Property and equipment, net
200  

218  

Operating lease right-of-use assets
21  

30  

Intangible assets, net
52  

71  

Goodwill
317  

393  

Deferred tax assets, net
771  

664  

Other assets
38  

14  

Total assets
$
4,115  

$
3,687  

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable
$
80  

$
70  

Accrued and other current liabilities
505  

634  

Operating lease liabilities, current
13  

3  

Deferred revenue
200  

211  

Total current liabilities
798  

917  

Operating lease liabilities, noncurrent
13  

33  

Other long-term liabilities
25  

24  

Total liabilities
836  

974  

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 2025
186  

196  

Stockholders’ equity:

Preferred stock, $ 0.0001 par value per share; 24,167 shares authorized as of December 31, 2024 and 2025; zero shares issued and outstanding as of December 31, 2024 and 2025
—  

—  

Common stock, $ 0.0001 par value per share; 2,000,000 shares authorized as of December 31, 2024 and 2025; 260,964 and 242,867 shares issued and outstanding as of December 31, 2024 and 2025, respectively
—  

—  

Additional paid-in capital
6,687  

7,005  

Accumulated other comprehensive loss
( 9 )

( 1 )

Accumulated deficit
( 3,585 )

( 4,486 )

Total stockholders’ equity
3,093  

2,518  

Total liabilities, redeemable convertible preferred stock, and stockholders’ equity
$
4,115  

$
3,687  

The accompanying notes are an integral part of these consolidated financial statements.
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MAPLEBEAR INC. DBA INSTACART
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share amounts, which are reflected in thousands, and per share amounts)

Year Ended December 31,

2023
2024
2025

Revenue
$
3,042  

$
3,378  

$
3,742  

Cost of revenue
764  

836  

984  

Gross profit
2,278  

2,542  

2,758  

Operating expenses:

Operations and support
344  

278  

274  

Research and development
2,312  

604  

650  

Sales and marketing
961  

808  

854  

General and administrative
803  

363  

482  

Total operating expenses
4,420  

2,053  

2,259  

Income (loss) from operations
( 2,142 )

489  

498  

Other income (expense), net
—  

( 3 )

1  

Interest income
81  

66  

57  

Income (loss) before provision for (benefit from) income taxes
( 2,061 )

552  

556  

Provision for (benefit from) income taxes
( 439 )

95  

109  

Net income (loss)
$
( 1,622 )

$
457  

$
447  

Accretion related to Series A redeemable convertible preferred stock
( 2 )

( 9 )

( 9 )

Net income (loss) attributable to common stockholders, basic
$
( 1,624 )

$
448  

$
438  

Accretion related to Series A redeemable convertible preferred stock
—  

9  

9  

Net income (loss) attributable to common stockholders, diluted
$
( 1,624 )

$
457  

$
447  

Net income (loss) per share attributable to common stockholders:

Basic
$
( 12.43 )

$
1.69  

$
1.68  

Diluted
$
( 12.43 )

$
1.58  

$
1.60  

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:

Basic
130,616  

264,640  

261,353  

Diluted
130,616  

289,158  

279,621  

The accompanying notes are an integral part of these consolidated financial statements.
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MAPLEBEAR INC. DBA INSTACART
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)

Year Ended December 31,

2023
2024
2025

Net income (loss)
$
( 1,622 )

$
457  

$
447  

Other comprehensive income (loss):

Net unrealized gain (loss) on available-for-sale marketable securities, net of tax
3  

—  

—  

Change in foreign currency translation adjustments
5  

( 12 )

8  

Total other comprehensive income (loss)
8  

( 12 )

8  

Comprehensive income (loss)
$
( 1,614 )

$
445  

$
455  

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

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MAPLEBEAR INC. DBA INSTACART
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(in millions, except share amounts, which are reflected in thousands)

Redeemable Convertible Preferred Stock
Series A Redeemable Convertible Preferred Stock
Common Stock
Exchangeable Shares
Additional Paid-In Capital
Accumulated
Other Comprehensive Income (Loss)
Accumulated Deficit
Total

Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount

Balances at December 31, 2022
167,302  

$
2,822  

—  

$
—  

72,230  

$
—  

689  

$
—  

$
918  

$
( 5 )

$
( 977 )

$
( 64 )

Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering
( 167,302 )

( 2,822 )

— 

— 

167,692  

— 

— 

— 

2,822  

— 

— 

2,822  

Issuance of Series A redeemable convertible preferred stock, net of issuance costs
— 

— 

5,833  

175  

— 

— 

— 

— 

— 

— 

— 

— 

Accretion of Series A redeemable convertible preferred stock
— 

— 

— 

2  

— 

— 

— 

— 

( 2 )

— 

— 

( 2 )

Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs
— 

— 

— 

— 

14,100  

— 

— 

— 

392  

— 

— 

392  

Conversion of exchangeable shares to common stock in connection with initial public offering
— 

— 

— 

— 

688  

— 

( 688 )

— 

— 

— 

— 

— 

Forfeiture of exchangeable shares
— 

— 

— 

— 

— 

— 

( 1 )

— 

— 

— 

— 

— 

Issuance of common stock upon settlement of restricted stock units
— 

— 

— 

— 

33,334  

— 

— 

— 

— 

— 

— 

— 

Exercise of common stock options
— 

— 

— 

— 

10,476  

— 

— 

— 

6  

— 

— 

6  

Exercise of common stock warrants
— 

— 

— 

— 

7,431  

— 

— 

— 

— 

— 

— 

— 

Common stock withheld or cancelled for tax obligation and net settlement
— 

— 

— 

— 

( 25,456 )

— 

— 

— 

( 570 )

— 

— 

( 570 )

Stock-based compensation
— 

— 

— 

— 

— 

— 

— 

— 

2,812  

— 

— 

2,812  

Other comprehensive income
— 

— 

— 

— 

— 

— 

— 

— 

— 

8  

— 

8  

Repurchase and retirement of common stock
— 

— 

— 

— 

( 1,449 )

— 

— 

— 

— 

— 

( 36 )

( 36 )

