STOCK TITAN

Instacart (NASDAQ: CART) posts Q1 growth, expands $3.5B buyback

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Maplebear Inc. (Instacart) entered an unsecured revolving credit agreement providing a $500 million multicurrency facility maturing April 30, 2031, with no amounts drawn at closing and a total net leverage covenant of no more than 4.50x, subject to a temporary step-up after material acquisitions.

The board also increased the share repurchase authorization to $3.5 billion, up from $2.5 billion, with about $323 million remaining under the prior program as of March 31, 2026, and no expiration date. In Q1 2026, GTV reached $10,288 million (up 13%), total revenue was $1,019 million (up 14%), GAAP net income was $144 million (up 36%), and Adjusted EBITDA was $300 million (up 23%), with free cash flow of $253 million.

Positive

  • Strong Q1 growth and profitability: GTV of $10,288 million and revenue of $1,019 million grew 13% and 14% year-over-year, while GAAP net income rose 36% to $144 million and Adjusted EBITDA increased 23% to $300 million, showing scaling profitability.
  • Larger capital return program: The board increased the common stock repurchase authorization to $3.5 billion from $2.5 billion, after repurchasing $349 million of shares in Q1 2026 and with $323 million capacity remaining under the prior program as of March 31, 2026.
  • Enhanced liquidity through new revolver: A new unsecured $500 million revolving credit facility maturing April 30, 2031, with no amounts drawn at closing and leverage-based pricing, adds committed liquidity without immediate balance sheet leverage.

Negative

  • None.

Insights

Instacart delivered double-digit growth, added a $500M revolver, and expanded its buyback.

Instacart posted Q1 2026 GTV of $10,288 million and revenue of $1,019 million, up 13% and 14% year-over-year. GAAP net income grew 36% to $144 million, while Adjusted EBITDA rose 23% to $300 million, improving profitability on a larger base.

The company entered a new unsecured revolving credit facility of $500 million maturing on April 30, 2031, with pricing tied to a net leverage-based grid and no initial drawings. This provides additional financial flexibility alongside quarter-end cash and similar assets of about $880 million.

The board increased its share repurchase authorization to $3.5 billion, from $2.5 billion, with approximately $323 million capacity remaining under the prior program as of March 31, 2026. In Q1, the company repurchased $349 million of stock while generating free cash flow of $253 million, indicating active capital returns alongside continued investment in growth initiatives.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 GTV $10,288 million Gross Transaction Value, up 13% year-over-year
Q1 2026 revenue $1,019 million Total revenue, up 14% year-over-year
Q1 2026 GAAP net income $144 million Net income, up 36% year-over-year
Q1 2026 Adjusted EBITDA $300 million Adjusted EBITDA, up 23% year-over-year
Free cash flow Q1 2026 $253 million Net cash from operating activities minus capex
Share repurchase authorization $3.5 billion Total common stock buyback capacity approved by board
Remaining old buyback capacity $323 million Capacity under existing program as of March 31, 2026
Revolving credit facility size $500 million Unsecured revolving credit line maturing April 30, 2031
revolving credit facility financial
"The Credit Agreement provides a revolving credit facility in an aggregate principal amount of $500 million"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Gross Transaction Value (GTV) financial
"GTV of $10,288 million, up 13% year-over-year"
Adjusted EBITDA financial
"Adjusted EBITDA of $300 million, up 23% year-over-year"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
share repurchase program financial
"authorizing the purchase of up to an aggregate of $3.5 billion of the Company’s common stock (the “Common Stock” and such program, the “Share Repurchase Program”)"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
total net leverage ratio financial
"the Company maintain a total net leverage ratio no greater than 4.50 to 1.00, tested quarterly"
Total net leverage ratio measures how much a company owes after using its cash, compared with the cash it generates in a year; it is usually calculated by subtracting cash from total debt and dividing that net debt by annual operating cash flow or earnings. Investors use it like a debt-to-income check for a household — a higher number means the company may struggle to cover obligations and is riskier, while a lower number suggests more cushion and financial flexibility.
non-GAAP financial measures financial
"Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA as a percent of GTV, and free cash flow are non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Revenue $1,019 million +14% YoY
GAAP net income $144 million +36% YoY
Adjusted EBITDA $300 million +23% YoY
GTV $10,288 million +13% YoY
Guidance

For Q2 2026, Instacart expects GTV of $10,100–$10,250 million (11%–13% YoY growth) and Adjusted EBITDA of $290–$300 million (11%–15% YoY growth), and remains committed to fiscal 2026 Adjusted EBITDA growth outpacing GTV growth.

