Maplebear Inc

Item 5. Other Information

Compensatory Arrangements of Certain Officers

In December 2022, we granted a performance-based restricted stock unit award (the “PRSU Award”) to Ms. Simo, representing the right to be issued up to 1,200,000 shares of common stock (each such right, a “PRSU”). The PRSU Award vested in part (300,000 shares) in connection with our initial public offering in September 2023 and further vests upon the satisfaction of specific market capitalization goals ranging from $15 billion to $30 billion (the “Market Capitalization Goals”), as described in our definitive proxy statement on Schedule 14A for our 2024 annual meeting of stockholders (the “Proxy Statement”) in the section titled “Executive Compensation—Compensation Discussion and Analysis—2023 Executive Compensation Program—Long-Term Incentive Compensation—2022 PSU Awards.”

On November 12, 2024, the compensation committee of our board of directors (the “Compensation Committee”) amended the PRSU Award (the “Amendment”) to change the Market Capitalization Goals to corresponding stock price goals ranging from $43.32 per share to $86.64 per share (the “Stock Price Goals”). Achievement of the Stock Price Goals is measured using the volume-weighted average closing price of our common stock on The Nasdaq Stock Market over the 30-trading day period preceding the applicable measurement date (the “VWAP”). The Compensation Committee believes that the Amendment is necessary to achieve the original intent of the PRSU Award and to appropriately reflect the value creation it intended to reward at the time of grant. In particular, because the Company was not yet public when the PRSU Award was granted, the Compensation Committee did not have visibility as to the implications, once public, that fluctuations in common stock outstanding, including from share repurchases, would have on the Market Capitalization

Goals. Accordingly, the Stock Price Goals continue to reflect the value creation intended at the time of grant while Number of PRSUs Eligible to Vest providing clear visibility into potential achievement for Ms. Simo. No other terms of the PRSU Award were changed due to the Amendment, including the one-year post-vesting holding requirement for any shares of common stock issued.

The following table summarizes the vesting terms of the PRSU Award before and after the Amendment:

(1) Market capitalization, as of an applicable measurement date, equals (x) the number of fully-diluted shares of common stock outstanding, using the treasury stock method, multiplied by (y) the VWAP. The implied stock price per share for each of the $15 billion, $20 billion, and $30 billion Market Capitalization Goals would have been approximately $51.19, $68.26, and $102.38, respectively, as of November 12, 2024, under the terms of the PRSU Award before the Amendment.

Following the Amendment, and based on the VWAP as of November 12, 2024, the Stock Price Goal of $43.32 was met, resulting in the vesting of 180,000 shares of common stock under the PRSU Award.

10b5-1 Trading Plans

During the quarter ended September 30, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated the Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) described below:

On September 4, 2024, Alan Ramsay, our Chief Accounting Officer, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Ramsay’s trading arrangement provides for the sale through January 30, 2026 of (i) up to 40,005 shares of our common stock and (ii) up to 40,237 shares of our common stock subject to restricted stock units previously awarded to Mr. Ramsay that may vest and be released to him on or prior to January 30, 2026. The actual number of shares of our common stock that will be released to Mr. Ramsay upon the vesting of restricted stock units will be reduced by the number of shares withheld by us to satisfy tax withholding obligations arising from the vesting of such restricted stock units and is not yet determinable. The actual number of shares that may be sold pursuant to this trading arrangement is not yet determinable. This trading arrangement was adopted pursuant to Rule 10b5-1(c)(1)(ii)(D)(2) under the Exchange Act.