Net loss
— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

( 1,622 )

( 1,622 )

Other
— 

— 

— 

— 

— 

— 

— 

— 

4  

— 

— 

4  

Balances at December 31, 2023
—  

$
—  

5,833  

$
177  

279,046  

$
—  

—  

$
—  

$
6,382  

$
3  

$
( 2,635 )

$
3,750  

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

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MAPLEBEAR INC. DBA INSTACART
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY, CONTINUED
(in millions, except share amounts, which are reflected in thousands)

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, 2023
5,833  

$
177  

279,046  

$
—  

$
6,382  

$
3  

$
( 2,635 )

$
3,750  

Accretion of Series A redeemable convertible preferred stock
— 

9  

— 

— 

( 9 )

— 

— 

( 9 )

Issuance of common stock upon settlement of restricted stock units
— 

— 

19,515  

— 

— 

— 

— 

— 

Exercise of common stock options
— 

— 

11,986  

— 

80  

— 

— 

80  

Common stock withheld or cancelled for tax obligation and net settlement
— 

— 

( 3,510 )

— 

( 101 )

— 

— 

( 101 )

Forfeiture of restricted stock
— 

— 

( 61 )

— 

— 

— 

— 

— 

Stock-based compensation
— 

— 

— 

— 

335  

— 

— 

335  

Other comprehensive loss
— 

— 

— 

— 

— 

( 12 )

— 

( 12 )

Repurchase and retirement of common stock
— 

— 

( 46,012 )

— 

— 

— 

( 1,407 )

( 1,407 )

Net income
— 

— 

— 

— 

— 

— 

457  

457  

Balances at December 31, 2024
5,833  

$
186  

260,964  

$
—  

$
6,687  

$
( 9 )

$
( 3,585 )

$
3,093  

The accompanying notes are an integral part of these consolidated financial statements.
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MAPLEBEAR INC. DBA INSTACART
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY, CONTINUED
(in millions, except share amounts, which are reflected in thousands)

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
— 

9  

— 

— 

( 9 )

— 

— 

( 9 )

Issuance of common stock upon settlement of restricted stock units
— 

— 

14,257  

— 

— 

— 

— 

— 

Exercise of common stock options
— 

— 

1,008  

— 

8  

— 

— 

8  

Common stock withheld or cancelled for tax obligation and net settlement
— 

— 

( 529 )

— 

( 24 )

— 

— 

( 24 )

Stock-based compensation
— 

— 

— 

— 

394  

— 

— 

394  

Other comprehensive income
— 

— 

— 

— 

— 

8  

— 

8  

Repurchase and retirement of common stock (1)
— 

— 

( 32,832 )

— 

( 50 )

— 

( 1,349 )

( 1,399 )

Net income
— 

— 

— 

— 

— 

— 

447  

447  

Balances at December 31, 2025
5,833  

$
196  

242,867  

$
—  

$
7,005  

$
( 1 )

$
( 4,486 )

$
2,518  

___________________________________
(1) Includes a $ 50 million upfront payment to repurchase shares of the Company’s common stock under an accelerated share repurchase agreement (the “ASR Agreement”). Refer to Note 12 — Stockholders’ Equity for further discussion .
The accompanying notes are an integral part of these consolidated financial statements
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MAPLEBEAR INC. DBA INSTACART
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

Year Ended December 31,

2023
2024
2025

OPERATING ACTIVITIES

Net income (loss)
$
( 1,622 )
$
457  

$
447

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization expense
43  

56  

91  

Stock-based compensation expense
2,756  

300  

352  

Impairments of long-lived assets and other assets
—  

—  

24  

Provision for bad debts
23  

19  

15  

Amortization of operating lease right-of-use assets
14  

11  

8  

Deferred income taxes
( 459 )

59  

98  

Other
( 4 )

4  

( 2 )

Changes in operating assets and liabilities, net of effects of business acquisitions:

Accounts receivable
( 33 )

( 185 )

( 121 )

Prepaid expenses and other assets
( 22 )

( 58 )

( 30 )

Accounts payable
( 16 )

8  

( 11 )

Accrued and other current liabilities
( 62 )

42  

100  

Deferred revenue
18  

4  

10  

Operating lease liabilities
( 15 )

( 16 )

( 7 )

Other long-term liabilities
( 35 )

( 14 )

( 2 )

Net cash provided by operating activities
586
687
971

INVESTING ACTIVITIES

Purchases of marketable securities
( 110 )

( 110 )

( 280 )

Maturities of marketable securities
301  

70  

243  

Purchases of property and equipment, including capitalized internal-use software
( 54 )

( 64 )

( 61 )

Acquisitions of businesses, net of cash acquired
—  

—  

( 106 )

Other investing activities
( 2 )

( 3 )

( 5 )

Net cash provided by (used in) investing activities
135
( 107 )

( 208 )

FINANCING ACTIVITIES

Proceeds from the issuance of common stock upon initial public offering, net of underwriting discounts
401  

—  

—  

Proceeds from the issuance of Series A redeemable convertible preferred stock
175  

—  

—  

Taxes paid related to net share settlement of equity awards
( 570 )

( 101 )

( 24 )

Proceeds from exercise of stock options
6
80
8

Changes in advances from payment card issuer
—
10
12

Deferred offering costs paid
( 6 )

—  

—  

Repurchases of common stock (1)
( 36 )

( 1,402 )

( 1,386 )

Net cash used in financing activities
( 30 )

( 1,413 )

( 1,391 )

Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents
3  

( 11 )

4  

Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents
694  

( 844 )

( 623 )

Cash, cash equivalents, and restricted cash and cash equivalents - beginning of period
1,599  

2,293  

1,449  

Cash, cash equivalents, and restricted cash and cash equivalents - end of period
$
2,293  

$
1,449  

$
827  

___________
(1) Includes a $ 50  million upfront payment to repurchase shares of the Company’s common stock under the ASR Agreement. Refer to Note 12 — Stockholders’ Equity for further discussion.