8-K50 Beale StreetSuite 600San FranciscoCalifornia94105888246-7822FALSE000157909100015790912026-05-012026-05-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): May 1, 2026
instacart.jpg
MAPLEBEAR INC.
(Exact name of registrant as specified in its charter)
Delaware001-4180546-0723335
(State or other jurisdiction of
incorporation)
(Commission File Number)(IRS Employer
Identification No.)
50 Beale Street, Suite 600
San Francisco, California 94105
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareCARTNasdaq Global Select Market
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 1.01 Entry into a Material Definitive Agreement.
On May 1, 2026, Maplebear Inc. (the “Company”) entered into a revolving credit agreement, among the Company, the lenders party thereto, the issuing banks party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Credit Agreement”). The Credit Agreement provides a revolving credit facility in an aggregate principal amount of $500 million, with an uncommitted incremental facility to increase the principal amount of the revolving credit facility by (i) up to the greater of (x) $1 billion and (y) 100% of consolidated adjusted EBITDA, plus (ii) an unlimited amount provided that the total gross leverage ratio of the Company would not exceed 4.00 to 1.00, subject to certain terms and conditions as set forth therein. Proceeds from any borrowings under the Credit Agreement may be used for working capital and general corporate purposes. At closing, no amounts were drawn under the Credit Agreement. The Credit Agreement is unsecured and is guaranteed by material domestic subsidiaries of the Company.
Loans under the Credit Agreement may be borrowed, repaid, and reborrowed from time to time until April 30, 2031 (the “Maturity Date”), at which time all amounts borrowed must be repaid. The Company may request, no more than two times during the term of the Credit Agreement, an extension of the Maturity Date for up to one year per extension. The Company may obtain loans denominated in U.S. Dollars, British Pounds, Canadian Dollars, Euros, or other currencies approved in accordance with the Credit Agreement.
Loans under the Credit Agreement will bear interest, at the Company’s election, at a rate equal to (i) for U.S. Dollar loans, Term SOFR plus an applicable margin, or the alternate base rate (determined in accordance with the Credit Agreement) plus an applicable margin; (ii) for Euro loans, the Adjusted EURIBO Rate plus an applicable margin; (iii) for Canadian Dollar loans, Term CORRA plus an applicable margin; or (iv) for British Pounds loans, the Adjusted Daily Simple RFR (SONIA) plus an applicable margin, and in each case, subject to a 0.00% floor. The applicable margin for Term SOFR loans ranges from 1.00% to 1.50% per annum, and for ABR loans ranges from 0.00% to 0.50% per annum, in each case depending on the Company’s total net leverage ratio of consolidated debt less unrestricted cash of up to $500 million to consolidated adjusted EBITDA, as measured on a quarterly basis. Upon the occurrence and during the continuance of certain events of default, overdue amounts may bear interest at the otherwise applicable rate plus 2.00% per annum.
The Company will pay the lenders a commitment fee of 0.10% per annum on the average daily unused amount of the revolving commitments, payable quarterly. The Credit Agreement also allows the Company to issue letters of credit up to an aggregate amount of $150 million, which reduce the amount the Company can borrow. The Company will also pay each issuing bank a fronting fee of 0.125% per annum on the average daily undrawn amount of letters of credit issued by such issuing bank, plus a letter of credit participation fee equal to the applicable Term SOFR margin on the average daily undrawn amount of all outstanding letters of credit.
The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Negative covenants include, among others, certain limitations on the incurrence of indebtedness, the creation of liens, fundamental changes, restricted payments, investments, and transactions with affiliates, in each case, subject to customary exceptions. In addition, the Credit Agreement requires that the Company maintain a total net leverage ratio no greater than 4.50 to 1.00, tested quarterly, subject to an increase to 5.50 to 1.00 for four consecutive fiscal quarters following a material acquisition, at the Company’s election, which may be exercised no more than three times during the term of the Credit Agreement. Events of default include, among others, failure to pay principal or interest when due, failure to comply with covenants, cross-default and cross-acceleration with respect to other indebtedness in excess of $150 million, certain bankruptcy and insolvency events, unsatisfied final judgments in excess of $150 million, change of control, and certain ERISA events. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the Credit Agreement and the termination of the revolving commitments. Bankruptcy and insolvency-related events of default would result in automatic acceleration and termination.
The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On May 6, 2026, the Company issued a press release announcing its financial results for the first quarter ended March 31, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On April 27, 2026, the Company’s Board of Directors (the “Board”) approved an increase to the Company’s previously announced share repurchase program, authorizing the purchase of up to an aggregate of $3.5 billion of the Company’s common stock (the “Common Stock” and such program, the “Share Repurchase Program”), up from the total of $2.5 billion previously authorized by the Board (the “Existing Share Repurchase Program”). Approximately $323 million of capacity was remaining under the Existing Share Repurchase Program as of March 31, 2026. The Share Repurchase Program has no expiration date. Repurchases under the Share Repurchase Program may be made from time to time through open market repurchases, accelerated share repurchase programs, privately negotiated transactions, or any other transactions in accordance with applicable federal securities laws, subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of Common Stock under this authorization. The Company is not obligated under the Share Repurchase Program to acquire any particular amount of Common Stock, and the Company may terminate or suspend the Share Repurchase Program at any time. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
Forward-Looking Statements
This Current Report on Form 8-K 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 potential repurchases under the Share Repurchase Program. 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. These forward-looking statements 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 the risks described from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. You should not rely on forward-looking statements as predictions of future events. The Company has based these forward-looking statements on information available to it as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
10.1
Revolving Credit Agreement among the Company, the lenders party thereto, the issuing banks party thereto, and Morgan Stanley Senior Funding, Inc., dated May 1, 2026.
99.1
Press Release, dated May 6, 2026.
104.1Cover 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: May 6, 2026
By:/s/ Emily Reuter
Emily Reuter
Chief Financial Officer


