Maplebear Inc 8-K, filed Oct 29, 2026
Maplebear Inc. (CART)
About this 8-K
Maplebear Inc filed this 8-K on October 29, 2026.
Maplebear Inc. entered a definitive agreement to be acquired by DoorDash in a cash-and-stock transaction valued at approximately $17 billion. Third-quarter GTV was $10,528 million, up 15% year-over-year, and total revenue was $1,095 million, up 17%. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(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)
(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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
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
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. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
On October 29, 2026, Maplebear Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release, dated October 29, 2026. | |
| 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: October 29, 2026 | By: | /s/ Emily Reuter | ||||
| Emily Reuter | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Instacart Announces Third Quarter 2026 Financial Results
GTV grew 15% year-over-year and total revenue grew 17% year-over-year
GAAP net income of $147 million; Adjusted EBITDA of $342 million, up 23% year-over-year
Instacart enters into definitive agreement to be acquired by DoorDash in a cash-and-stock transaction with an equity value of approximately $17 billion
San Francisco - October 29, 2026 - Instacart (NASDAQ: CART) today released financial results for its third quarter ended September 30, 2026.
Additionally, in a separate release issued today, Instacart announced that it has entered into a definitive agreement to be acquired by DoorDash, Inc. (NASDAQ: DASH). The cash-and-stock transaction values Instacart at an equity value of approximately $17 billion.
“Q3 was our best quarter as a public company, with GTV up 15% year-over-year and advertising and other revenue up 23% year-over-year. Our fundamentals keep getting stronger, with solid consumer demand, deepening customer engagement, and expanding profitability,” said Chris Rogers, CEO. “Online grocery is still an underpenetrated category, and we’re in the early stages of realizing what our purpose-built grocery technology can do to transform it. That’s why we’re building the operating system for grocery: one integrated platform that powers ecommerce, fulfillment, in-store, retail media, and AI Solutions. We’re excited about what’s ahead, working closely with our partners to strengthen and grow their businesses and shape the future of the grocery industry.”
Third Quarter 2026 Financial Highlights
| • | GTV of $10,528 million, up 15% year-over-year. |
| • | Orders of 91.4 million, up 10% year-over-year. |
| • | Total revenue of $1,095 million, up 17% year-over-year, representing 10.4% of GTV. |
| • | Transaction revenue of $764 million, up 14% year-over-year, representing 7.3% of GTV. |
| • | Advertising and other revenue of $331 million, up 23% year-over-year, representing 3.1% of GTV. |
| • | GAAP gross profit of $786 million, up 14% year-over-year, representing 7.5% of GTV and 72% of total revenue. |
| • | GAAP net income of $147 million, up 2% year-over-year, representing 1.4% of GTV and 13% of total revenue. |
| • | Adjusted EBITDA of $342 million, up 23% year-over-year, representing 3.2% of GTV and 31% of total revenue. |
| • | Operating cash flow of $324 million, up 13% year-over-year, and free cash flow of $307 million, up 13% year-over-year. |
| • | Repurchased $230 million in shares and ended the quarter with $1 billion in cash and similar assets. |
1
| Three Months Ended September 30, |
||||||||||||
| 2025 | 2026 | % Change | ||||||||||
| (in millions, except percentages) | ||||||||||||
| GTV |
$ | 9,170 | $ | 10,528 | 15 | % | ||||||
| Orders |
83.4 | 91.4 | 10 | % | ||||||||
| Total revenue |
$ | 939 | $ | 1,095 | 17 | % | ||||||
| GAAP gross profit |
$ | 692 | $ | 786 | 14 | % | ||||||
| GAAP gross margin |
74 | % | 72 | % | ||||||||
| GAAP gross profit as a percent of GTV |
7.5 | % | 7.5 | % | ||||||||
| GAAP net income |
$ | 144 | $ | 147 | 2 | % | ||||||
| GAAP net income as a percent of total revenue |
15 | % | 13 | % | ||||||||
| GAAP net income as a percent of GTV |
1.6 | % | 1.4 | % | ||||||||
| Adjusted EBITDA (1) |
$ | 278 | $ | 342 | 23 | % | ||||||
| Adjusted EBITDA margin (1) |
30 | % | 31 | % | ||||||||
| Adjusted EBITDA as a percent of GTV (1) |
3.0 | % | 3.2 | % | ||||||||
| Net cash provided by operating activities |
$ | 287 | $ | 324 | 13 | % | ||||||
| Free cash flow (1) |
$ | 272 | $ | 307 | 13 | % | ||||||
| (1) | Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA as a percent of GTV, and free cash flow are non-GAAP financial measures. For more information regarding our use of these measures and reconciliations to the most directly comparable financial measures calculated in accordance with GAAP, see the section titled “Non-GAAP Financial Measures” and the reconciliations presented at the end of this press release. |
Cancellation of Earnings Conference Call and Suspension of Guidance
In light of the announced agreement to be acquired by DoorDash, Instacart has cancelled its earnings conference call previously scheduled for November 5, 2026. In addition, as is customary during the pendency of such a transaction, Instacart is suspending its financial guidance and has withdrawn previously issued long-term guidance.
