10-K – 2026-02-26 – cart-20251231.htm

Besides the matters described above, the Company and its subsidiaries are regularly subject to claims, lawsuits, arbitration proceedings, administrative actions, government investigations, and other legal and regulatory proceedings involving unpaid wages, missed breaks, premium or overtime pay, hazard pay, inadequate notice under the Worker Adjustment and Retraining Notification Act or its state equivalent, retaliation, denial of or interference with leave of absence, improper application of our paid time off or other policies, discrimination or harassment based on a protected characteristic, wrongful termination, failure to accommodate a disability, unfair labor practices, personal injury, intellectual property, including patent infringement, property damage, securities and stockholder claims, commercial and contract disputes, unfair competition, marketing claims, consumer protection claims, including auto-renewal practices, pricing, and fees, data protection and privacy, environmental claims, health and safety, appropriate disclosures of worker and customer rights and entitlements, weights and measures, compliance with regulatory requirements, and other matters. In some of these proceedings, claims for substantial monetary damages are asserted against the Company and could result in fines, penalties, compensatory damages, or non-monetary relief. The Company does not believe that these matters will have a material adverse effect upon its operations, cash flows, or financial condition.

To the extent the Company has agreed to settle outstanding claims or where the Company has concluded it is probable that a resolution may be reached at an amount of loss that is estimable, the loss has been recognized within general and administrative expense in the consolidated statements of operations . During periods where the settled amount is less than the loss reserved or if the Company estimates that an outstanding claim is less than that previously recorded, the Company will recognize a reserve release related to the claims within general and administrative expense in the consolidated statements of operations. During the year ended December 31, 2023, the Company recognized a reserve release related to these claims of $ 5 million . During the years ended December 31, 2024 and 2025, the Company recognized a loss related to these claims of $ 7 million and $ 106 million, respectively. The actual losses incurred on claims that have not been resolved may differ from the initial estimates of loss, and such differences could be material.

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

Indemnifications

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

11.
Redeemable Convertible Preferred Stock

Series A Redeemable Convertible Preferred Stock

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

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

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

Seniority; Liquidation Preference

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

The Stated Value for the Series A redeemable convertible preferred stock on a given date is defined as the sum of (i) the original issue price of the Series A redeemable convertible preferred stock, automatically increased at an annual rate of 5.0 %, compounding on each anniversary of the issue date, through such date, and (ii) on an as-converted to common stock basis, the pro rata portion of any cash dividends or distributions that the Company pays on its common stock.

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

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

Conversion

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

In addition, on the third anniversary of the issue date of the Series A redeemable convertible preferred stock, if the 10 -Day VWAP immediately prior to such date exceeds the conversion price of the Series A redeemable convertible preferred stock, the holder will have the option to convert all outstanding shares of Series A redeemable convertible preferred stock at the conversion price on such date. If there is a Conversion Shortfall (as defined below), the holder will receive an additional number of shares of common stock equal to the Conversion Shortfall divided by the 10 -Day VWAP immediately prior to such date.

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

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

Redemption

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

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

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

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

The Company presents its Series A redeemable convertible preferred stock outside of stockholders’ equity as mezzanine equity because the shares contain redemption features that are not solely within the Company’s control. The Company is required to accrete the carrying value of the Series A redeemable preferred stock to its redemption value over the period from issuance through redemption date. The accretion was $ 2 million, $ 9 million, and $ 9 million during the years ended December 31, 2023, 2024, and 2025, respectively.

Voting

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

No dividends were declared or paid during the years ended December 31, 2023, 2024, or 2025.

12.
Stockholders’ Equity

Stock Repurchase Program

In November 2023, the Company’s board of directors authorized a $ 500  million share repurchase program, which was subsequently increased to $ 1 billion in February 2024. During the year ended December 31, 2024, the Company repurchased and immediately retired a total of 32,804,891 shares of its common stock for an aggregate amount, including broker commissions, fees, and excise taxes, of $ 965 million, which completed the repurchases under this share repurchase program originally authorized in November 2023. The amount of shares repurchased under this program during the year ended December 31, 2024 included 14,395,994 shares repurchased in privately negotiated transactions with three stockholders in February 2024 for an aggregate amount of $ 390 million.