Exhibit 99.1

instacarta.jpg

Instacart Announces First Quarter 2026 Financial Results

GTV grew 13% year-over-year and total revenue grew 14% year-over-year

GAAP net income of $144 million, up 36% year-over-year; Adjusted EBITDA of $300 million, up 23% year-over-year


San Francisco - May 6, 2026 - Instacart (NASDAQ: CART) today released financial results for its first quarter ended March 31, 2026.

“Q1 was a milestone quarter — surpassing $10 billion in GTV and $1 billion in total revenue for the first time. These results prove that our strategy is working. We’re the leading grocery technology platform, delivering a best-in-class consumer experience, powering retailers across marketplace and enterprise, and operating a scaled ads ecosystem,” said Chris Rogers, CEO. “Each part of our platform is getting stronger — and they’re compounding together. That foundation positions us to invest in new initiatives like AI Solutions, international expansion, and in-store technologies that will help accelerate our growth over time.“

“We started the year with strong momentum, delivering a ninth consecutive quarter of double-digit GTV growth and our fastest advertising and other revenue growth since Q3 2023. We also continued to expand profitability year-over-year while generating meaningful free cash flow,” said Emily Reuter, CFO. “Our operating fundamentals are solid and give us the flexibility to reinvest to further accelerate growth, pursue strategic M&A, and opportunistically return capital through share repurchases as we focus on maximizing long-term shareholder value.”