The accompanying notes are an integral part of these consolidated financial statements.
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MAPLEBEAR INC. DBA INSTACART
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(in millions)

Year Ended December 31,

2023
2024
2025

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for income taxes, net of tax refunds
$
54  

$
13  

$
43  

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Stock-based compensation capitalized as internal-use software
$
56  

$
35  

$
42  

Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering
$
2,822  

$
—  

$
—  

Reclassification of deferred offering costs to additional paid-in capital upon initial public offering
$
9  

$
—  

$
—  

Accretion of Series A redeemable convertible preferred stock
$
2  

$
9  

$ 9  

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION RELATED TO LEASES

Cash paid for amounts included in the measurement of operating lease liabilities
$
16  

$
16  

$
9  

Lease liabilities arising from obtaining right-of-use assets
$
6  

$
1  

$
—  

Remeasurement of operating lease right of use assets
$
—  

$
1  

$ 17  
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONSOLIDATED BALANCE SHEETS

Cash and cash equivalents
$
2,137  

$
1,278  

$
637  

Restricted cash and cash equivalents, current
137  

152  

172  

Restricted cash and cash equivalents, noncurrent
19  

19  

18  

Total cash, cash equivalents, and restricted cash and cash equivalents
$
2,293  

$
1,449  

$
827  

The accompanying notes are an integral part of these consolidated financial statements.
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MAPLEBEAR INC. DBA INSTACART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 largely 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.
Initial Public Offering

On September 21, 2023, the Company completed its initial public offering (“IPO”) in which it issued and sold 14,100,000 shares of its common stock at an IPO price of $ 30.00 per share. The Company received net proceeds from the IPO of $ 392 million after deducting underwriting discounts and offering costs. Immediately subsequent to the closing of the IPO, the Company issued and sold 5,833,333 shares of its Series A redeemable convertible preferred stock in a private placement at $ 30.00 per share and received $ 175 million in proceeds.

In connection with the effectiveness of the Company’s registration statement on Form S-1 filed under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s IPO, all outstanding exchangeable shares of the Company’s subsidiary, Aspen Merger Corp. (“Aspen”), were exchanged into 688,017 shares of non-voting common stock. Immediately prior to the closing of the IPO, all then-outstanding shares of redeemable convertible preferred stock were converted into 167,691,838 shares of voting common stock, and all outstanding shares of non-voting common stock and shares of non-voting common stock underlying outstanding equity awards and warrants, were converted into shares of voting common stock. In connection with the IPO, upon the filing and effectiveness of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”), all outstanding shares of voting common stock and shares of voting common stock underlying outstanding equity awards were reclassified into an equivalent number of shares of common stock. In addition, the Restated Certificate authorized 2,030,000,000 shares of capital stock, consisting of 2,000,000,000 shares of common stock and 30,000,000 shares of preferred stock.

2.
Significant Accounting Policies

Basis of Presentation
The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiaries, after elimination of all intercompany accounts and transactions. The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
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Segment Information

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer is the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has one operating and reportable segment. Geographic information is included in Note 3 — Revenue and Note 6 — Property and Equipment, Net. See further information in Note 17 — Segment Information.

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 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 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 and 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 its impact on consumer behavior, 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.
Rounding
Amounts presented in the consolidated financial statements and accompanying footnotes have been rounded based on their actual values, including totals and subtotals. As a result, totals and subtotals may not equal the sum of individual line items shown. All underlying calculations, including percentages, are based on unrounded amounts.

Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.
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The three-level hierarchy for fair value measurements is defined as follows:

Level 1
Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2
Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, accounts payable, and accrued and other current liabilities. The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued and other current liabilities approximate fair value due to their short maturities. Refer to Note 4 — Fair Value Measurements for further information related to cash equivalents and marketable securities.
Foreign Currency
The Company’s reporting currency is the U.S. dollar. The Company determines the functional currency for each of its foreign subsidiaries by reviewing their operations and currencies used in their primary economic environments. The majority of the Company’s foreign subsidiaries’ functional currency is the local currency of their respective country. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange rate. Gains and losses resulting from remeasurement are recorded in the consolidated statements of operations. Subsidiaries’ assets and liabilities with non-U.S. dollar functional currencies are translated at the period-end rate. Accumulated deficit and other equity items are translated at historical rates, and revenue and expenses are translated at average exchange rates during the period. Gains and losses resulting from the translation of the consolidated balance sheets are recorded as a component of accumulated other comprehensive loss.
Net foreign exchange transaction and remeasurement gains and losses were immaterial for the years ended December 31, 2023, 2024, and 2025.
Business Combinations
Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting costs, are expensed as incurred.
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Cash and Cash Equivalents
Cash includes demand deposits with banks or financial institutions as well as cash in transit from payment processors. Cash in transit from payment processors was $ 108 million and $ 73 million as of December 31, 2024 and 2025, respectively. The Company considers all highly-liquid investments purchased with an original or remaining maturity of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist of investments in money market funds, commercial paper, and U.S. government and government agency debt securities.
Restricted Cash and Cash Equivalents
The Company has certificates of deposit that collateralize unconditional, irrevocable letters of credit. The letters of credit are held as security for several of the Company’s operating leases and for corporate insurance and disability policies, certain of which are renegotiated on an annual basis. As of December 31, 2024 and 2025, these letters of credit vary in term and have expiration dates through June 2028. The Company has classified these certificates of deposit within restricted cash and cash equivalents, current or noncurrent, on the consolidated balance sheets based on the underlying maturity date of these letters of credit.
Beginning in November 2023, the Company was required to maintain funds in a depository account in favor of a payment card issuer. The withdrawal or general use of these funds is legally restricted. As of December 31, 2024 and 2025, the Company maintained $ 151 million and $ 168 million in the depository account, respectively. These amounts are included within restricted cash and cash equivalents, current, on the consolidated balance sheets.