About Instacart
Instacart is a leading grocery technology company that partners with more than 2,200 retail banners – representing nearly 100,000 stores – to transform how people shop for the groceries they need from the retailers they trust, while creating flexible earning opportunities for shoppers. Through the Instacart Marketplace, Instacart Enterprise platform, and Instacart Ads ecosystem, the company powers ecommerce, fulfillment, in-store technology, AI offerings, and advertising for partners. For more information, visit www.instacart.com/company. Maplebear Inc. is the registered corporate name of Instacart.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact could be deemed forward-looking, including without limitation statements regarding the proposed acquisition of Instacart by DoorDash, trends in our business and industry, our plans and expectations regarding growth, products, features, and partnerships, including expansion of our capabilities, services, and solutions, and our strategic priorities, investments, and initiatives. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions.
2
The forward-looking statements contained in this press release are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions, and other factors include, but are not limited to, the completion of the proposed merger with DoorDash (the “merger”) within the expected timeframe or at all; our ability to receive regulatory or stockholder approval of the merger; the possibility that any other conditions to closing the merger are not waived or satisfied; contractual restrictions on the operation of our business during the pendency of the merger; disruption of management’s time and resources from ongoing business operations due to the merger; our ability to attract and retain key personnel during the pendency of the merger; legal action against us or our board of directors in connection with the merger; the occurrence of any event or circumstance giving rise to a right to terminate the merger, which may include an obligation that we pay a termination fee; our ability to forecast our performance; our ability to attract and increase engagement of, and maintain relationships with, customers, retailers, brands, and shoppers, including following the announcement of the merger; the increasing scale, scope, and complexity of our business; evolving and uncertain macroeconomic conditions; our ability to achieve and maintain profitability and profitable growth; competition; and legal and regulatory developments; as well as other risks described from time to time in our filings with the Securities and Exchange Commission (SEC), including in our most recent annual report on Form 10-K or quarterly report on Form 10-Q filed with the SEC.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this press release on information available to us as of the date hereof, and we undertake no obligation to update any forward-looking statements, except as required by law.
Key Business Metrics
We use the following key business metrics to help us evaluate our business, identify trends affecting our performance, formulate business plans, and make strategic decisions:
| • | Gross Transaction Value (GTV): We define GTV as the value of the products sold through Instacart, including applicable taxes, deposits and other local fees, customer tips, which go directly to shoppers, customer fees, which include flat subscription fees related to Instacart+ that are charged monthly or annually, and other fees. GTV consists of orders including those completed through Instacart Marketplace or services that are part of the Instacart Enterprise platform. We believe that GTV indicates the health of our business, including our ability to drive revenue and profits, and the value we provide to our constituents. |
| • | Orders: We define an order as a completed customer transaction to purchase goods for delivery or pickup primarily from a single retailer through Instacart during the period indicated, including those completed through Instacart Marketplace or services that are part of the Instacart Enterprise platform. We believe that orders are an indicator of the scale and growth of our business as well as the value we bring to our constituents. |
3
Non-GAAP Financial Measures
We use the following non-GAAP financial 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 financial 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 financial measures to assist investors in seeing our business and financial performance through the eyes of management, and because we believe that these non-GAAP financial 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.
