Maplebear Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
CART$58.12+0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001579091-26-000042
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001579091-26-000055
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 174 previous paragraphs and 186 current paragraphs.
126 unchanged; 44 reworded; 15 added; 2 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 22 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
Caper Wind-Down
Current report
On October 25, 2026, our board of directors made the determination to wind down Caper Cart operations (the “Caper Wind-Down”). This decision was made to re-align resources to support our strategic priorities. The Caper Wind-Down is expected to be substantially completed by the end of the second quarter of 2027.
Current report
We expect to record pre-tax charges of approximately $55 million to $80 million related to the Caper Wind-Down, primarily in the fourth quarter of 2026. We expect $30 million to $50 million of these charges to result in future cash expenditures. These estimates are subject to a number of assumptions, and actual amounts and timing may differ materially.
Current report
Proposed Merger with DoorDash
Current report
On October 28, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DoorDash, Inc. (“DoorDash”) and Ibiza Merger Sub, Inc., a wholly owned subsidiary of DoorDash (“Merger Sub”), pursuant to which Merger Sub will merge with and into Maplebear Inc., with Maplebear Inc. surviving as a wholly owned subsidiary of DoorDash (the “Merger”). At the effective time of the Merger, each outstanding share of our common stock (other than excluded shares and shares for which appraisal rights are properly demanded and perfected, as described in the Merger Agreement) will be converted into the right to receive, at the holder’s election and without interest, $65.00 in cash, 0.3372 shares of DoorDash Class A common stock, or $48.75 in cash plus 0.0843 shares of DoorDash Class A common stock. Stock elections are subject to proration, with any stock-election shares exceeding the applicable maximum receiving cash consideration on a pro rata basis. Shares for which no valid election is made will receive the cash consideration. DoorDash may elect to issue Class C common stock instead of Class A common stock, subject to conditions in the Merger Agreement. If DoorDash makes that election and the applicable five-trading-day volume-weighted average trading price of its Class C common stock is less than that of its Class A common stock, the exchange ratios applicable to the Class C common stock will be adjusted upward so that holders receive the same value as they would have received in Class A common stock, subject to, and in accordance with, the terms of the Merger Agreement. The Merger is expected to close at the end of 2027 or in the first half of 2028, subject to stockholder and regulatory approvals and other conditions set forth in the Merger Agreement. Until the effective time of the Merger, we will continue to operate as an independent company. Refer to Note 17 — Subsequent Events for additional details regarding the Merger.
Current report
The proposed Merger is subject to a number of risks and uncertainties, and there is no assurance that it will close on the timing anticipated or at all. See “Risk Factors—Risks Related to our Proposed Merger with DoorDash” in Part II, Item 1A.
Current report
The increase in sales and marketing expense during the first nine months of 2026, compared to the same period of 2025, was primarily due to an increase of $36 million in marketing costs, primarily from increased paid marketing, and a net increase of $22 million in total compensation costs.
Current report
The increase in general and administrative expense during the third quarter of 2026, compared to the same period of 2025, was primarily due to a net increase of $19 million in total compensation costs primarily driven by the reversal of previously recognized stock-based compensation expense of $17 million related to the departure of the former chief executive officer in the third quarter of 2025.
Current report
•excludes certain transaction-related expenses; and
Current report
•excludes certain other items not indicative of our ongoing operating performance.
Current report
(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, and therefore are distinct from normal, recurring legal and regulatory matters and related expenses incurred in our ongoing operating performance.
Current report
(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, and therefore are distinct from normal, recurring legal and regulatory matters and related expenses incurred in our ongoing operating performance.
Current report
(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, and therefore are distinct from normal, recurring legal and regulatory matters and related expenses incurred in our ongoing operating performance.
Current report
Pursuant to the Merger Agreement, we agreed that, until the earlier of the completion of the Merger and the termination of the Merger Agreement, we will not repurchase, redeem, or otherwise acquire shares of our common stock without DoorDash’s consent, subject to certain exceptions. As a result, we do not expect to make any repurchases of our common stock under our share repurchase program while the Merger Agreement is in effect. Refer to Note 17 — Subsequent Events for additional information on the Merger Agreement.