Accounts Receivable and Allowance
The Company’s accounts receivable primarily consists of retailer and advertiser obligations due under normal trade terms and is reported net of allowance. The Company generally collects the gross transaction amount for each order and remits the purchase value of the related goods to the retailer at the retailers’ point-of-sale. In certain cases, the gross transaction amount is partially or completely collected by the retailer from the end user which the Company later recoups from the retailer. Such amounts are included within accounts receivable, net on the consolidated balance sheets and totaled $ 471 million and $ 440 million as of December 31, 2024 and 2025, respectively.

The Company maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable, and changes in this allowance are recorded within general and administrative expense in the consolidated statements of operations. The Company assesses collectability by reviewing accounts receivable on a collective basis when similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. Accounts receivable write-offs were $ 23  million, $ 19 million, and $ 15  million during the years ended December 31, 2023, 2024, and 2025, respectively.

Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentration risk consist principally of cash and cash equivalents, restricted cash and cash equivalents, marketable securities, and accounts receivable. The Company’s cash is held with multiple financial institutions in the United States, for which the balances are regularly in excess of federally insured limits, and in foreign institutions outside of the United States, for which the balances are immaterial. The Company’s investments consist primarily of commercial paper, U.S. government and government agency debt securities, and corporate debt securities that management believes are of high credit quality.
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Marketable Securities

Marketable securities consist primarily of commercial paper, corporate debt securities, and U.S. government and government agency debt securities. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investments in any particular security. Marketable securities with original maturities at the date of purchase of 90 days or less are included within cash and cash equivalents, and marketable securities with original maturities greater than 90 days, but less than or equal to one year, are included within short-term marketable securities on the consolidated balance sheets. Marketable securities with original maturities as of the balance sheet date greater than one year are included within long-term marketable securities on the consolidated balance sheets. The Company determines the appropriate classification of marketable securities at the time of purchase. Marketable securities are classified as available-for-sale securities and are carried at fair value on the consolidated balance sheets, with all unrealized gains and losses, net of tax except for credit-related impairment losses, recorded as a component of accumulated other comprehensive loss.

The Company evaluates its marketable securities with unrealized loss positions for impairment by assessing if they are related to deterioration in credit risk and whether the entire amortized cost basis of the security will be recovered, the intent to sell, and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their cost basis. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in the consolidated statements of operations.

No impairment losses related to marketable securities have been recognized during the years ended December 31, 2023, 2024, or 2025. Any unrealized losses on available-for-sale debt securities that are attributed to credit risk are recorded to earnings through an allowance for credit losses. Unrealized losses on available-for-sale debt securities were immaterial during the years ended December 31, 2023, 2024, and 2025 and no allowance for credit losses was recorded. For the purposes of computing realized and unrealized gains and losses, the cost of investments sold is based on the specific-identification method. Interest on marketable securities is included within interest income in the consolidated statements of operations.

Property and Equipment, Net
Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is reflected within operating expenses in the consolidated statements of operations.
Capitalized Internal-Use Software
Certain costs of platform and other software applications developed for internal use are capitalized and presented as a component of property and equipment, net on the consolidated balance sheets. The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality and will expense costs incurred for maintenance and minor upgrades and enhancements. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software once it is ready for its intended use. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred.
Goodwill and Intangible Assets, Net
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets primarily consist of developed technology and customer
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relationships acquired in business combinations and patents purchased from third parties. Intangible assets resulting from the acquisition of entities are accounted for using the acquisition method of accounting based on management’s estimate of the fair value of assets received. Intangible assets are amortized over the estimated useful lives in a pattern that most closely matches the timing of their economic benefits. The Company reviews intangible assets for impairment under the long-lived asset model described below.
Goodwill is not subject to amortization but is tested for impairment on an annual basis, performed in the fourth quarter of each year, or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of the reporting unit’s fair value. Goodwill is tested for impairment at the reporting unit level by first assessing the qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount. Qualitative indicators assessed include consideration of macroeconomic, industry, and market conditions, the Company’s overall financial performance, and personnel or strategy changes. Based on the qualitative assessment, if the Company determines that it is more likely than not that the Company’s single reporting unit’s fair value is less than its carrying amount, a quantitative analysis is performed by comparing the fair value of the Company’s single reporting unit to its carrying value. Any excess of the carrying amount of goodwill over the fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. The Company may also elect to perform a quantitative analysis instead of starting with a qualitative approach.
No impairment losses have been recognized during the years ended December 31, 2023 or 2024. Impairment losses related to intangible assets during the year ended December 31, 2025 were immaterial .
Impairment of Long-Lived Assets
The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset group (collectively “asset group”) may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset group’s carrying amount may not be recoverable. The Company measures the recoverability of the asset group by comparing the carrying amount of such asset groups to the future undiscounted cash flows it expects the asset group to generate. If the Company considers the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value. The Company reviews the impairment of its operating lease right-of-use assets consistent with the approach applied for other long-lived assets. No material impairment losses related to long-lived assets have been recognized during the years ended December 31, 2023 or 2024. Impairment losses related to long-lived assets during the year ended December 31, 2025 was $ 21 million.
Advances from Payment Card Issuer

A payment card issuer may advance funds required to settle transactions for a short period, generally one business day, on an interest-free basis. Such advances from the payment card issuer are included within accrued and other current liabilities on the consolidated balance sheets.
Legal Contingencies
The outcomes of the Company’s legal proceedings are inherently unpredictable and subject to significant uncertainties. The Company records a liability for legal contingencies when the Company believes that it is both probable that a loss has been incurred and the amount can be estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. If the Company determines that a loss is either probable or reasonably possible, but the loss or range of loss cannot be estimated, the Company discloses that fact in the consolidated financial statements. Until the final resolution of legal matters, there may be an exposure to a material loss in excess of the amount recorded. Legal fees are expensed as incurred.
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Insurance Reserves
The Company uses third-party insurance that include deductibles to insure against auto liability related to bodily injury, physical damage, and uninsured and underinsured motorists, and workers’ compensation. The insurance reserve reflects estimated liabilities arising from accidents that have occurred but have not been resolved, including reported claims (case reserves), incurred but not reported claims, expected development on reported claims, and claims that may have reopened. The determination of the insurance reserve is based on generally accepted actuarial reserving techniques applied to historical claim and loss experience and other available information. The Company utilizes assumptions based on actuarial judgments that relate to certain claim and loss development factors, which include, for example, the development time frame and expected loss rates and may also include assumptions regarding claim frequency and severity trends and changes in the external environment. Certain claims may take multiple years to settle, and it is reasonably possible that the Company’s estimate of the ultimate cost of these claims could change in the near term. The Company periodically reviews the insurance reserve and adjusts as experience develops or when new information becomes known. The adjustments are recorded within cost of revenue in the consolidated statements of operations. The insurance reserves are inherently complex and subjective, and as such, it is possible that the actual loss and loss adjustment expenses can be materially different than the amount recorded. The Company includes insurance reserves within accrued and other current liabilities on the consolidated balance sheets.
Revenue Recognition
The Company offers a technology platform that connects multiple parties to facilitate transactions. The Company’s revenue consists of transaction revenue and advertising and other revenue. The Company primarily identifies end users, retailers, and advertisers as the Company’s customers.