In June 2024, the Company’s board of directors authorized a new $ 500 million share repurchase program, which was subsequently increased to $ 750  million, $ 1  billion, and later $ 2.5 billion in November 2024, May 2025, and November 2025, respectively. During the year ended December 31, 2024, the Company repurchased and immediately retired a total of 13,206,713 shares of its common stock, for an aggregate amount, including broker commissions, fees, and excise taxes, of $ 442  million under this share repurchase program. This amount included 3,700,000 shares repurchased in August 2024 in a privately negotiated transaction with one stockholder, a related party, for $ 117 million. During the year ended December 31, 2025, the Company repurchased and immediately retired a total of 32,832,183 shares of its common stock, for an aggregate amount, including broker commissions, fees, and excise taxes, of $ 1,349 million under this share repurchase program, which included shares repurchased under the ASR Agreement (as defined below). As of December 31, 2025, the Company had $ 671 million remaining available to repurchase shares pursuant to this new repurchase program.

On November 10, 2025, the Company entered into an ASR Agreement with a third-party financial institution to repurchase $ 250 million of the Company’s common stock. Pursuant to the terms of the ASR Agreement, the Company paid $ 250 million to the financial institution and received and immediately retired an initial delivery of 5,357,621 shares of common stock on November 12, 2025, representing 80 % of the value of the $ 250  million payment. As of December 31, 2025, $ 50 million of the ASR is reflected as a forward contract within stockholders’ equity on the consolidated balance sheet. In January 2026, repurchases under the ASR Agreement were completed. The final number of shares of common stock repurchased was based on the VWAP of the Company’s common stock during the repurchase period, less a negotiated discount. The Company received and immediately retired an additional 553,349 shares in January 2026.

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The Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The excise tax recognized as part of the cost basis of shares acquired during the years ended December 31, 2023, 2024, and 2025 was zero , $ 5 million, and $ 7 million, respectively.

Common Stock Reserved for Future Issuance

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

As of December 31,

2024
2025

(in thousands)

Series A redeemable convertible preferred stock
5,833  

5,833  

Restricted stock units
21,229  

15,959  

Stock options outstanding
7,497  

6,489  

Shares available for issuance under the 2023 Equity Incentive Plan
49,827  

54,419  

Shares available for issuance under the 2023 Employee Stock Purchase Plan
9,790  

12,400  

Total
94,176  

95,100  

The holders of common stock are entitled to receive dividends out of funds that are legally available, when and if declared by the board of directors and subject to approval from the holders of the Series A redeemable convertible preferred stock. No dividends were declared or paid during the years ended December 31, 2023, 2024, or 2025.
Equity Incentive Plans
The Company has three equity incentive plans: the 2013 Equity Incentive Plan (the “2013 Plan), the 2018 Equity Incentive Plan (the “2018 Plan”), and the 2023 Equity Incentive Plan (the “2023 Plan”). Following the Company’s IPO in September 2023, the Company has only issued awards under the 2023 Plan, and no additional awards will be granted under the 2013 and 2018 Plans. The 2023 Plan provides for grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to the Company’s employees of any parent or subsidiary, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards, and other forms of awards to the Company’s employees, directors, and consultants, including employees and consultants of the Company’s affiliates.
The number of shares of common stock reserved for issuance under the Company’s 2023 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 through January 1, 2033, in an amount equal to (1) 5 % of the total number of shares of common stock outstanding on December 31 of the year before the date of each automatic increase or (2) a lesser number of shares determined by the Company’s board of directors prior to the applicable January 1. Pursuant to the automatic increase feature of the 2023 Plan, an additional 13,048,201 shares were reserved for issuance under the 2023 Plan effective January 1, 2025.
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Stock Options
The following table summarizes the activity related to the Company’s stock options for the year ended December 31, 2025:

Number of Options
Weighted-Average Exercise
Price
Weighted-Average Remaining Contractual Life
Aggregate Intrinsic Value

(in thousands)
(in years)
(in millions)

As of January 1, 2025
7,497  

$
11.35  

3.21
$
228  

Options exercised
( 1,008 )

$
8.34  

As of December 31, 2025
6,489  

$
11.82  

2.29
$
216  

Options vested and exercisable as of December 31, 2025
6,489  

$
11.82  

2.29
$
216  

The total intrinsic value of stock options exercised during the years ended December 31, 2023, 2024, and 2025 was $ 252 million, $ 301 million, and $ 35 million, respectively. The total fair value of stock options vested was $ 6 million and $ 3 million for the years ended December 31, 2023 and 2024, respectively. As of December 31, 2024, all outstanding stock options were fully vested. As such, no stock options vested during the year ended December 31, 2025.
Restricted Stock
The following table summarizes the activity related to the Company’s restricted stock for the year ended December 31, 2025:

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

(in thousands)

Unvested and outstanding as of January 1, 2025
74  

$
38.37  

Vested
( 74 )