Current report
If the Merger Agreement with DoorDash is terminated under certain circumstances specified in the Merger Agreement, including termination by us to accept a superior proposal or termination by DoorDash following an adverse recommendation change by our board of directors, we would be required to pay DoorDash a termination fee of $650 million. Refer to Note 17 — Subsequent Events for additional information on the Merger Agreement.
Removed paragraphs (2)
Previous report
•excludes acquisition-related expenses; and
Previous report
•excludes restructuring charges.
Reworded paragraphs (44)
Previous wording
Our business, financial condition, customer acquisition and retention, and key business metrics, including GTV and orders, may be impacted by macroeconomic trends affecting our markets and industry and consumer shopping habits, such as inflation and interest rate fluctuations, the effects of supply chain challenges, the impact of trade policies enacted or proposed by the United States, such as tariffs or other trade restrictions, and uncertainty related thereto, geopolitical conflicts, regulatory changes, uncertainty regarding an economic recession and its impact on consumer behavior, and the effects of severe weather patterns.
Current wording
Our business, financial condition, customer acquisition and retention, and key business metrics, including GTV and orders, may be impacted by macroeconomic trends affecting our markets and industry and consumer shopping habits, such as inflation and interest rate fluctuations, the effects of supply chain challenges, the impact of trade policies enacted or proposed by the United States, such as tariffs or other trade restrictions, and uncertainty related thereto, geopolitical conflicts, regulatory changes, regulatory scrutiny, uncertainty regarding an economic recession and its impact on consumer behavior, and the effects of severe weather patterns.
Previous wording
In the second quarter of 2026, GTV increased to $10,351 million, or 14% growth, compared to the same period of 2025, primarily driven by the increase in orders and higher average order value.
Current wording
In the third quarter of 2026, GTV increased to $10,528 million, or 15% growth, compared to the same period of 2025, primarily driven by the increase in orders and higher average order value.
Previous wording
In the second quarter of 2026, orders increased to 90.3 million, or 9% growth, compared to the same period of 2025, driven primarily by new customers and increased engagement of existing customers.
Current wording
In the third quarter of 2026, orders increased to 91.4 million, or 10% growth, compared to the same period of 2025, driven primarily by new customers and increased engagement of existing customers.
Previous wording
In the second quarter of 2026, gross profit increased to$751 million, or 11% growth, compared to the same period of 2025, primarily driven by the increase in total revenue. Gross margin decreased by 2% to 72% in the second quarter of 2026, compared to the same period of 2025, primarily due to cost of revenue growing faster than revenue.
Current wording
In the third quarter of 2026, gross profit increased to$786 million, or 14% growth, compared to the same period of 2025, primarily driven by the increase in total revenue. Gross margin decreased from 74% to 72% in the third quarter of 2026, compared to the same period of 2025, primarily due to cost of revenue growing faster than revenue.
Previous wording
We define Adjusted EBITDA as net income (loss), adjusted to exclude (i) provision for (benefit from) income taxes, (ii) interest income, (iii) other (income) expense, net, (iv) depreciation and amortization expense, (v) stock-based compensation expense, (vi) payroll taxes related to stock-based compensation, (vii) certain legal and regulatory accruals and settlements, net, (viii) reserves for sales and other indirect taxes, net, (ix) acquisition-related expenses, and (x) restructuring charges. We define Adjusted EBITDA margin as Adjusted EBITDA as a percent of revenue. For more information about how we use these non-GAAP financial measures in our business, the limitations of these measures, and reconciliations of these measures to the most directly comparable GAAP financial measures, see the section titled “—Non-GAAP Financial Measures.”
Current wording
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 revenue. For more information about how we use these non-GAAP financial measures in our business, the limitations of these measures, and reconciliations of these measures to the most directly comparable GAAP financial measures, see the section titled “—Non-GAAP Financial Measures.”