Transaction Revenue

The Company primarily generates its revenue from fees received from end users and amounts paid by retailers for its transaction service and is net of any coupons, incentives, and refunds, as well as payments to shoppers. The Company enters into Terms of Service and Services Agreements with its end users and retailers, respectively. These agreements provide a framework for transactions between the Company’s end users and shoppers for fulfillment services. The Company separately enters into agreements with shoppers for their use of the technology platform through which shoppers offer fulfillment services to end users.
The Company’s primary performance obligation to the retailer is to connect retailers with end users for the provision of goods by the retailer to the end user. The Company’s transaction service may also include lead generation, facilitation of payments, and other activities to facilitate satisfaction of the performance obligation. The Company’s sole performance obligation to the end user is to arrange for a shopper to provide fulfillment services to the end user. Each performance obligation is satisfied at a point in time, upon the transfer of control of the services.
As multiple parties are involved in a transaction between end users, retailers, and shoppers, judgment is required in determining whether the Company is the principal or agent for the goods and services provided to the end user or retailer in a transaction. The Company presents revenue on a gross or net basis based on whether it controls the goods or services provided to the end user or retailer and is the principal (gross), or the Company arranges for other parties to provide the goods or service to the end user or retailer and is an agent (net):
• Goods . The Company acts as an agent of the retailer in the sale of goods to the end user as the Company does not control the goods at any time before they are transferred to the end user. The Company does not pre-purchase or otherwise obtain control of the goods and only benefits from its fee for arranging for the sale of goods by the retailer to the end user. The Company also does not take inventory risk and does not generally have discretion over pricing of the goods.
• Fulfillment services . The Company acts as an agent of the end user in the procurement of fulfillment services from shoppers who are independent contractors. The Company does not control the fulfillment services provided as the Company does not pre-purchase services or otherwise direct shoppers to perform fulfillment services on the Company’s behalf. The Company does not promise fulfillment services to end users at any time. In addition, the Company is not primarily responsible for and does not have inventory risk for the fulfillment services. Although
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the Company has discretion in establishing the fees paid for the services, this indicator does not alone provide persuasive evidence that the Company controls the fulfillment services.
As an agent, the Company recognizes as revenue the net amount it retains from both the retailer and the end user from a transaction after remitting the purchase value of the goods to the retailer and amounts owed to the shopper for their services.
In limited situations, through the third quarter of 2024, the Company utilized in-store shoppers to provide certain fulfillment activities for end users with the related costs of these employees recorded within cost of revenue in the consolidated statements of operations.
Taxes collected from end users on behalf of governmental authorities as part of the transaction are recorded on a net basis and excluded from revenue.
End Users
The Company generates revenue from end users through service and delivery fees in exchange for arranging fulfillment services using the Company’s technology platform. For each transaction, the Company processes the entire amount of the transaction (i.e., total purchase value of the goods, delivery fees, service fees, applicable sales taxes, and tips) received from the end user and recognizes revenue on a net basis after settling the purchase value of the goods to the retailer and the amounts owed to the shoppers for fulfillment services. Any tips received from the end user for the benefit of shoppers are passed through to the shoppers and are not reflected as revenue or expenses of the Company.
End users can also purchase monthly or annual Instacart+ memberships, which entitle the end user to unlimited $ 0 delivery fees on orders over a certain size, and other exclusive benefits. Membership fees are paid at commencement of the subscription term. Revenue from membership fees is recognized ratably over the monthly or annual subscription period.
Retailers
The Company generates revenue from retailers through service fees in exchange for connecting the retailer with end users using the Company’s technology platform. The services can be provided to retailers either through the Company’s mobile application or website or through dedicated websites created exclusively for the retailers. The Company recognizes revenue as either a per transaction fee, a percentage of the total purchase value from the sale of goods, the difference in price between amounts charged to end users for goods and the actual settlement price to the retailer for those goods, or a combination thereof. Payment for the Company’s services is generally due immediately to 45 days upon receipt of invoice.
Revenue Share
The Company generates revenue from partnerships with payment card issuers whereby shoppers use cards issued by the payment card issuers to pay for goods at the retailers’ point-of-sale. The Company earns a revenue share from the payment card issuers for transactions processed through these payment cards and records these amounts in the same period the underlying transaction takes place.
Coupons, Refunds, and Incentives
Coupons, refunds, and incentives offered to end users, shoppers, and retailers arise due to the Company’s business practices. Coupons and incentives provided to end users and shoppers, respectively, are recorded as a reduction of revenue if the Company does not receive a distinct good or service or cannot reasonably estimate the fair value of the good or service received in exchange for the coupon or incentive. In certain cases, refunds are provided to retailers and end users primarily in the form of price concessions.
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The Company offers several types of coupons and incentives to encourage use of the Company’s services. These are offered in various forms that include:
• Appeasement credits . These coupons are offered to end-users to ensure the satisfaction of the Company’s end user. The Company reduces the revenue recognized in each period by the expected value of the related refunds and appeasement credits.
• Promotional coupons . These coupons are offered to end users to acquire, reengage, or generally increase an end user’s use of the service and are recognized as a reduction of revenue at the time they are redeemed by the end user.
• Referral bonus coupons . These coupons are earned when an existing end user or shopper (“the referrer”) refers a new end user or shopper (“the referred”) to the Company, and the referred places their first transaction through the Company’s technology platform. These referrals are typically paid in the form of a credit given to both the referrer and the referred. The Company records a liability for unused referrer coupons and the corresponding expense as sales and marketing expense at the time the referral is earned by the referrer because the coupon represents either consideration payable to a customer or a shopper in exchange for a distinct good or service (i.e., the referral). Coupons granted to the referred are recorded as incurred as a reduction in the transaction price when the referred places their first transaction.
Refunds are accounted for as variable consideration and are recorded as a reduction of revenue. There is limited uncertainty in estimation given the short duration. In certain cases, end user fees received may be less than the amount of refunds, coupons, incentives, and shopper payments applicable to a particular transaction. This shortfall is recorded within revenue in the consolidated statements of operations.
Advertising and Other Revenue
The Company generates revenue from the sale of advertising to companies that are interested in reaching end users. The advertising services include Sponsored Product ads, display ads, coupons, and a variety of other online advertising services. The Company’s performance obligation is to continually promote a brand over the duration of the contractual term, which is typically less than one year. The Company primarily recognizes revenue in the amount that it has the right to invoice as advertising services are rendered, which occurs 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, the Company records advertising revenue on a gross or net basis based on whether it acts as a principal or agent in the transaction, which is assessed on a contract by contract basis. When the Company acts as the principal and controls the services provided to the brand partner, it records revenue on a gross basis, recognizing fees from the advertiser as revenue and related payments to the publisher as cost of revenue. When the Company acts as an agent and does not control the services, it records revenue on a net basis, representing only the net amount received from the brand partner after payments to the publisher. The Company records revenue on a gross or net basis based on whether it controls the services provided to the advertiser.
The Company also offers software subscription services to certain partners that enhance the omnichannel shopping experience and generates an amount of other revenue from software subscriptions and other goods and services that are not material. Revenue for the software subscription services is recognized over the subscription period as services are provided. Payment for the Company’s advertising and other services is generally due 30 to 90 days after receipt of invoice.