Adjusted EBITDA, Adjusted EBITDA as a Percent of GTV, and Adjusted EBITDA Margin. 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 reserve changes and settlements, (viii) reserves for sales and other indirect taxes, net, (ix) certain transaction-related expenses, and (x) certain other items not indicative of our ongoing operating performance. We define Adjusted EBITDA margin as Adjusted EBITDA as a percent of total revenue.
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.
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, and payroll taxes related to stock-based compensation.
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, and payroll taxes related to stock-based compensation.
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, and payroll taxes related to stock-based compensation.
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 reserve changes and settlements; reserves for sales and other indirect taxes, net; and certain transaction-related expenses.
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 from our non-GAAP financial measures 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 reserve changes and settlements; reserves for sales and other indirect taxes, net; certain transaction-related expenses; and certain other items as these are not indicative of our ongoing operating performance.
4
Free Cash Flow. We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment, including capitalized internal-use software.
Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies, which reduce their usefulness as comparative measures. In addition, other companies may not publish these or similar measures. Further, these measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this press release for the reconciliation of GAAP to non-GAAP results.
Contacts
Investor Relations: investors@instacart.com
Press: press@instacart.com
5
MAPLEBEAR INC. DBA INSTACART
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions)
| As of December 31, |
As of September 30, |
|||||||
| 2025 | 2026 | |||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 637 | $ | 830 | ||||
| Short-term marketable securities |
50 | 97 | ||||||
| Accounts receivable, net |
1,127 | 1,052 | ||||||
| Restricted cash and cash equivalents, current |
172 | 93 | ||||||
| Prepaid expenses and other current assets |
213 | 144 | ||||||
|
|
|
|
|
|||||
| Total current assets |
2,199 | 2,216 | ||||||
| Long-term marketable securities |
81 | 8 | ||||||
| Restricted cash and cash equivalents, noncurrent |
18 | — | ||||||
| Property and equipment, net |
218 | 213 | ||||||
| Operating lease right-of-use assets |
30 | 26 | ||||||
| Intangible assets, net |
71 | 75 | ||||||
| Goodwill |
393 | 428 | ||||||
| Deferred tax assets, net |
664 | 564 | ||||||
| Other assets |
14 | 48 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 3,687 | $ | 3,577 | ||||
|
|
|
|
|
|||||
| LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY |
| |||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 70 | $ | 81 | ||||
| Accrued and other current liabilities |
634 | 641 | ||||||
| Operating lease liabilities, current |
3 | 4 | ||||||
| Deferred revenue |
211 | 221 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
917 | 947 | ||||||
| Operating lease liabilities, noncurrent |
33 | 30 | ||||||
| Other long-term liabilities |
24 | 33 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
974 | 1,010 | ||||||
|
|
|
|
|
|||||
| Series A redeemable convertible preferred stock |
196 | — | ||||||
|
|
|
|
|
|||||
| Stockholders’ equity: |
||||||||
| Preferred stock |
— | — | ||||||
| Common stock |
— | — | ||||||
| Additional paid-in capital |
7,005 | 7,617 | ||||||
| Accumulated other comprehensive loss |
(1 | ) | (7 | ) | ||||
| Accumulated deficit |
(4,486 | ) | (5,043 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
2,518 | 2,567 | ||||||
|
|
|
|
|
|||||
| Total liabilities, redeemable convertible preferred stock, and stockholders’ equity |
$ | 3,687 | $ | 3,577 | ||||
|
|
|
|
|
|||||
Note: Due to rounding, numbers presented may not sum precisely to the totals presented.