Previous wording
In the second quarter of 2026, Adjusted EBITDA increased to $313 million, or 19% growth, compared to the same period of 2025, primarily driven by a combination of strong GTV growth, higher advertising and other revenue, and operating leverage. Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin can vary significantly as we continue to make substantial investments to fuel our growth and scale our business.
Current wording
In the third quarter of 2026, Adjusted EBITDA increased to $342 million, or 23% growth, compared to the same period of 2025, primarily driven by a combination of strong GTV growth, higher advertising and other revenue, and operating leverage. Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin can vary significantly as we continue to make substantial investments to fuel our growth and scale our business.
Previous wording
In the second quarter of 2026, free cash flow increased to $480 million, or 156%, compared to the same period of 2025, primarily due to a large accounts receivable balance collected in the second quarter of 2026 compared to higher accounts receivable balances outstanding in the second quarter of 2025.
Current wording
In the third quarter of 2026, free cash flow increased to $307 million, or 13%, compared to the same period of 2025, primarily due to favorable changes in accrued liabilities and prepaid expenses and other assets, partially offset by higher accounts receivable outstanding in the third quarter of 2026.
Previous wording
The provision for (benefit from) income taxes consists primarily of income taxes in certain federal, state, local, and foreign jurisdictions in which we conduct business. Our provision for (benefit from) income taxes differs from the United States (“U.S.”) federal statutory income tax rate primarily due to the tax effects of stock-based compensation recognized, federal and California research and development credits generated, and the income taxes generated in U.S. states and foreign jurisdictions. Our future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income.
Current wording
The provision for (benefit from) income taxes consists primarily of income taxes in certain federal, state, local, and foreign jurisdictions in which we conduct business. Our provision for (benefit from) income taxes differs from the United States (“U.S.”) federal statutory income tax rate primarily due to the tax effects of stock-based compensation recognized, federal research and development credits generated, and the income taxes generated in U.S. states and foreign jurisdictions. Our future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2025 and 2026
Current wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2026
Previous wording
The increase in transaction revenue during the second quarter of 2026, compared to the same period of 2025, was primarily driven by growth in GTV, which grew 14%, increased fulfillment efficiencies, and lower consumer incentives, partially offset by lower payment revenue.
Current wording
The increase in transaction revenue during the third quarter of 2026, compared to the same period of 2025, was primarily driven by growth in GTV, which grew 15%, increased fulfillment efficiencies, and lower consumer incentives, partially offset by lower payment revenue.
Previous wording
The increase in transaction revenue during the first six months of 2026, compared to the same period of 2025, was primarily driven by growth in GTV, which grew 13%, and increased fulfillment efficiencies, partially offset by lower payment revenue.
Current wording
The increase in transaction revenue during the first nine months of 2026, compared to the same period of 2025, was primarily driven by growth in GTV, which grew 14%, increased fulfillment efficiencies, and lower consumer incentives, partially offset by lower payment revenue.
Previous wording
The increase in advertising and other revenue during the second quarter of 2026, compared to the same period of 2025, was primarily driven by interrelated factors including an increase in advertising volume, activity on our platform, and strength from emerging and mid-size brand partners. Advertising and other investment rate increased by 6 basis points to 2.9% during the second quarter of 2026, compared to the same period of 2025, as advertising and other revenue grew faster than GTV.
Current wording
The increase in advertising and other revenue during the third quarter of 2026, compared to the same period of 2025, was primarily driven by interrelated factors, including an increase in advertising volume, activity on our platform, and broad-based strength across large, mid-size, and emerging brand partners. Advertising and other investment rate increased by 21 basis points to 3.1% during the third quarter of 2026, compared to the same period of 2025, as advertising and other revenue grew faster than GTV.