Practical Expedients

The Company has no significant financing components in its contracts with customers.

The Company applies a practical expedient to costs to obtain these contracts and expenses them as incurred as the amortization period would have been one year or less.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice when that amount corresponds directly with the value of services performed, and (iii) variable
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consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied distinct service that forms part of a single performance obligation.
Cost of Revenue
Cost of revenue primarily consists of third-party payment processing fees, depreciation expense and amortization expense of capitalized internal-use software and technology-related intangible assets, hosting fees, insurance costs attributed to fulfillment, payments to publishers, and expenses related to cancellations. Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
Operations and Support Expense
Operations and support expense primarily consists of compensation costs for employees who support our operations, costs to attract and onboard new shoppers, expenses related to software and subscriptions, and depreciation and amortization expense. Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
Research and Development Expense
Research and development expense primarily consists of compensation costs for our engineering employees, costs related to subscriptions and software, hosting fees attributed to research and development, third-party consulting fees, and depreciation and amortization expense. Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
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, amortization expense of customer relationship intangible assets, and depreciation expense. Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Advertising expenses primarily include marketing activities such as online advertising, which are expensed as incurred. The Company incurred advertising expenses of $ 388  million, $ 457  million, and $ 485  million for the years ended December 31, 2023, 2024, and 2025, respectively, which is included within sales and marketing expense in the consolidated statements of operations.

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; legal, regulatory, and policy expenses; third-party consulting fees; depreciation expense; amortization expense of patents and trademarks; and taxes.
Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
Operating Leases
The Company determines if a contract is or contains a lease at inception of the arrangement based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset that the Company does not own. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. Right-of-use assets are recognized based on the lease liability, adjusted for lease incentives received. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”) because the interest rate implicit in most of the Company’s leases is not readily determinable. The IBR is a hypothetical rate based on information available at the lease
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commencement date, including the Company’s understanding of what interest rate the Company would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized loan, based on the Company’s credit rating and other factors. The Company’s leases typically contain rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term.
Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, or other costs. Variable lease payments are recognized within operating expenses in the consolidated statements of operations in the period in which the obligation for those payments is incurred.
The Company does not recognize short-term leases (original expected term of one year or less) on the consolidated balance sheets, and related lease payments are recognized as an expense over the lease term on a straight-line basis. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. The Company did not have any finance leases for the years ended December 31, 2023, 2024, or 2025.
Stock-Based Compensation
The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Stock-based compensation expense is recognized ratably over the period during which an employee is required to provide service.
Stock Option Awards
The Company estimates the fair value of stock options granted to employees using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate, and (5) expected dividends. The Company accounts for forfeitures when they occur. The Black-Scholes assumptions are summarized as follows:

• Fair value of common stock . After the Company’s IPO, the fair value is determined using the closing price of the Company’s common stock.
• Expected volatility . As a result of the lack of historical and implied volatility data of the Company’s common stock, the expected stock price volatility has been estimated based on the historical volatilities of a specified group of companies in its industry for a period equal to the expected life of the option. The Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. The historical volatility data has been computed using the daily closing prices for the selected companies.
• Expected term . The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding and is based on the stock options’ vesting terms and contractual terms, estimated employee termination behavior, and potential future stock price outcomes.
• Risk-free rat e . The expected risk-free rate assumption is based on the U.S. Treasury instruments whose term is consistent with the expected term of the stock options.
• Expected dividend yield . The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid dividends and does not expect to do so in the foreseeable future, and as such, the dividend yield has been estimated to be zero.
The Company recognizes compensation expense for employee stock option awards with service-based vesting conditions on a straight-line basis over the requisite service period, which is generally four years , based on the fair value at grant date using the Black-Scholes option pricing model.