$
38.37  

Unvested and outstanding as of December 31, 2025
—  

$
—  

For the year ended December 31, 2023, the weighted-average grant date fair value of restricted stock granted was $ 38.37 per share. The Company did not grant any restricted stock during the years ended December 31, 2024 and 2025. The total fair value of restricted stock vested during the years ended December 31, 2023, 2024, and 2025 was $ 54  million, $ 17 million, and $ 3 million, respectively.
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RSUs
The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 2025:

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

(in thousands)

Unvested and outstanding as of January 1, 2025
21,164  

$
42.02  

Granted
14,973  

$
42.61  

Vested
( 14,191 )

$
43.71  

Forfeited
( 5,987 )

$
40.06  

Unvested and outstanding as of December 31, 2025
15,959  

$
41.72  

During the year ended December 31, 2023, the Company modified the terms of an aggregate of 702,066 RSUs granted to certain executives related to the acceleration of the service-based vesting conditions upon involuntary termination of employment in conjunction with a change in control event. The modification did not result in any incremental stock-based compensation expense given the fair value of the modified awards immediately after the modification was lower than the grant date fair value of the original awards.

In April 2024, the Company granted an aggregate of 586,920 RSUs to certain employees of the Company that vest upon satisfaction of certain performance-based and service-based vesting conditions. The performance-based vesting conditions will be satisfied based on the proportion of certain GTV targets achieved during applicable performance periods. The actual number of shares that may satisfy the performance-based vesting condition ranges from 0% to 100% of the maximum achievable shares for that performance period. Shares that satisfy the performance-based condition are subject to a service-based condition that vests quarterly over a period of one year following the applicable performance period. Each of the RSU awards granted is subject to potential vesting acceleration under certain circumstances. The weighted-average grant date fair value per share of such awards is $ 36.35 , and the weighted-average requisite service period is satisfied over a period of 2.70 years.

In November 2024, the Company modified the terms of an RSU award representing the right to be issued up to 1,200,000 shares of the Company’s common stock that was previously granted to the Company’s chief executive officer at that time, of which, 300,000 shares under the RSU award vested in connection with the Company’s IPO in September 2023. The modification changed the existing market capitalization goals to corresponding stock price goals ranging from $ 43.32 per share to $ 86.64 per share. Achievement of the stock price goals is measured using the VWAP of the Company’s common stock over the 30-trading day period preceding the applicable measurement date. The modification resulted in the remeasurement of these awards as of the modification date and the incremental stock-based compensation expense was immaterial.

Following the modification of the RSU award, and based on the VWAP as of November 12, 2024, the stock price goal of $ 43.32 was met, resulting in the vesting of an additional 180,000 shares of the Company’s common stock under the RSU award.

The weighted-average grant date fair value of RSUs granted was $ 32.80 , $ 37.15 , and $ 42.61 per share for the years ended December 31, 2023, 2024, and 2025, respectively. The total fair value of RSUs vested was $ 1,880  million, $ 752  million, and $ 620 million for the years ended December 31, 2023, 2024, and 2025 , respectively.

2023 Employee Stock Purchase Plan

The Company’s board of directors adopted, and the Company’s stockholders approved, the 2023 Employee Stock Purchase Plan (“the ESPP”), which became effective immediately prior to the effectiveness of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO. A total of 7,000,000 shares of common stock were initially reserved for sale under the ESPP. The number of shares of the Company’s common stock reserved for
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issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2024 through January 1, 2033, by the lesser of (1) 1 % of the total number of shares of common stock outstanding on the last day of the year before the date of the automatic increase and (2) 7,000,000 shares; provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Subject to any limitations contained therein, the ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase common stock at a discounted price per share.

As of December 31, 2025, there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the Company’s board of directors, or its compensation committee under its delegation, as the administrator of the ESPP. Pursuant to the automatic increase feature of the ESPP, an additional 2,609,640 shares were reserved for issuance under the ESPP effective January 1, 2025.

Stock-Based Compensation Expense Summary

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

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 (1)(2)
$
2,756  

$
300  

$
352  

___________
(1) Stock-based compensation expense during the year ended December 31, 2023 included $ 2,581  million, net of $ 39  million capitalized related to the development of internal-use software, associated with vested RSUs and certain shares of vested 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 the Company’s IPO.
(2) Stock-based compensation expense during the year ended December 31, 2024 includes a benefit of $ 4  million, $ 79  million, $ 8  million, and $ 4  million for operations and support, research and development, sales and marketing, and general and administrative, respectively, related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for executive departures during the three months ended March 31, 2024 and for terminated employees in connection with the Company’s restructuring plan. Refer to Note 17 — Restructuring for further discussion.