Previous wording
The increase in advertising and other revenue during the first six months of 2026, compared to the same period of 2025, was primarily driven by an increase in advertising volume, activity on our platform, and strength from emerging and mid-size brand partners. Advertising and other investment rate increased by 7 basis points to 2.8% during the first six months of 2026, compared to the same period of 2025, as advertising and other revenue grew faster than GTV.
Current wording
The increase in advertising and other revenue during the first nine months of 2026, compared to the same period of 2025, was primarily driven by interrelated factors, including an increase in advertising volume, activity on our platform, and broad-based strength across large, mid-size, and emerging brand partners. Advertising and other investment rate increased by 12 basis points to 2.9% during the first nine months of 2026, compared to the same period of 2025, as advertising and other revenue grew faster than GTV.
Previous wording
The increase in cost of revenue during the second quarter of 2026, compared to the same period of 2025, was primarily due to an increase of $21 million in credit card processing fees, an increase of $11 million in depreciation and amortization expense, primarily related to capitalized internal-use software, and an increase of $10 million in payments to publishers.
Current wording
The increase in cost of revenue during the third quarter of 2026, compared to the same period of 2025, was primarily due to an increase of $24 million in credit card processing fees, an increase of $15 million in payments to publishers, and an increase of $9 million in depreciation and amortization expense, primarily related to capitalized internal-use software.
Previous wording
The increase in cost of revenue during the first six months of 2026, compared to the same period of 2025, was primarily due to an increase of $37 million in credit card processing fees, an increase of $23 million in payments to publishers, and an increase of $21 million in depreciation and amortization expense, primarily related to capitalized internal-use software.
Current wording
The increase in cost of revenue during the first nine months of 2026, compared to the same period of 2025, was primarily due to an increase of $61 million in credit card processing fees, an increase of $38 million in payments to publishers, and an increase of $30 million in depreciation and amortization expense, primarily related to capitalized internal-use software.
Previous wording
The increase in gross profit during the three and six months ended June 30, 2026, compared to the same period of 2025, was primarily driven by the increase in total revenue due to the factors described above. The decrease in gross margin during the three and six months ended June 30, 2026, compared to the same period of 2025, was primarily due to cost of revenue growing faster than revenue.
Current wording
The increase in gross profit during the three and nine months ended September 30, 2026, compared to the same periods of 2025, was primarily driven by the increase in total revenue due to the factors described above. The decrease in gross margin during the three and nine months ended September 30, 2026, compared to the same period of 2025, was primarily due to cost of revenue growing faster than revenue.
Previous wording
The increase in operations and support expense during the three and six months ended June 30, 2026, compared to the same period of 2025, was immaterial.
Current wording
The increase in operations and support expense during the three and nine months ended September 30, 2026, compared to the same periods of 2025, was immaterial.
Previous wording
The decrease in general and administrative expense during the second quarter of 2026, compared to the same period of 2025, was primarily due to a decrease of $18 million in accruals for legal matters and sales and indirect taxes, partially offset by a net increase of $5 million in total compensation costs driven by an increase in stock-based compensation expense.
Current wording
The increase in research and development expense during the third quarter of 2026, compared to the same period of 2025, was primarily due to a net increase of $18 million in total compensation costs.
Previous wording
The increase in research and development expense during the first six months of 2026, compared to the same period of 2025, was primarily due to an increase of $42 million in total compensation costs driven by a net increase in stock-based compensation expense, reflecting the year-over-year impact of shifting our first quarterly vesting date for our annual equity refresh grants from August to May.
Current wording
The increase in research and development expense during the first nine months of 2026, compared to the same period of 2025, was primarily due to an increase of $60 million in total compensation costs driven by a net increase in stock-based compensation expense, reflecting the year-over-year impact of shifting our first quarterly vesting date for our annual equity refresh grants from August to May.
Previous wording
The increase in sales and marketing expense during the three and six months ended June 30, 2026, compared to the same period of 2025, was immaterial.
Current wording
The increase in sales and marketing expense during the third quarter of 2026, compared to the same period of 2025, was primarily due to an increase of $24 million in marketing costs, primarily from increased paid marketing, and a net increase of $15 million in total compensation costs.