Restricted Stock Units and Unvested Restricted Stock
Compensation expense for restricted stock units (“RSUs”) granted with only service-based vesting conditions is recognized on a straight-line basis over the requisite service period, which is generally two or four years , based on the closing price of the Company’s common stock on the date of grant.
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The Company, at times, grants unvested restricted stock to employees of certain acquired companies in lieu of cash consideration. These awards are generally subject to continued post-acquisition employment. Therefore, the Company accounts for these awards as post-acquisition stock-based compensation expense. The Company recognizes stock-based compensation expense equal to the grant date fair value of the restricted stock on a straight-line basis over the requisite service period of the awards, which is generally three years .

Performance-Based Awards

The Company has granted RSUs and restricted stock that vest only upon satisfaction of both service-based and performance-based vesting conditions. The service-based vesting condition for the majority of RSUs and restricted stock is satisfied over a period of three to four years . The performance-based vesting condition was satisfied upon a qualifying liquidity event defined as the earlier of (i) a combination or disposition transaction provided that such transaction (or series of transactions) qualifies as a change of control, and (ii) the effective date of a registration statement of the Company for an IPO (“liquidity event-based vesting condition”). The liquidity event-based vesting condition was satisfied upon the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO. The Company has also granted RSUs with an additional performance-based vesting condition. The unvested restricted stock is subject to the Company’s right of repurchase. Refer to Note 12 — Stockholders’ Equity for further information.
The Company records stock-based compensation expense for performance-based RSUs and restricted stock on an accelerated attribution method over the requisite service period, which is generally three to four years , and only if performance-based vesting conditions are considered probable to be satisfied.
Market-Based Awards
The Company has granted stock options and RSUs to certain executives to purchase shares of the Company’s voting common stock and non-voting common stock, as applicable, under its 2013 Equity Incentive Plan (the “2013 Plan”) and its 2018 Equity Incentive Plan (the “2018 Plan”) , each of which vest only upon the satisfaction of market-based vesting conditions in addition to either service-based vesting conditions or both service-based and performance-based vesting conditions. The market-based vesting conditions are satisfied upon the Company’s achievement of specified future Company valuation amounts, as determined upon the volume-weighted average closing price of the Company’s common stock over a 30-day trading period, or certain stock price goals. The performance-based vesting condition was satisfied upon the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO.
For market-based equity awards, the Company determines the grant date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected Company valuation amounts.
The C ompany records stock-based compensation expense for market-based equity awards on an accelerated attribution method over the requisite service period, and for awards containing performance-based vesting conditions, only if performance-based vesting conditions are considered probable of being satisfied. The Company determines the requisite service period by comparing the derived service period to achieve the market-based vesting condition and the explicit time-based service period, using the longer of the two service periods as the requisite service period.
Share Repurchase
Share repurchases may be made through a variety of methods, including open market purchases, privately negotiated transactions, or accelerated share repurchases. Share repurchases are recorded on the trade date. When shares are retired, the value of repurchased shares is deducted from stockholders’ equity through common stock with the excess over par value recorded to accumulated deficit.

Income Taxes

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The Company is subject to income taxes in the United States, Canada, and other foreign jurisdictions. The Company records a provision for income taxes using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized.
The Company recognizes tax benefits from uncertain tax positions only if the Company believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company continuously reviews issues raised in connection with ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial condition and results of operations. The provision for income taxes includes the effects of any reserves that management believes are appropriate, as well as the related interest and penalties.
Net Income (Loss) Per Share
The Company calculates basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities, as applicable. The Company considered all series of the redeemable convertible preferred stock issued prior to December 31, 2022 to be participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend was paid on common stock. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Under the two-class method, net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock did not have a contractual obligation to share in losses. Immediately prior to the completion of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock were automatically converted into 167,691,838 shares of voting common stock, all of which were subsequently reclassified into common stock. The Company’s Series A redeemable convertible preferred stock is not considered a participating security for purposes of calculating net income (loss) per share attributable to common stockholders as the holder is not entitled to participate in undistributed earnings with common stockholders.
Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders, adjusted for accretion recognized, as applicable, by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share attributable to common stockholders, adjusted for accretion recognized, as applicable, is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because the effect of including potentially dilutive securities is not dilutive.

Recently Adopted Accounting Pronouncements
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 Company adopted the provisions of ASU No. 2023-09 on a prospective basis during the year ended December 31, 2025. Refer to Note 13 — Income Taxes for further information.

Recent Accounting Pronouncements Not Yet Adopted
With the exception of those discussed below, the Company reviewed all recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact to the Company’s consolidated financial statements or accompanying footnotes.

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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.

Year Ended December 31,

2023
2024
2025

(in millions)

Transaction
$ 2,171 $ 2,420 $ 2,677
Advertising and other
871 958 1,065
Total revenue
$ 3,042 $ 3,378 $ 3,742

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

Year Ended December 31,

2023
2024
2025

(in millions)

United States
$ 2,936
$ 3,247 $ 3,600
International (1)
106
131 142
Total revenue
$ 3,042
$ 3,378 $ 3,742

___________
(1) No individual international country represented 10% or more of the Company’s total revenue for the years ended December 31, 2023, 2024, or 2025 .
The following customers accounted for 10% or more of the Company’s revenue:

Year Ended December 31,

2023
2024
2025

Customer A    
12 %

12 %
11 %

Customer B    
15 %

16 %
17 %

Customer D    
11 %

*
*

___________
* Customer did not represent 10% or more of revenue.
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The following customers accounted for 10% or more of the Company’s accounts receivable balance:

As of December 31,

2024
2025

Customer A
10 %
11 %

Customer E
16 %
12 %

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 2025 is expected to be recognized within a year. During the years ended December 31, 2024 and 2025, the Company recognized revenue of $ 195 million and $ 199 million, 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 2025.