As of December 31, 2025, there was $ 465 million of unrecognized stock-based compensation expense related to unvested awards, which are expected to vest and be recognized over a weighted-average period of 1.43 years.
The amount of stock-based compensation expense capitalized related to the development of internal-use software was $ 56 million, $ 35 million, and $ 42 million during the years ended December 31, 2023, 2024, and 2025, respectively.
The income tax benefit recognized in the consolidated statements of operations related to stock-based awards was $ 520 million, $ 42 million, and $ 77 million for the years ended December 31, 2023, 2024, and 2025, respectively.

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13.
Income Taxes

The components of income (loss) before provision for (benefit from) income taxes were as follows:

Year Ended December 31,

2023

2024

2025

(in millions)

United States
$
( 2,073 )

$
537  

$
538  

Foreign
12  

15  

18  

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

$
552  

$
556  

The components of the provision for (benefit from) income taxes were as follows:

Year Ended December 31,

2023

2024

2025

(in millions)

Current:

Federal
$
6  

$
18  

$
1  

State
11  

12  

8  

Foreign
3  

6  

1  

Total current tax (benefit) expense
20  

36  

10  

Deferred:

Federal
( 343 )

58  

89  

State
( 116 )

1  

9  

Foreign
—  

—  

1  

        Total deferred tax (benefit) expense
( 459 )

59  

99  

Total provision for (benefit from) income taxes
$
( 439 )

$
95  

$
109  

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A reconciliation of the Company’s U.S. federal statutory income tax rate to the effective tax rate was as follows for the years ended December 31, 2023 and 2024:

Year Ended December 31,

2023

2024

U.S. federal statutory rate
21.0  
%
21.0  
%

State, net of federal benefit
4.3  

0.6  

Foreign taxes
—  

0.1  

Penalties
—  

( 0.1 )

Lobbying expenses
—  

0.2  

Stock-based compensation
( 7.9 )

4.3  

Equity agreements with retailers
0.7  

—  

Research and development credits
4.8  

( 12.3 )

Uncertain tax positions
( 1.2 )

3.3  

Other
( 0.4 )

0.1  

Effective tax rate
21.3  
%
17.2  
%

The Company adopted ASU 2023-09 on a prospective basis during the year ended December 31, 2025. A reconciliation of the Company’s U.S. federal statutory income tax rate to the effective tax rate is as follows for the year ended December 31, 2025:

Year Ended December 31, 2025

(in millions)

Tax at federal statutory tax rate
$
117

21.0  
%

State, net of federal benefit (1)
9

1.7  

Foreign tax effects
( 1 )

( 0.1 )

Effect of cross-border tax laws
3

0.6  

Tax credits, net of unrecognized tax benefits

Research and development tax credit
( 41 )

( 7.3 )

Changes in unrecognized tax benefits
14

2.6  

Nontaxable or nondeductible items

Stock-based compensation
( 10 )

( 1.9 )

162M limitation
12
2.1  

Other nontaxable or nondeductible items
5

0.8  

Other
1

0.1  

Effective tax rate
$
109

19.6  
%

___________
(1) The states that contribute to the majority (greater than 50 percent) of the tax effect in this category consists of California, New Jersey, and New York.

For the year ended December 31, 2023, the difference in the effective tax rate is primarily driven by the tax effects of stock-based compensation, including certain restructurings, recognized in connection with the Company’s IPO, as well as the generation of research and development tax credits. For the years ended December 31, 2024 and 2025, the difference in the effective tax rate is primarily attributable to the generation of research and development tax credits, partially offset by uncertain tax positions, the tax effects of stock-based compensation, as well as state income taxes, net of federal benefit.

Deferred income taxes arise from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, as well as operating losses and tax
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credit carryforwards. Significant components of the Company’s deferred tax assets were as follows:

As of December 31,

2024
2025

(in millions)

Deferred tax assets

Net operating loss and tax credit carryforwards
$
190  

$
332  

Interest expense limitation
—  

11  

Capitalized research and development
446  

287  

Legal reserve
15  

37  

Other accruals and reserves
15  

9  

Stock-based compensation
111  

54  

Operating lease liabilities
7  

10  

Other
4  

4  

Total gross deferred tax assets
788  

744  

Less: valuation allowance
( 3 )

( 42 )

Total deferred tax assets, net of valuation allowance
785  

702  

Deferred tax liabilities

Property and equipment and intangible assets
( 8 )