6
MAPLEBEAR INC. DBA INSTACART
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in millions, except share amounts, which are reflected in thousands, and per share amounts)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||
| Revenue |
$ | 939 | $ | 1,095 | $ | 2,750 | $ | 3,157 | ||||||||
| Cost of revenue |
247 | 309 | 709 | 882 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
692 | 786 | 2,041 | 2,275 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Operations and support |
62 | 70 | 203 | 218 | ||||||||||||
| Research and development |
169 | 194 | 479 | 561 | ||||||||||||
| Sales and marketing |
206 | 242 | 640 | 706 | ||||||||||||
| General and administrative |
87 | 106 | 319 | 291 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
525 | 612 | 1,641 | 1,776 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
166 | 174 | 401 | 499 | ||||||||||||
| Other income (expense), net |
(1 | ) | 1 | 1 | 1 | |||||||||||
| Interest income |
16 | 6 | 45 | 18 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before provision for income taxes |
181 | 182 | 447 | 517 | ||||||||||||
| Provision for income taxes |
37 | 34 | 81 | 114 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 144 | $ | 147 | $ | 366 | $ | 403 | ||||||||
| Accretion related to Series A redeemable convertible preferred stock |
(2 | ) | (2 | ) | (7 | ) | (7 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income attributable to common stockholders, basic |
$ | 142 | $ | 145 | $ | 359 | $ | 396 | ||||||||
| Accretion related to Series A redeemable convertible preferred stock |
2 | 2 | 7 | 7 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income attributable to common stockholders, diluted |
$ | 144 | $ | 147 | $ | 366 | $ | 403 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income per share attributable to common stockholders: |
||||||||||||||||
| Basic |
$ | 0.54 | $ | 0.62 | $ | 1.37 | $ | 1.68 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted |
$ | 0.51 | $ | 0.60 | $ | 1.30 | $ | 1.61 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted-average shares used in computing net income per share attributable to common stockholders: |
||||||||||||||||
| Basic |
264,895 | 232,964 | 263,314 | 235,699 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted |
283,176 | 247,591 | 282,479 | 250,015 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Note: Due to rounding, numbers presented may not sum precisely to the totals presented.
7
MAPLEBEAR INC. DBA INSTACART
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||
| OPERATING ACTIVITIES |
||||||||||||||||
| Net income |
$ | 144 | $ | 147 | $ | 366 | $ | 403 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||
| Depreciation and amortization expense |
25 | 35 | 65 | 97 | ||||||||||||
| Stock-based compensation expense |
82 | 120 | 253 | 341 | ||||||||||||
| Impairments of long-lived assets and other assets |
10 | 1 | 21 | 7 | ||||||||||||
| Provision for bad debts |
3 | 2 | 12 | 8 | ||||||||||||
| Amortization of operating lease right-of-use assets |
2 | 1 | 7 | 4 | ||||||||||||
| Deferred income taxes |
67 | 32 | 66 | 99 | ||||||||||||
| Other |
1 | (1 | ) | (4 | ) | 2 | ||||||||||
| Changes in operating assets and liabilities, net of effects of business acquisitions: |
||||||||||||||||
| Accounts receivable |
(4 | ) | (76 | ) | (35 | ) | 65 | |||||||||
| Prepaid expenses and other assets |
— | 30 | 46 | 51 | ||||||||||||
| Accounts payable |
9 | 19 | (3 | ) | 11 | |||||||||||
| Accrued and other current liabilities |
(49 | ) | 21 | (17 | ) | (13 | ) | |||||||||
| Deferred revenue |
— | (11 | ) | 18 | 9 | |||||||||||
| Operating lease liabilities |
(1 | ) | (1 | ) | (7 | ) | (2 | ) | ||||||||
| Other long-term liabilities |
(2 | ) | 4 | (2 | ) | 4 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash provided by operating activities |
287 | 324 | 788 | 1,085 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| INVESTING ACTIVITIES |
||||||||||||||||
| Purchases of marketable securities |
(86 | ) | (4 | ) | (230 | ) | (17 | ) | ||||||||