Previous wording
The decrease in general and administrative expense during the first six months of 2026, compared to the same period of 2025, was primarily due to a net decrease of $64 million in accruals for legal matters and sales and indirect taxes, partially offset by a net increase of $10 million in total compensation costs driven by an increase in stock-based compensation expense.
Current wording
The decrease in general and administrative expense during the first nine months of 2026, compared to the same period of 2025, was primarily due to a net decrease of $55 million in accruals for legal matters and sales and indirect taxes, partially offset by a net increase of $29 million in total compensation costs primarily driven by the reversal of previously recognized stock-based compensation expense of $17 million related to the departure of the former chief executive officer in the third quarter of 2025.
Previous wording
The decrease in interest income during the first six months of 2026, compared to the same period of 2025, was primarily due to lower interest rates and a reduction in the average balance of our cash, cash equivalents, and marketable securities.
Current wording
The decrease in interest income during the three and nine months ended September 30, 2026, compared to the same periods of 2025, was primarily due to a reduction in the average balance of our cash equivalents and lower interest rates.
Previous wording
The increase in the provision for income taxes during the three and six months ended June 30, 2026, compared to the same period of 2025, was due to an increase in pre-tax book income, fewer U.S. research and development credits generated, and lower tax deductible stock-based compensation expense.
Current wording
The increase in the provision for income taxes during the nine months ended September 30, 2026, compared to the same period of 2025, was due to an increase in pre-tax book income, lower tax deductible stock-based compensation expense, and fewer U.S. research and development credits generated.
Previous wording
We define Adjusted EBITDA as net income (loss), adjusted to exclude (i) provision for (benefit from) income taxes, (ii) interest income, (iii) other (income) expense, net, (iv) depreciation and amortization expense, (v) stock-based compensation expense, (vi) payroll taxes related to stock-based compensation, (vii) certain legal and regulatory accruals and settlements, net, (viii) reserves for sales and other indirect taxes, net, (ix) acquisition-related expenses, and (x) restructuring charges. We define Adjusted EBITDA margin as Adjusted EBITDA as a percent of revenue.
Current wording
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 revenue.
Previous wording
•does not reflect other income or expense that includes unrealized and realized gains and losses on foreign currency exchange; and
Current wording
•does not reflect other income or expense that includes unrealized and realized gains and losses on foreign currency exchange;
Previous wording
•does not reflect the positive or adverse adjustments related to the reserve for sales and other indirect taxes or certain legal and regulatory accruals and settlements, net;
Current wording
•does not reflect the positive or adverse adjustments related to the reserve for sales and other indirect taxes or certain legal and regulatory reserve changes and settlements;
Previous wording
The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP:
Current wording
The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated in accordance with GAAP:
Previous wording
We define adjusted cost of revenue as cost of revenue excluding depreciation and amortization expense and stock-based compensation expense. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature.
Current wording
We define adjusted cost of revenue as cost of revenue excluding depreciation and amortization expense, stock-based compensation expense, and certain other items not indicative of our ongoing operating performance. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature. We exclude certain other items as they are not indicative of our ongoing operating performance.
Previous wording
We define adjusted operations and support expense as operations and support expense excluding depreciation and amortization expense, stock-based compensation expense, payroll taxes related to stock-based compensation, and restructuring charges. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature. We exclude payroll taxes related to the vesting and settlement of certain equity awards and restructuring charges as they are not indicative of our operating performance.
Current wording
We define adjusted operations and support expense as operations and support expense excluding depreciation and amortization expense, stock-based compensation expense, payroll taxes related to stock-based compensation, and certain other items not indicative of our ongoing operating performance. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature. We exclude payroll taxes related to the vesting and settlement of certain equity awards and certain other items as they are not indicative of our ongoing operating performance.
