Maplebear issues 5.83M shares in stock conversion
The newly issued common shares are subject to a 35-day transfer restriction, and the Series A designation was subsequently eliminated.
Rhea-AI Filing Summary
Maplebear Inc. (CART) issued 5,833,333 shares of Common Stock after the holder converted all 5,833,333 of its Series A Convertible Preferred Stock shares on September 21, 2026. The new common shares may not be transferred or otherwise disposed of for 35 days after issuance. No Series A Preferred Stock remained outstanding following the conversion.
The common-stock issuance was exempt from registration under Section 3(a)(9), as an exchange with an existing security holder for which no commission or other remuneration was paid. On September 24, 2026, Maplebear filed a Certificate of Elimination removing the provisions for the Series A designation; the shares previously designated as Series A Preferred Stock returned to authorized but undesignated preferred shares.
Positive
- None.
Negative
- None.
Filing Explained
The completed exchange issued 5,833,333 common shares for the Series A shares; this increases Maplebear’s common share count and reduces existing holders’ percentage ownership, absent offsetting changes.
8-K Event Classification
3 items: 3.02, 5.03, 9.01
3 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Series A Convertible Preferred Stock converted: 5,833,333 shares
Common Stock issued: 5,833,333 shares
Transfer restriction: 35 days
3 metrics
Series A Convertible Preferred Stock converted
5,833,333 shares
Holder’s conversion on September 21, 2026
Common Stock issued
5,833,333 shares
Issued upon conversion on September 21, 2026
Transfer restriction
35 days
After issuance of the Common Stock
Key Terms
Certificate of Elimination, Certificate of Designation, Section 3(a)(9), authorized but undesignated shares
4 terms
Certificate of Elimination regulatory
"filed a Certificate of Elimination"
An official document issued by a public health or regulatory authority stating that a particular disease, contaminant, or hazard has been removed or is no longer present at detectable levels within a defined area or system. For investors, it signals a reduced regulatory risk and potential reopening of economic activity—like a clearance certificate that lets a business or region return to normal operations, which can affect demand, costs, and market confidence.
Certificate of Designation regulatory
"all provisions of the Certificate of Designation"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
Section 3(a)(9) regulatory
"exempt from registration under Section 3(a)(9)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to CART’s Series A Preferred Stock?
Following the conversion, no shares of Series A Preferred Stock remained outstanding. On September 24, 2026, Maplebear filed a Certificate of Elimination removing the provisions governing the Series A designation; the shares previously designated as Series A Preferred Stock returned to authorized but undesignated preferred shares.
Why was the CART common-stock issuance exempt from registration?
The issuance was exempt under Section 3(a)(9) because the Series A Preferred Stock was exchanged for Common Stock by an existing security holder and no commission or other remuneration was paid.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 | Certificate of Elimination of Series A Convertible Preferred Stock. | ||||
| 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 | ||||||||