| Maturities of marketable securities |
94 | 27 | 221 | 42 | ||||||||||||
| Purchases of property and equipment, including capitalized internal-use software |
(15 | ) | (17 | ) | (49 | ) | (46 | ) | ||||||||
| Acquisitions of businesses, net of cash acquired |
— | (29 | ) | (105 | ) | (58 | ) | |||||||||
| Other investing activities |
— | (10 | ) | (1 | ) | (10 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash used in investing activities |
(7 | ) | (32 | ) | (163 | ) | (89 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| FINANCING ACTIVITIES |
||||||||||||||||
| Taxes paid related to net share settlement of equity awards |
(7 | ) | (4 | ) | (21 | ) | (12 | ) | ||||||||
| Proceeds from exercise of stock options |
1 | 2 | 8 | 6 | ||||||||||||
| Changes in advances from payment card issuer |
(2 | ) | (3 | ) | 41 | 31 | ||||||||||
| Repurchases of common stock |
(62 | ) | (238 | ) | (272 | ) | (921 | ) | ||||||||
| Other financing activities |
— | — | — | (2 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash used in financing activities |
(70 | ) | (243 | ) | (245 | ) | (898 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents |
(2 | ) | 1 | 4 | (2 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net increase in cash, cash equivalents, and restricted cash and cash equivalents |
208 | 49 | 384 | 96 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Cash, cash equivalents, and restricted cash and cash equivalents - beginning of period |
1,625 | 874 | 1,449 | 827 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Cash, cash equivalents, and restricted cash and cash equivalents - end of period |
$ | 1,833 | $ | 923 | $ | 1,833 | $ | 923 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Note: Due to rounding, numbers presented may not sum precisely to the totals presented.
8
MAPLEBEAR INC. DBA INSTACART
KEY BUSINESS METRICS AND RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(unaudited, in millions, except percentages)
| Three Months Ended September 30, |
||||||||
| 2025 | 2026 | |||||||
| GTV |
$ | 9,170 | $ | 10,528 | ||||
| Orders |
83.4 | 91.4 | ||||||
| Net income |
$ | 144 | $ | 147 | ||||
| Provision for income taxes |
37 | 34 | ||||||
| Interest income |
(16 | ) | (6 | ) | ||||
| Other expense (income), net |
1 | (1 | ) | |||||
| Depreciation and amortization expense |
25 | 35 | ||||||
| Stock-based compensation expense |
82 | 120 | ||||||
| Payroll taxes related to stock-based compensation (1) |
4 | 4 | ||||||
| Certain legal and regulatory reserve changes and settlements (2) |
2 | 4 | ||||||
| Reserves for sales and other indirect taxes, net (3) |
(1 | ) | 4 | |||||
| Certain transaction-related expenses (4) |
— | 1 | ||||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 278 | $ | 342 | ||||
|
|
|
|
|
|||||
| Net income as a percent of GTV |
1.6 | % | 1.4 | % | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA as a percent of GTV |
3.0 | % | 3.2 | % | ||||
|
|
|
|
|
|||||
| Total revenue |
$ | 939 | $ | 1,095 | ||||
|
|
|
|
|
|||||
| Net income as a percent of total revenue |
15 | % | 13 | % | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA margin |
30 | % | 31 | % | ||||
|
|
|
|
|
|||||
| (1) | Represents employer payroll taxes related to the vesting and settlement of certain equity awards. |
| (2) | Represents certain legal and regulatory reserve changes and settlements, including those related to worker classification and policy matters, as well as non-recurring intellectual property matters and legal and regulatory settlements. These matters have limited precedent, cover extended historical periods and are unpredictable in both magnitude and timing, therefore are distinct from normal, recurring legal and regulatory matters and related expenses incurred in our ongoing operating performance. |
| (3) | 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. |
| (4) | Represents certain transaction-related expenses, including acquisition- and integration-related expenses. |
Note: Due to rounding, numbers presented may not sum precisely to the totals presented.