First Quarter 2026 Financial Highlights
GTV of $10,288 million, up 13% year-over-year.
Orders of 91.2 million, up 10% year-over-year.
Total revenue of $1,019 million, up 14% year-over-year, representing 9.9% of GTV.
Transaction revenue of $733 million, up 13% year-over-year, representing 7.1% of GTV.
Advertising and other revenue of $286 million, up 16% year-over-year, representing 2.8% of GTV.
GAAP gross profit of $738 million, up 10% year-over-year, representing 7.2% of GTV and 72% of total revenue.
GAAP net income of $144 million, up 36% year-over-year, representing 1.4% of GTV and 14% of total revenue.
Adjusted EBITDA of $300 million, up 23% year-over-year, representing 2.9% of GTV and 29% of total revenue.
Delivered operating cash flow of $268 million and free cash flow of $253 million.
Repurchased $349 million in shares and ended the quarter with approximately $880 million in cash and similar assets.
1


Three Months Ended March 31,
20252026% Change
(in millions, except percentages)
GTV$9,122$10,28813 %
Orders83.291.210 %
Total revenue
$897$1,01914 %
GAAP gross profit
$671$73810 %
GAAP gross margin
75 %72 %
GAAP gross profit as a percent of GTV
7.4 %7.2 %
GAAP net income
$106$14436 %
GAAP net income as a percent of total revenue
12 %14 %
GAAP net income as a percent of GTV
1.2 %1.4 %
Adjusted EBITDA (1)
$244$30023 %
Adjusted EBITDA margin (1)
27 %29 %
Adjusted EBITDA as a percent of GTV (1)
2.7 %2.9 %
Net cash provided by operating activities$298$268(10)%
Free cash flow (1)
$280$253(10)%
___________
(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.
Operational Highlights
By continuously improving what matters most to consumers: selection, quality, affordability, and convenience — we surpassed $10 billion in GTV and over $1 billion in total revenue in Q1.
In Q1, Hy-Vee and Raley’s moved to price parity on our marketplace. Since then, Fareway launched on marketplace and Storefront Pro at parity, while several local independent grocers also moved to price parity.
Deepened our partnership with ALDI U.S. by launching a redesigned website and app powered by Storefront Pro, making Instacart the exclusive fulfillment partner across ALDI’s website and mobile app nationwide.
Acquired Instaleap, a global enablement and fulfillment solutions platform with deep retailer relationships in nearly 30 countries, to accelerate international expansion of the Instacart Enterprise platform.
We are building momentum with our new suite of AI Solutions — especially Cart Assistant, our conversational shopping experience, with early partners like Kroger and Sprouts, and recent additions including Food Bazaar, Heritage Grocers, Restaurant Depot, The Save Mart Companies, and Woodman’s.
Launched a new integration with Anthropic’s Claude, expanding Instacart’s AI ecosystem and enabling users to build grocery carts with real-time, personalized results directly within an AI-powered assistant.
Continued to expand and diversify both sides of Instacart’s advertising ecosystem:
Supply is driven by our healthy, growing marketplace and network of over 310 Carrot Ads partners(2), which we’re expanding with new partners like ALDI, Dierbergs, Fareway, and Jerry’s Foods.
Demand is strong across the over 9,000 brand partners(2) on our platform. New brands are now able to launch campaigns in minutes using automated tools, and our AI-powered recommendations in our self-service platform, Ads Manager, continue to gain traction.
2


Released new measurement case studies with Avaline, Bachan’s®, Deep Brands’ Deep Indian Kitchen, Good Peeps, and Saffron Road, demonstrating the impact of Instacart Ads on driving consumer demand.
Expanded fuel savings for shoppers, increasing per-gallon cash back through our Upside partnership and introducing a new weekly fuel stipend for high-mileage shoppers.
Announced $20K in annual scholarships for shoppers through Merit America, a career upskilling program.
___________
(2) As of Q4’25.
Second Quarter 2026 Financial Outlook

 GTV
$10,100 - $10,250 million
 Adjusted EBITDA
$290 - $300 million

This GTV outlook represents year-over-year growth between 11% to 13% with GTV expected to continue to outpace orders growth. Our Adjusted EBITDA outlook represents year-over-year growth between 11% to 15%.