( 30 )

Operating lease right-of-use assets
( 6 )

( 8 )

Total deferred tax liabilities
( 14 )

( 38 )

Net deferred tax assets
$
771  

$
664  

The Company regularly assesses the ability to realize deferred tax assets based on the weight of all available evidence, including such factors as the history of recent earnings and expected future taxable income on a jurisdiction-by-jurisdiction basis. Judgment is required in determining whether a valuation allowance should be recorded against deferred tax assets. During the years ended December 31, 2024 and 2025, after considering these factors, the Company determined that the positive evidence overcame any negative evidence and concluded that it was more likely than not that the U.S. federal and state deferred tax assets were realizable. During the year ended December 31, 2025, in connection with the acquisition of Marlin 9 Holdings, the Company acquired deferred tax assets, including certain U.S. net operating loss carryforwards and other tax attributes. The Company recorded a valuation allowance against these acquired tax attributes.

As of December 31, 2024 and 2025, the Company had federal net operating loss carryforwards of $ 19  million and $ 443  million, respectively. The Company generated $ 5  million of net operating loss carryforwards prior to 2018, which will begin to expire in 2037. The remaining $ 438  million will carryforward indefinitely. In addition, the Company had state net operating loss carryforwards of $ 536  million and $ 679  million as of December 31, 2024 and 2025, respectively, an immaterial amount of which, if unused, will begin to expire in 2026. The Company had immaterial foreign net operating and capital loss carryforwards as of December 31, 2024 and 2025.

As of December 31, 2024, the Company had no federal Section 163(j) interest limitation carryforwards. As of December 31, 2025, the Company had $ 42  million in federal Section 163(j) interest limitation carryforwards, which can be carried forward indefinitely.

As of December 31, 2024 and 2025, the Company had federal research and development tax credit carryforwards of $ 143  million and $ 181  million, respectively, and state research and development tax credit carryforwards of $ 87  million and $ 102  million, respectively. The federal research and development tax credits will begin to expire in 2044 if not utilized. The state research and development tax credits have no expiration date.

Under Section 382 of the Code, the Company’s ability to utilize net operating loss carryforwards or other tax attributes, such as research tax credits (under Section 383 of the Code), in any taxable year may be limited if it experiences an ownership change. The Company has assessed whether it had an ownership change, as defined by Section 382 of the Code from its formation. Based upon this assessment, reductions were made to the Company’s net operating losses and tax credit carryforwards under these rules for the Marlin 9 Holdings acquisition. Additional ownership changes in the future could result in additional limitations on the Company’s net operating losses and tax credit carryforwards.
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MAPLEBEAR INC. DBA INSTACART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under the Tax Cuts and Jobs Act of 2017, research and development costs are required to be capitalized and amortized for U.S. tax purposes, effective January 1, 2022. Under the One Big Beautiful Bill Act effective January 1, 2025, research and development costs are allowed to be immediately deducted, and prior capitalization can be accelerated. The Company has elected to accelerate prior capitalization over two years .

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits:

Year Ended December 31,

2023

2024

2025

(in millions)

Unrecognized tax benefits at beginning of period
$
30  

$
63  

$
90  

Gross increases – current period tax positions
32  

25  

16  

Gross increases – prior period tax positions
1  

2  

1  

Gross decreases – current period tax positions
—  

—  

—  

Gross decreases – prior period tax positions
—  

—  

( 1 )

Unrecognized tax benefits at end of period
$
63  

$
90  

$
106  

The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties within the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has recognized immaterial interest and penalties in the consolidated statements of operations and has not made payments for interest and penalties. As of December 31, 2025, $ 106  million of unrecognized tax benefits, if recognized, would impact the effective tax rate.

The Company files income tax returns primarily in the U.S. federal and state, Canada, and other foreign jurisdictions. The Company is subject to examination in U.S. federal, various state and local jurisdictions, for all prior years. The examination period for foreign jurisdictions remain open from 2018 onward. The Company is currently under examination in Canada and California, New York, and Utah state jurisdictions.
Cash paid for income taxes, net of refunds, consisted of the following:

Year Ended
December 31, 2025

(in millions)

Federal
$
19  

State

California
3  

Florida
2  

Other
16  

Foreign

Canada
3  

Cash paid for income taxes, net of refunds
$
43  

14.
Net Income (Loss) per Share Attributable to Common Stockholders

Prior to the IPO, the rights, including the liquidation and dividend rights, of the holders of voting and non-voting common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net income (loss) per share attributable to common stockholders were, therefore, the same for both voting and non-voting common stock on an individual or combined basis.