9
MAPLEBEAR INC. DBA INSTACART
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(unaudited, in millions, except percentages)
| Three Months Ended | ||||||||||||||||||||
| Sep. 30, | Dec. 31, | Mar. 31, | Jun. 30, | Sep. 30, | ||||||||||||||||
| 2025 | 2025 | 2026 | 2026 | 2026 | ||||||||||||||||
| Cost of revenue |
$ | 247 | $ | 275 | $ | 281 | $ | 292 | $ | 309 | ||||||||||
| Depreciation and amortization expense |
(20 | ) | (20 | ) | (24 | ) | (26 | ) | (29 | ) | ||||||||||
| Stock-based compensation expense |
(3 | ) | (2 | ) | (2 | ) | (3 | ) | (2 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted cost of revenue |
$ | 225 | $ | 253 | $ | 255 | $ | 262 | $ | 278 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Cost of revenue as a percent of GTV |
2.7 | % | 2.8 | % | 2.7 | % | 2.8 | % | 2.9 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted cost of revenue as a percent of GTV |
2.5 | % | 2.6 | % | 2.5 | % | 2.5 | % | 2.6 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Operations and support expense |
$ | 62 | $ | 71 | $ | 74 | $ | 74 | $ | 70 | ||||||||||
| Depreciation and amortization expense |
— | (1 | ) | (1 | ) | (1 | ) | (1 | ) | |||||||||||
| Stock-based compensation expense |
(3 | ) | (4 | ) | (3 | ) | (5 | ) | (4 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted operations and support expense |
$ | 58 | $ | 67 | $ | 70 | $ | 68 | $ | 65 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Operations and support expense as a percent of GTV |
0.7 | % | 0.7 | % | 0.7 | % | 0.7 | % | 0.7 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted operations and support expense as a percent of GTV |
0.6 | % | 0.7 | % | 0.7 | % | 0.7 | % | 0.6 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Research and development expense |
$ | 169 | $ | 170 | $ | 164 | $ | 202 | $ | 194 | ||||||||||
| Depreciation and amortization expense |
(2 | ) | (2 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||||
| Stock-based compensation expense |
(56 | ) | (55 | ) | (46 | ) | (84 | ) | (68 | ) | ||||||||||
| Payroll taxes related to stock-based compensation (1) |
(2 | ) | (2 | ) | (4 | ) | (4 | ) | (2 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted research and development expense |
$ | 109 | $ | 112 | $ | 111 | $ | 113 | $ | 122 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Research and development expense as a percent of GTV |
1.8 | % | 1.7 | % | 1.6 | % | 2.0 | % | 1.8 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted research and development expense as a percent of GTV |
1.2 | % | 1.1 | % | 1.1 | % | 1.1 | % | 1.2 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Sales and marketing expense |
$ | 206 | $ | 214 | $ | 230 | $ | 233 | $ | 242 | ||||||||||
| Depreciation and amortization expense |
(3 | ) | (2 | ) | (2 | ) | (3 | ) | (2 | ) | ||||||||||
| Stock-based compensation expense |
(13 | ) | (16 | ) | (10 | ) | (22 | ) | (20 | ) | ||||||||||
| Payroll taxes related to stock-based compensation (1) |
(1 | ) | — | (1 | ) | (1 | ) | (1 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted sales and marketing expense |
$ | 191 | $ | 195 | $ | 217 | $ | 208 | $ | 220 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Sales and marketing expense as a percent of GTV |
2.3 | % | 2.2 | % | 2.2 | % | 2.3 | % | 2.3 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted sales and marketing expense as a percent of GTV |
2.1 | % | 2.0 | % | 2.1 | % | 2.0 | % | 2.1 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
10
MAPLEBEAR INC. DBA INSTACART
RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED)
(unaudited, in millions, except percentages)
| Three Months Ended | ||||||||||||||||||||
| Sep. 30, | Dec. 31, | Mar. 31, | Jun. 30, | Sep. 30, | ||||||||||||||||
| 2025 | 2025 | 2026 | 2026 | 2026 | ||||||||||||||||
| General and administrative expense |
$ | 87 | $ | 163 | $ | 88 | $ | 98 | $ | 106 | ||||||||||