For fiscal 2026, we remain committed to steady annual Adjusted EBITDA year-over-year growth at a rate that outpaces GTV growth. Similar to prior years, we expect this rate of expansion to moderate year-over-year as we reinvest to accelerate across our multiple growth engines and lap some of the more significant operating expense efficiencies realized in 2024 and 2025.

We have not provided the forward-looking GAAP equivalent to our Adjusted EBITDA or a GAAP reconciliation as a result of the uncertainty regarding, and the potential variability of, reconciling items such as stock-based compensation and related payroll tax expenses, certain legal and regulatory accruals and settlements, and reserves for sales and other indirect taxes. Accordingly, a reconciliation of this non-GAAP guidance metric to its corresponding GAAP equivalent is not available without unreasonable effort. However, it is important to note that these reconciling items could have a significant effect on future GAAP results.

Webcast and conference call information

Instacart management will host a conference call to discuss the company’s results at 5:30 a.m. Pacific Time (8:30 a.m. Eastern Time) today. An audio webcast of the conference call will be available on the company’s Investor Relations website at https://investors.instacart.com/.

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 letter and the accompanying oral presentation contain 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 our financial outlook, including GTV, Adjusted EBITDA, transaction revenue, advertising and other revenue, cost of revenue, stock-based compensation expense, cash flow, and orders, trends in our business and industry, impacts from macroeconomic conditions, our plans and expectations regarding growth, products, features, and partnerships, including expansion of our capabilities, services, and solutions, the expected benefits of AI, our strategic priorities, investments, and initiatives, including international expansion and M&A activity, our ability to drive sales and growth for our partners, and activity under our share repurchase
3


program. 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.

The forward-looking statements contained in this letter and the accompanying oral presentation 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, our ability to forecast our performance; our ability to attract and increase engagement of customers, retailers, brands, and shoppers; 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 Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this letter and the accompanying oral presentation 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.
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
4


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 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 accruals and settlements, net; reserves for sales and other indirect taxes, net; and acquisition-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 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.

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.

5


Contacts

Investor Relations: investors@instacart.com
Press: press@instacart.com
6


MAPLEBEAR INC. DBA INSTACART
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions)


As of
December 31,
As of
March 31,
20252026
ASSETS
Current assets:
Cash and cash equivalents$637 $631 
Short-term marketable securities50 59 
Accounts receivable, net1,127 1,095 
Restricted cash and cash equivalents, current172 110 
Prepaid expenses and other current assets213 197 
Total current assets2,199 2,091 
Long-term marketable securities81 63 
Restricted cash and cash equivalents, noncurrent18 18 
Property and equipment, net218 219 
Operating lease right-of-use assets30 28 
Intangible assets, net71 60 
Goodwill393 393 
Deferred tax assets, net664 626 
Other assets14 37 
Total assets$3,687 $3,535 
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$70 $48 
Accrued and other current liabilities634 604 
Operating lease liabilities, current
Deferred revenue211 230 
Total current liabilities917 885 
Operating lease liabilities, noncurrent33 32 
Other long-term liabilities24 24 
Total liabilities974 941 
Series A redeemable convertible preferred stock196 198 
Stockholders’ equity:
Preferred stock— — 
Common stock— — 
Additional paid-in capital7,005 7,143 
Accumulated other comprehensive loss(1)(4)
Accumulated deficit(4,486)(4,744)
Total stockholders’ equity2,518 2,395 
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity$3,687 $3,535 
Note: Due to rounding, numbers presented may not sum precisely to the totals presented.
7


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 March 31,
20252026
Revenue$897 $1,019 
Cost of revenue226 281 
Gross profit671 738 
Operating expenses:
Operations and support75 74 
Research and development144 164 
Sales and marketing216 230 
General and administrative126 88 
Total operating expenses561 556 
Income from operations110 182 
Interest income14 
Income before provision for income taxes124 188 
Provision for income taxes18 44 
Net income$106 $144 
Accretion related to Series A redeemable convertible preferred stock(2)(2)
Net income attributable to common stockholders, basic$104 $142 
Accretion related to Series A redeemable convertible preferred stock— 
Net income attributable to common stockholders, diluted$104 $144 
Net income per share attributable to common stockholders:
Basic$0.40 $0.59 
Diluted$0.37 $0.57 
Weighted-average shares used in computing net income per share attributable to common stockholders:
Basic262,432 239,273 
Diluted277,193 253,597 
Note: Due to rounding, numbers presented may not sum precisely to the totals presented.
8