Immediately prior to the completion of the IPO, all outstanding shares of the Company’s non-voting common stock were converted into shares of voting common stock, all of which were subsequently reclassified into common stock. The shares issued in the IPO and the shares of common stock issued upon conversion of the then-outstanding shares of
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MAPLEBEAR INC. DBA INSTACART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

redeemable convertible preferred stock in connection with the IPO, as well as vested RSUs, are included in the table below weighted for the period outstanding during the year ended December 31, 2023.

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

Year Ended December 31,

2023
2024
2025

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

Numerator:

Net income (loss)
$
( 1,622 )

$
457  

$
447  

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

( 9 )

( 9 )

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

$
448  

$
438  

Add: Accretion related to Series A redeemable convertible preferred stock
—  

9  

9  

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

$
457  

$
447  

Denominator:

Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholders
130,616  

264,640  

261,353  

Weighted-average effect of dilutive securities:

Series A redeemable convertible preferred stock
—  

5,833  

5,833  

Stock options
—  

7,480  

5,055  

Restricted stock units
—  

11,200  

7,344  

Unvested restricted non-voting common stock
—  

5  

35  

Weighted-average shares used in computing diluted net income (loss) per share attributable to common stockholders
130,616  

289,158  

279,621  

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

Basic
$
( 12.43 )

$
1.69  

$
1.68  

Diluted
$
( 12.43 )

$
1.58  

$
1.60  

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

As of December 31,

2023
2024
2025

(in thousands)

Series A redeemable convertible preferred stock (1)
6,925
—
—

Stock options
19,553
417
384

Restricted stock units
27,229
1,853
1,505

Unvested restricted non-voting common stock
326
144
—

Total
54,033
2,414
1,889

___________
(1) Series A redeemable convertible preferred stock included in the table above considers the Conversion Shortfall, as applicable, as further described in Note 11 — Redeemable Convertible Preferred Stock.

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

As of December 31,

2023
2024
2025

(in thousands)

Restricted stock units
1,890
1,139
335

Total
1,890
1,139
335

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MAPLEBEAR INC. DBA INSTACART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.
Related Party Transactions

The Company is party to agreements with a software vendor, whose former executive officer was a member of the Company’s board of directors, whereby the Company primarily pays the vendor usage-based subscription fees for the use of the software. Subsequent to the executive officer’s resignation on February 27, 2024, the software vendor is no longer a related party. During the year ended December 31, 2023, $ 15 million was paid in connection with this software subscription. No amounts were paid in connection with this software subscription during the three months ended March 31, 2024. During the year ended December 31, 2023, $ 25 million was included within operating expenses in the consolidated statements of operations. During the three months ended March 31, 2024, $ 8  million was included within operating expenses in the condensed consolidated statements of operations. As of March 31, 2024, $ 4  million was included within prepaid expenses and other current assets on the condensed consolidated balance sheets and no amounts were due to this vendor.

In August 2024, the Company entered into a privately negotiated transaction to repurchase 3,700,000 shares for $ 117 million from a stockholder that, together with its affiliated entities, is a holder of greater than 10% of the Company’s common stock and is affiliated with an entity indirectly controlled by a member of the Company’s board of directors. Refer to Note 12 — Stockholders’ Equity for further information.

16.
Employee Benefit Plan

The Company has a 401(k) plan under which U.S. employees may make voluntary pre-tax and post-tax contributions at their discretion, up to maximum annual contribution limits established by the U.S. Department of Treasury. The Company matched a portion of employee contributions totaling $ 17 million, $ 17 million, and $ 18 million for the years ended December 31, 2023, 2024, and 2025, respectively. Both employee contributions and the Company’s matching contributions are fully vested upon contribution.

17.
Restructuring

On February 9, 2024, the Company initiated restructuring actions with respect to its workforce intended to improve operational efficiencies and better align the Company’s organizational structure with current business needs, top strategic priorities, and key growth initiatives. The plan included the reduction of approximately 250 employees, or 7 % of the Company’s employees.
During the year ended December 31, 2024, the Company recognized $ 18  million in restructuring charges related to cash expenditures for severance payments and other termination benefits. The Company also recognized an immaterial amount of stock-based compensation expense related to the accelerated vesting of equity awards, which was offset by a $ 46  million benefit related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for terminated employees in connection with the restructuring. No amounts were recognized during the year ended December 31, 2025.