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  

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As of December 31, 2025

Level 1
Level 2
Level 3
Total

(in millions)
Cash equivalents

Money market funds
$
293  

$
—  

$
—  

$
293  

Commercial paper
—  

13  

—  

13  

U.S. government and government agency debt securities
—  

10  

—  

10  

Total cash equivalents
293  

23  

—  

316  

Short-term marketable securities

Commercial paper
—  

7  

—  

7  

U.S. government and government agency debt securities
—  

41  

—  

41  

Corporate debt securities
—  

2  

—  

2  

Total short-term marketable securities
—  

50  

—  

50  

Long-term marketable securities

U.S. government and government agency debt securities
—  

81  

—  

81  

Total long-term marketable securities
—  

81  

—  

81  

Total
$
293  

$
153  

$
—  

$
446  

The Company’s investments in commercial paper, U.S. government and government agency debt securities, and corporate 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 years ended December 31, 2024 or 2025 .

5.
Investments

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

2024
2025

Amortized Cost
Fair Value
Amortized Cost
Fair Value

(in millions)
Within one year
$
975  

$
975  

$
366  

$
366  

One year through five years
—  

—  

81  

81  

Total
$
975  

$
975  

$
446  

$
446  

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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,

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  

307  

Total property and equipment

274  

345  

Less: accumulated depreciation and amortization

( 74 )

( 127 )

Total property and equipment, net

$
200  

$
218  

Depreciation expense related to the Company’s property and equipment was $ 11 million, $ 8 million, and $ 6 million for the years ended December 31, 2023, 2024, and 2025, respectively . Amortization expense related to the Company’s internal-use software, which is primarily recorded within cost of revenue in the consolidated statements of operations, was $ 5 million , $ 22 million, and $ 60 million for the years ended December 31, 2023, 2024, and 2025 , respectively.

The Company capitalized $ 110 million, $ 91 million, and $ 98 million of internal-use software costs during the years ended December 31, 2023, 2024, and 2025 , 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,

2024
2025

(in millions)

United States
$
194  

$
215  

Canada
26  

32  

Other
1  

1  

Total long-lived assets, net
$
221  

$
248  

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 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.
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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
75  

Intangible assets
40  

Other assets
1

Total assets acquired
121

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 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, 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.

The results of operations of the business combination have been included in the Company’s 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 consolidated statements of operations and, accordingly, historical and pro forma disclosures have not been presented.

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8.
Goodwill and Intangible Assets, Net

Goodwill

The changes in the carrying amount of goodwill for the year ended December 31, 2024 were immaterial. The following table summarizes the changes in the carrying amount of goodwill for the year ended December 31, 2025:

Amount

(in millions)

Balance as of December 31, 2024
$
317  

Addition related to business acquisition
74  

Effect of foreign currency translation
1  

Measurement period adjustments
1  

Balance as of December 31, 2025
$
393  

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 December 31, 2025

Gross Carrying Value
Accumulated Amortization
Net Carrying Value
Weighted-Average Remaining Useful Life

(in millions)
(in years)

Developed technology
$
92  

$
( 73 )

$
19  

1.8

Customer relationships
66  

( 27 )

39  

8.7

Patents
17  

( 7 )

10  

4.9

Other
9  

( 6 )

3  

5.9

Total intangible assets, net
$
184  

$
( 113 )

$
71  

Amortization expense totaled $ 27 million, $ 26 million, and $ 25 million for the years ended December 31, 2023, 2024, and 2025, respectively.

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As of December 31, 2025 , the remaining intangible asset amortization was as follows:

Amount

Year ending December 31,
(in millions)

2026
$
22  

2027
12  

2028
8  

2029
6  

2030
5  

Thereafter
19  

Total
$
71  

9.
Accrued and Other Current Liabilities

Accrued and other current liabilities were as follows:

As of December 31,

2024
2025

(in millions)

Accrued legal and regulatory matters
$
57  

$
158  

Accrued shopper and merchant liability (1)
110  

103  

Accrued advertising
77  

53  

Accrued compensation and benefits
32  

28  

Accrued professional, legal, and contractor services
46  

51  

Sales and indirect tax liabilities
36  

31  

Insurance reserves
49  

72  

Advances from payment card issuer
10  

22  

Gift cards and rewards
46  

47  

Other
42  

67  

Total
$
505  

$
634  

___________
(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 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 modify, enter into, or acquire any material leasing arrangements during the year ended December 31, 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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The components of lease costs were as follows:

Year Ended December 31,

2023
2024
2025

(in millions)

Operating lease costs
$
16  

$
13  

$
9  

Short-term lease costs
1  

—  

—  

Variable lease costs
2  

4  

2  

Total lease costs
$
19  

$
17  

$
12  

The weighted-average lease term and discount rate were as follows:

Year Ended December 31,

2023
2024
2025

Weighted-average remaining lease term (in years)
2.8
1.9
7.4

Weighted-average discount rate
4.19  
%
4.16  
%
3.99  
%

As of December 31, 2025 , the future maturities of lease liabilities were as follows:

Amount

Year ending December 31,
(in millions)

2026
$
3  

2027
6  

2028
5  

2029
5  

2030
5  

Thereafter
17  

Total undiscounted lease payments
42  

Less: imputed interest
( 7 )

Present value of operating lease liabilities
36  

Less: operating lease liabilities, current
( 3 )

Operating lease liabilities, noncurrent
$
33  

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 $ 13 million as of December 31, 2024 and 2025, respectively, and was included within other long-term liabilities on the consolidated balance sheets. The Company recognized a reserve release, net of audit payments, of $ 35 million, $ 14 million, and $ 3 million related to these reserves for the years ended December 31, 2023, 2024, and 2025, respectively. These a mounts were recorded within general and administrative expense in the consolidated statements of operations.
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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 several states. The Company believes that it complies with 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
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MAPLEBEAR INC. DBA INSTACART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company’s common stock in its IPO or between September 19, 2023 and October 1, 2023. The complaint alleges violations of Sections 11 and 15 of the Securities Act 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. Following extensive discussions with staff of the FTC, the Company agreed to enter into a consent order to conclude the FTC’s investigation, which became final on January 13, 2026. The consent order does not include any admission of liability. Pursuant to the consent order, the Company is required to pay $ 60  million to the FTC, which was included in accrued and other current liabilities on the consolidated balance sheet as of December 31, 2025, and subsequently paid in January 2026.

Other Litigation Matters