| Depreciation and amortization expense |
(1 | ) | (1 | ) | (1 | ) | (1 | ) | (1 | ) | ||||||||||
| Stock-based compensation expense |
(7 | ) | (21 | ) | (19 | ) | (27 | ) | (25 | ) | ||||||||||
| Payroll taxes related to stock-based compensation (1) |
(1 | ) | — | (1 | ) | (1 | ) | (1 | ) | |||||||||||
| Certain legal and regulatory reserve changes and settlements (2) |
(2 | ) | (78 | ) | (1 | ) | 13 | (4 | ) | |||||||||||
| Reserves for sales and other indirect taxes, net (3) |
1 | 1 | — | (1 | ) | (4 | ) | |||||||||||||
| Certain transaction-related expenses (4) |
— | (1 | ) | (1 | ) | (3 | ) | (1 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted general and administrative expense |
$ | 78 | $ | 63 | $ | 65 | $ | 79 | $ | 69 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| General and administrative expense as a percent of GTV |
1.0 | % | 1.7 | % | 0.9 | % | 0.9 | % | 1.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted general and administrative expense as a percent of GTV |
0.8 | % | 0.6 | % | 0.6 | % | 0.8 | % | 0.7 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total operating expenses |
$ | 525 | $ | 619 | $ | 556 | $ | 608 | $ | 612 | ||||||||||
| Depreciation and amortization expense |
(6 | ) | (6 | ) | (6 | ) | (6 | ) | (6 | ) | ||||||||||
| Stock-based compensation expense |
(79 | ) | (96 | ) | (78 | ) | (139 | ) | (117 | ) | ||||||||||
| Payroll taxes related to stock-based compensation (1) |
(3 | ) | (3 | ) | (6 | ) | (6 | ) | (4 | ) | ||||||||||
| Certain legal and regulatory reserve changes and settlements (2) |
(2 | ) | (78 | ) | (1 | ) | 13 | (4 | ) | |||||||||||
| Reserves for sales and other indirect taxes, net (3) |
1 | 1 | — | (1 | ) | (4 | ) | |||||||||||||
| Certain transaction-related expenses (4) |
— | (1 | ) | (1 | ) | (3 | ) | (1 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted total operating expenses |
$ | 436 | $ | 436 | $ | 463 | $ | 468 | $ | 476 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total operating expenses as a percent of GTV |
5.7 | % | 6.3 | % | 5.4 | % | 5.9 | % | 5.8 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted total operating expenses as a percent of GTV |
4.8 | % | 4.4 | % | 4.5 | % | 4.5 | % | 4.5 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | Represents employer payroll taxes related to the vesting and settlement of certain equity awards. |
| (2) | Represents certain legal and regulatory reserve changes and settlements, including those related to worker classification and policy matters, as well as non-recurring intellectual property matters and legal and regulatory settlements. These matters have limited precedent, cover extended historical periods and are unpredictable in both magnitude and timing, therefore are distinct from normal, recurring legal and regulatory matters and related expenses incurred in our ongoing operating performance. |
| (3) | 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. |
| (4) | Represents certain transaction-related expenses, including acquisition- and integration-related expenses. |
11
MAPLEBEAR INC. DBA INSTACART
RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED)
(unaudited, in millions, except percentages)
| Three Months Ended | ||||||||||||||||||||
| Sep. 30, | Dec. 31, | Mar. 31, | Jun. 30, | Sep. 30, | ||||||||||||||||
| 2025 | 2025 | 2026 | 2026 | 2026 | ||||||||||||||||
| Net cash provided by operating activities |
$ | 287 | $ | 184 | $ | 268 | $ | 493 | $ | 324 | ||||||||||
| Purchases of property and equipment, including capitalized internal-use software |
(15 | ) | (12 | ) | (16 | ) | (13 | ) | (17 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Free cash flow |
$ | 272 | $ | 171 | $ | 253 | $ | 480 | $ | 307 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Note: Due to rounding, numbers presented may not sum precisely to the totals presented.
12