Previous wording
We define adjusted research and development expense as research and development expense excluding depreciation and amortization expense, stock-based compensation expense, payroll taxes related to stock-based compensation, and restructuring charges. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature and we exclude payroll taxes related to the vesting and settlement of certain equity awards and restructuring charges as they are not indicative of our operating performance.
Current wording
We define adjusted research and development expense as research and development expense excluding depreciation and amortization expense, stock-based compensation expense, payroll taxes related to stock-based compensation, and certain other items not indicative of our ongoing operating performance. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature and we exclude payroll taxes related to the vesting and settlement of certain equity awards and certain other items as they are not indicative of our ongoing operating performance.
Previous wording
We define adjusted sales and marketing expense as sales and marketing expense excluding depreciation and amortization expense, stock-based compensation expense, payroll taxes related to stock-based compensation, acquisition-related expenses, and restructuring charges. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature and we exclude payroll taxes related to the vesting and settlement of certain equity awards, acquisition-related expenses, and restructuring charges as they are not indicative of our operating performance.
Current wording
We define adjusted sales and marketing expense as sales and marketing expense excluding depreciation and amortization expense, stock-based compensation expense, payroll taxes related to stock-based compensation, certain transaction-related expenses, and certain other items not indicative of our ongoing operating performance. We exclude depreciation and amortization expense and stock-based compensation expense as they are non-cash in nature and we exclude payroll taxes related to the vesting and settlement of certain equity awards, certain transaction-related expenses, and certain other items as they are not indicative of our ongoing operating performance.
Previous wording
We define adjusted general and administrative expense as general and administrative expense excluding depreciation and amortization expense; stock-based compensation expense; payroll taxes related to stock-based compensation; certain legal and regulatory accruals and settlements, net; reserves for sales and other indirect taxes, net; acquisition-related expenses; and restructuring charges. We exclude depreciation and amortization expense and stock-based compensation expense as these are non-cash in nature. We exclude payroll taxes related to the vesting and settlement of certain equity awards; certain legal and regulatory accruals and settlements, net; reserves for sales and other indirect taxes, net; acquisition-related expenses; and restructuring charges as they are not indicative of our operating performance.
Current wording
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; certain transaction-related expenses; and certain other items not indicative of our ongoing operating performance. We exclude depreciation and amortization expense and stock-based compensation expense as these are non-cash in nature. We exclude payroll taxes related to the vesting and settlement of certain equity awards; certain legal and regulatory reserve changes and settlements; reserves for sales and other indirect taxes, net; certain transaction-related expenses; and certain other items as they are not indicative of our ongoing operating performance.
Previous wording
We define adjusted total operating expenses as the sum of adjusted operations and support expense, adjusted research and development expense, adjusted sales and marketing expense, and adjusted general and administrative expense. We exclude depreciation and amortization expense and stock-based compensation expense as these are non-cash in nature. We exclude payroll taxes related to the vesting and settlement of certain equity awards; certain legal and regulatory accruals and settlements, net; reserves for sales and other indirect taxes, net; acquisition-related expenses; and restructuring charges as these are not indicative of our operating performance.
Current wording
We define adjusted total operating expenses as the sum of adjusted operations and support expense, adjusted research and development expense, adjusted sales and marketing expense, and adjusted general and administrative expense. We exclude depreciation and amortization expense and stock-based compensation expense as these are non-cash in nature. We exclude payroll taxes related to the vesting and settlement of certain equity awards; certain legal and regulatory reserve changes and settlements; reserves for sales and other indirect taxes, net; certain transaction-related expenses; and certain other items as they are not indicative of our ongoing operating performance.
Previous wording
We finance our operations primarily through fees received from retailers, customers, and brands. As of June 30, 2026, we had cash and cash equivalents of $757 million and marketable securities of $128 million, which were primarily held for working capital purposes.
Current wording
We finance our operations primarily through fees received from retailers, customers, and brands. As of September 30, 2026, we had cash and cash equivalents of $830 million and marketable securities of $105 million, which were primarily held for working capital purposes.