The following table summarizes the restructuring costs recognized by line item within the consolidated statements of operations for the year ended December 31, 2024:

Year Ended December 31, 2024

(in millions)

Operations and support
$
2  

Research and development
9  

Sales and marketing
3  

General and administrative
4  

Total
$
18  

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MAPLEBEAR INC. DBA INSTACART
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

18.
Segment Information

The Company has one operating and reportable segment. A description of how the Company derives revenues is included in Note 2 — Significant Accounting Policies. The Company’s chief executive officer is the Company’s CODM, who reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses consolidated net income (loss) as the sole measure of segment profit or loss to make key operating decisions such as the allocation of the budget and monitoring budget versus actual results. The CODM does not evaluate operating segments using asset information.
Significant expenses within net income (loss) include cost of revenue, operations and support, research and development, sales and marketing, general and administrative, which are each separately presented on the Company’s consolidated statements of operations. Stock-based compensation expense is also a significant expense within net income (loss). Refer to Note 12 — Stockholders’ Equity for additional information about the Company’s stock-based compensation expense. Other segment items include interest income, other expense, net, and provision for (benefit from) income taxes on the consolidated statements of operations.

Geographic information is included in Note 3 — Revenue and Note 6 — Property and Equipment, Net.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our management, under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in “Internal Control - Integrated Framework” (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

A control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

Item 9B. Other Information
During the quarter ended December 31, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) described below:

On November 20, 2025 , Chris Rogers , our Chief Executive Officer, President, and Chair of our board of directors , adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Rogers’s trading arrangement provides for the sale through November 30, 2026 of (i) up to 190,015 shares of our common stock subject to RSUs previously awarded to Mr. Rogers that may vest and be released to him on or prior to November 30, 2026 and (ii) additional shares of our common stock subject to RSUs granted to Mr. Rogers subsequent to the adoption of the trading arrangement that may vest and be released to him on or prior to November 30, 2026. The actual number of shares of our common stock that will be released to Mr. Rogers upon the vesting of RSUs will be reduced by the number of shares
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withheld by us to satisfy tax withholding obligations arising from the vesting of such RSUs and is not yet determinable. The actual number of shares that may be sold pursuant to this trading arrangement is not yet determinable.

On November 20, 2025 , Lisa Blackwood-Kapral , our Chief Accounting Officer , adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Ms. Blackwood-Kapral’s trading arrangement provides for the sale through January 31, 2027 of (i) up to 66,709 shares of our common stock subject to RSUs previously awarded to Ms. Blackwood-Kapral that may vest and be released to her on or prior to January 31, 2027 and (ii) additional shares of our common stock subject to RSUs granted to Ms. Blackwood-Kapral subsequent to the adoption of the trading arrangement that may vest and be released to her on or prior to January 31, 2027. The actual number of shares of our common stock that will be released to Ms. Blackwood-Kapral upon the vesting of RSUs will be reduced by the number of shares withheld by us to satisfy tax withholding obligations arising from the vesting of such RSUs and is not yet determinable. The actual number of shares that may be sold pursuant to this trading arrangement is not yet determinable.

On December 10, 2025 , Morgan Fong , our General Counsel , adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Fong’s trading arrangement provides for the sale through December 31, 2026 of (i) up to 53,565 shares of our common stock and (ii) up to 220,680 shares of our common stock subject to stock options previously awarded to Mr. Fong and exercisable on or prior to December 31, 2026. The actual number of shares that may be sold pursuant to this trading arrangement is not yet determinable.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.

We maintain a Code of Business Conduct and Ethics that applies to all our employees, officers, contractors, and directors, including our principal executive officer, principal financial officer, and principal accounting officer, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our website at investors.instacart.com under “Governance.” We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer, persons performing similar functions, or our directors from provisions in the Code of Business Conduct and Ethics.

Item 11. Executive Compensation

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.

Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K :

(1) Consolidated Financial Statements

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K .

(2) Financial Statement Schedules

All financial statement schedules have been omitted because they are not applicable, not material, or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K .

