CART 8-K
Maplebear Inc. (CART)
8-K
2026-09-25
For: 2026-09-21
View Original
Added on
September 26, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2026
| (Exact name of registrant as specified in its charter) | ||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||||||||
(Address of principal executive offices) (Zip code)
(888 ) 246-7822
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 3.02 Unregistered Sales of Equity Securities.
On September 21, 2026, Maplebear Inc. (the “Company”) received notice from the holder (the “Holder”) of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to convert all 5,833,333 shares of such holder’s Series A Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock,” and such transaction, the “Conversion”). In accordance with the Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”) to the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”), the Company issued 5,833,333 shares of Common Stock to the Holder upon the Conversion, which shares of Common Stock may not be transferred or otherwise disposed of for a period of 35 days after issuance.
The issuance of the Common Stock is exempt from registration under Section 3(a)(9) under the Securities Act of 1933, as amended, as the Series A Preferred Stock was exchanged for Common Stock by an existing security holder and no commission or other remuneration was paid. Following the Conversion, no shares of Series A Preferred Stock remain outstanding.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 24, 2026, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating from the Restated Certificate all provisions of the Certificate of Designation. Such shares previously designated Series A Preferred Stock have been returned to the authorized but undesignated shares of the Company’s preferred stock.
The foregoing summary of the Certificate of Elimination is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Maplebear Inc. | ||||||||
Date: September 25, 2026 | By: | /s/ Emily Reuter | ||||||
| Emily Reuter | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
MAPLEBEAR INC.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
Maplebear Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
ONE: Pursuant to Section 151 of the DGCL and the authority granted in the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Board of Directors of the Company (the “Board of Directors”) previously authorized the issuance of a series of redeemable convertible preferred stock designated Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on September 21, 2023, filed a Certificate of Designation with respect to the Series A Preferred Stock with the office of the Secretary of State of the State of Delaware (the “Certificate of Designation”).
TWO: No shares of Series A Preferred Stock are outstanding, and no shares thereof will be issued subject to the Certificate of Designation.
THREE: The Board of Directors has adopted the following resolutions:
“NOW, THEREFORE, BE IT RESOLVED, that, as of the date hereof, no shares of Series A Preferred Stock are outstanding and no shares of Series A Preferred Stock will be issued subject to the Certificate of Designation;
RESOLVED FURTHER, that all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock shall be eliminated from the Certificate of Incorporation;
RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed to take any and all actions as such officers deem necessary and appropriate to eliminate the Series A Preferred Stock, including to execute and file, or cause to be executed and filed, a Certificate of Elimination of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware; and
RESOLVED FURTHER, that, upon the effectiveness of the Certificate of Elimination, the Series A Preferred Stock shall be returned to the status of authorized and unissued shares of preferred stock of the Company, without designation as to series.”
FOUR: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series A Preferred Stock in the Certificate of Incorporation are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series.
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In Witness Whereof, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer on this 24th day of September, 2026.
| MAPLEBEAR INC. | ||||||||
| By: | /s/ Chris Rogers | |||||||
| Name: | Chris Rogers | |||||||
| Title: | Chief Executive Officer | |||||||
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