Previous wording
Although we have generated profit in recent periods, including net income of $256 million for the six months ended June 30, 2026, we have historically experienced significant net losses as reflected in our accumulated deficit of $5.0 billion as of June 30, 2026. While we generated positive cash flows from operating activities for the years ended December 31, 2024 and 2025 and for the six months ended June 30, 2026, our future cash flows from operating activities may fluctuate as a result of investments we continue to make across our organization. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.
Current wording
Although we have generated profit in recent periods, including net income of $403 million for the nine months ended September 30, 2026, we have historically experienced significant net losses as reflected in our accumulated deficit of $5.0 billion as of September 30, 2026. While we generated positive cash flows from operating activities for the years ended December 31, 2024 and 2025 and for the nine months ended September 30, 2026, our future cash flows from operating activities may fluctuate as a result of investments we continue to make across our organization. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.
Previous wording
Our working capital and operating cash flows fluctuated and continue to fluctuate significantly from period to period as a result of new initiatives, the timing of payments made to and/or received from retailers, shoppers, and vendors, and certain transaction types, such as those involving EBT SNAP and alcohol sales, which have a more significant impact on our working capital and operating cash flow due to the variability, magnitude, and timing of retailer reimbursements. Additionally, we make substantial weekly payments to shoppers on Tuesdays and Sundays for services delivered on Instacart and, therefore, we expect our reported cash and cash flows from operating activities to be impacted based on the day of the week of each reporting period. Furthermore, due to the timing of funding to a certain payment card issuer, we may experience an increase in short-term liabilities based on the day of the week of the last day of each reporting period.
Current wording
Our working capital and operating cash flows fluctuated and continue to fluctuate significantly from period to period as a result of new initiatives, the timing of payments made to and/or received from retailers, shoppers, and vendors, and certain transaction types, such as those involving EBT SNAP and alcohol sales, which have a more significant impact on our working capital and operating cash flow due to the variability, magnitude, and timing of retailer reimbursements. Additionally, we make substantial weekly payments to shoppers on Tuesdays and Sundays for services delivered on Instacart and, therefore, we expect our reported cash and cash flows from operating activities to be impacted based on the day of the week of each reporting period. Furthermore, due to the timing of funding to a certain payment card issuer, we may experience an increase in short-term liabilities based on the day of the week of the last day of each reporting period. Additionally, if the Merger Agreement with DoorDash is terminated under certain circumstances specified in the Merger Agreement, including termination by us to accept a superior proposal or termination by DoorDash following an adverse recommendation change by our board of directors, we would be required to pay DoorDash a termination fee of $650 million. If the Merger Agreement with DoorDash is terminated under specified regulatory-related circumstances, DoorDash would be required to pay us $1.25 billion. Refer to Note 17 — Subsequent Events for additional information on the Merger Agreement.
Previous wording
For the six months ended June 30, 2026, we repurchased and immediately retired 17 million shares of our common stock for an aggregate amount of $728 million, including broker commissions, fees, and excise taxes, under this share repurchase program, which included shares repurchased under the ASR Agreement as described below.
Current wording
For the nine months ended September 30, 2026, we repurchased and immediately retired 22 million shares of our common stock for an aggregate amount of $959 million, including broker commissions, fees, and excise taxes, under this share repurchase program, which included shares repurchased under the ASR Agreement as described below.
Previous wording
For the six months ended June 30, 2026, net cash provided by operating activities was $762 million, which consisted ofnet income of $256 million, adjustments for certain non-cash items of $367 million and net cash inflows from changes in operating assets and liabilities of $139 million. Adjustments for certain non-cash items were primarily driven by stock-based compensation expense of$221 million and a decrease in deferred income taxes of$67 million. The year-over-year increase in cash provided by operating activities was primarily driven by fluctuations in working capital from general business impacts including (i) the timing of customer collections, including the settlement of large accounts receivable balances, and the impact of offering mix on invoiced amounts; (ii) the timing of customer, vendor, and other third-party payments and accruals including legal and regulatory matters, sales and indirect taxes, and insurance; (iii) the timing of spend and usage of software subscriptions for hosting arrangements; and (iv) the overall growth of our business. Regulatory settlements of $60 million, previously accrued as of December 31, 2025, were paid with cash on hand in January 2026 and is reflected in the operating asset and liability changes noted above.