(3) Exhibits

The exhibits listed below are filed as part of this Annual Report on Form 10-K , or are incorporated herein by reference, in each case as indicated below:

Exhibit Number
Description of Exhibit
Form
File No.
Exhibit
Filing Date
Filed Herewith

3.1
Amended and Restated Certificate of Incorporation of Maplebear Inc.
8-K
001-41805
3.1
9/22/2023

3.2
Certificate of Designation of Series A Convertible Preferred Stock.
8-K
001-41805
3.2
9/22/2023

3.3
Amended and Restated Bylaws of Maplebear Inc.
S-1/A
333-274213
3.4
9/11/2023

4.1
Ninth Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated February 26, 2021.
S-1
333-274213
4.2
8/25/2023

4.2
Description of Securities.
10-K
001-41805
4.2
3/5/2024

4.3
Specimen Common Stock Certificate of the Registrant.
S-1
333-274213
4.1
8/25/2023

10.1+
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1
333-274213
10.1
8/25/2023

10.2+
Maplebear Inc. 2013 Equity Incentive Plan and related form agreements.
S-1/A
333-274213
10.2
9/11/2023

10.3+
Maplebear Inc. 2018 Equity Incentive Plan and related form agreements.
S-1/A
333-274213
10.3
9/11/2023

10.4+
Maplebear Inc. 2023 Equity Incentive Plan and related form agreements.
S-1/A
333-274213
10.4
9/15/2023

10.5+
Maplebear Inc. 2023 Employee Stock Purchase Plan.
S-1/A
333-274213
10.5
9/15/2023

10.6+
Maplebear Inc. Non-Employee Director Compensation Policy.
10-K

001-41805

10.6

2/28/2025

10.7+
Maplebear Inc. Severance and Change in Control Plan and related participation agreement.
S-1
333-274213
10.7
8/25/2023

10.8+
Maplebear Inc. Executive Performance Bonus Plan.
S-1
333-274213
10.8
8/25/2023

10.9+
Form of Confirmatory Offer Letter Agreement entered into between the Registrant and certain of its executive officers.
S-1
333-274213
10.9
8/25/2023

10.10+
Amended and Restated Offer Letter Agreement between the Registrant and Fidji Simo, dated December 7, 2022.
S-1
333-274213
10.10
8/25/2023

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Table of Contents

Exhibit Number
Description of Exhibit
Form
File No.
Exhibit
Filing Date
Filed Herewith

10.11+
Transition and Acknowledgement Letter between the Registrant and Fidji Simo, dated May 27, 2025.
8-K
001-41805
10.1
5/28/2025

10.12+
A mended and Restated Offer Letter between Maplebear Canada ULC and Chris Rogers, dated May 26, 2025.
8-K
001-41805
10.2
5/28/2025

10.13
Office Lease Agreement between the Registrant and 50 Beale Street LLC, dated May 12, 2015, as amended through June 4, 2025.
10-Q
001-41805
10.3
8/8/2025

19.1
Maplebear Inc. Insider Trading Policy.
X

21.1
List of subsidiaries of the Registrant.
X

23.1
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
X

24.1
Power of Attorney (included on signature pages).
X

31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
X

31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
X

32.1*
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
X

97.1
Incentive Compensation Recoupment Policy.
10-K
001-41805
97.1
3/5/2024

101.INS
XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
X

101.SCH
XBRL Taxonomy Extension Schema Document.
X

101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
X

101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
X

101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
X

101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
X

104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
X

___________
+ Indicates management contract or compensatory plan.
* The certifications furnished herewith accompany this Annual Report on Form 10-K and are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act (whether made before or after the date of the Annual Report on Form 10-K ), irrespective of any general incorporation language contained in such filing.

Item 16. Form 10-K Summary
None.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on February 26, 2026.

MAPLEBEAR INC.

Date:
February 26, 2026
By:
/s/ Chris Rogers

Chris Rogers

Chief Executive Officer

( Principal Executive Officer )

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Rogers, Emily Reuter, and Morgan Fong, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
Title
Date

/s/ Chris Rogers
Chief Executive Officer and Chair
February 26, 2026

Chris Rogers
( Principal Executive Officer )

/s/ Emily Reuter
Chief Financial Officer
February 26, 2026

Emily Reuter
( Principal Financial Officer )

/s/ Lisa Blackwood-Kapral
Chief Accounting Officer
February 26, 2026

Lisa Blackwood-Kapral
( Principal Accounting Officer )

/s/ Victoria Dolan
Director
February 26, 2026

Victoria Dolan

/s/ Ravi Gupta
Director
February 26, 2026

Ravi Gupta

/s/ Mary Beth Laughton
Director
February 26, 2026

Mary Beth Laughton

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Signature
Title
Date

/s/ Meredith Kopit Levien
Director
February 26, 2026

Meredith Kopit Levien

/s/ Michael Moritz
Director
February 26, 2026

Michael Moritz

/s/ Lily Sarafan
Director
February 26, 2026

Lily Sarafan

/s/ Josh Silverman
Director
February 26, 2026

Josh Silverman

/s/ Daniel Sundheim
Director
February 26, 2026

Daniel Sundheim

138