Current wording
For the nine months ended September 30, 2026, net cash provided by operating activities was $1,085 million, which consisted ofnet income of $403 million, adjustments for certain non-cash items of $557 million and net cash inflows from changes in operating assets and liabilities of $126 million. Adjustments for certain non-cash items were primarily driven by stock-based compensation expense of$341 million and a decrease in deferred income taxes of$99 million. The year-over-year increase in cash provided by operating activities was primarily driven by fluctuations in working capital from general business impacts including (i) the timing of customer collections, including the settlement of large accounts receivable balances, and the impact of offering mix on invoiced amounts; (ii) the timing of customer, vendor, and other third-party payments and accruals including legal and regulatory matters, sales and indirect taxes, and insurance; and (iii) the overall growth of our business. Regulatory settlements of $60 million, previously accrued as of December 31, 2025, were paid with cash on hand in January 2026 and were reflected in the operating asset and liability changes noted above.
Previous wording
For the six months ended June 30, 2025, net cash provided by operating activities was $501 million, which consisted of net income of $222 million, adjusted for certain non-cash items of $232 million, primarily driven by stock-based compensation expense of $172 million and by net cash inflows from changes in operating assets and liabilities of $47 million. The year-over-year increase in net changes in operating assets and liabilities, which impacted cash provided by operating activities, from a net cash inflow of $349 million to $501 million, was primarily driven by fluctuations in working capital from general business impacts such as (i) the timing of customer collections due to the collection of a large accounts receivable balance from a retailer and the mix of transaction types, such as those involving EBT SNAP and alcohol sales, which result in longer and uneven collection cycles; (ii) the timing of customer, vendor, and other third party payments and accruals; (iii) the timing of spend and usage of software subscriptions for hosting arrangements, and (iv) the overall growth of our business.
Current wording
For the nine months ended September 30, 2025, net cash provided by operating activities was $788 million, which consisted of net income of $366 million, adjustments for certain non-cash items of $420 million, and immaterial net cash inflows from changes in operating assets and liabilities. Adjustments for certain non-cash items were primarily driven by stock-based compensation expense of $253 million, which increased slightly from the nine months ended September 30, 2024. Fluctuations in operating assets and liabilities were driven by general business impacts including (i) the timing of customer collections due to the collection of a large accounts receivable balance from a retailer and the mix of transaction types, such as those involving EBT SNAP and alcohol sales, which result in longer and uneven collection cycles; (ii) the timing of customer, vendor, and other third party payments and accruals; (iii) the timing of spend and usage of software subscriptions for hosting arrangements, and (iv) the overall growth of our business.
Previous wording
For the six months ended June 30, 2026, net cash used in investing activities was $56 million, comprised primarily of acquisitions of businesses, net of cash acquired, of $29 million and purchases of property and equipment, including capitalized internal-use software, of $29 million.
Current wording
For the nine months ended September 30, 2026, net cash used in investing activities was $89 million, comprised primarily of acquisitions of businesses, net of cash acquired, of $58 million and purchases of property and equipment, including capitalized internal-use software, of $46 million, partially offset by maturities of marketable securities of $42 million.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The decrease in the provision for income taxes during the three months ended September 30, 2026, compared to the same period of 2025, was immaterial.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The increase in research and development expense during the second quarter of 2026, compared to the same period in 2025, was primarily due to an increase of $29 million in total compensation costs driven by a net increase in stock-based compensation expense, reflecting the year-over-year impact of shifting our first quarterly vesting date for our annual equity refresh grants from August to May.
Previous report — wording carried elsewhere
The decrease in interest income during the second quarter of 2026, compared to the same period of 2025, was immaterial.