MAPLEBEAR INC. DBA INSTACART
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)

Three Months Ended March 31,
20252026
OPERATING ACTIVITIES
Net income$106 $144 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense19 30 
Stock-based compensation expense66 80 
Impairments of long-lived assets and other assets
Provision for bad debts
Amortization of operating lease right-of-use assets
Deferred income taxes(2)38 
Other— 
Changes in operating assets and liabilities:
Accounts receivable36 28 
Prepaid expenses and other assets28 (9)
Accounts payable(3)(22)
Accrued and other current liabilities22 (51)
Deferred revenue17 19 
Operating lease liabilities(3)(1)
Other long-term liabilities(1)
Net cash provided by operating activities298 268 
INVESTING ACTIVITIES
Purchases of marketable securities(62)(4)
Maturities of marketable securities81 12 
Purchases of property and equipment, including capitalized internal-use software(18)(16)
Net cash provided by (used in) investing activities
(8)
FINANCING ACTIVITIES
Taxes paid related to net share settlement of equity awards(8)(4)
Proceeds from exercise of stock options
Changes in advances from payment card issuer47 31 
Repurchases of common stock(89)(359)
Net cash used in financing activities(46)(328)
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents(1)
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents254 (68)
Cash, cash equivalents, and restricted cash and cash equivalents - beginning of period1,449 827 
Cash, cash equivalents, and restricted cash and cash equivalents - end of period$1,703 $758 
Note: Due to rounding, numbers presented may not sum precisely to the totals presented.
9


MAPLEBEAR INC. DBA INSTACART
KEY BUSINESS METRICS AND RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(unaudited, in millions, except percentages)

Three Months Ended March 31,
20252026
GTV
$9,122 $10,288 
Orders83.2 91.2 
Net income$106 $144 
Provision for income taxes18 44 
Interest income(14)(6)
Depreciation and amortization expense19 30 
Stock-based compensation expense66 80 
Payroll taxes related to stock-based compensation (1)
10 
Certain legal and regulatory accruals and settlements, net (2)
40 
Reserves for sales and other indirect taxes, net (3)
(1)— 
Acquisition-related expenses— 
Adjusted EBITDA$244 $300 
Net income as a percent of GTV1.2 %1.4 %
Adjusted EBITDA as a percent of GTV2.7 %2.9 %
Total revenue$897 $1,019 
Net income as a percent of total revenue12 %14 %
Adjusted EBITDA margin27 %29 %
(1) Represents employer payroll taxes related to the vesting and settlement of certain equity awards.
(2) Represents certain legal, regulatory, and policy expenses, including those related to worker classification, as well as non-recurring intellectual property matters and regulatory settlements.
(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.


Note: Due to rounding, numbers presented may not sum precisely to the totals presented.
10


MAPLEBEAR INC. DBA INSTACART
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(unaudited, in millions, except percentages)

Three Months Ended
Mar. 31,Jun. 30,Sep. 30,Dec. 31,Mar. 31,
20252025202520252026
Cost of revenue$226 $236 $247 $275 $281 
Depreciation and amortization expense(14)(15)(20)(20)(24)
Stock-based compensation expense(2)(2)(3)(2)(2)
Adjusted cost of revenue$210 $218 $225 $253 $255 
Cost of revenue as a percent of GTV 2.5 %2.6 %2.7 %2.8 %2.7 %
Adjusted cost of revenue as a percent of GTV 2.3 %2.4 %2.5 %2.6 %2.5 %
Operations and support expense$75 $66 $62 $71 $74 
Depreciation and amortization expense— — — (1)(1)
Stock-based compensation expense(3)(4)(3)(4)(3)
Payroll taxes related to stock-based compensation (1)
(1)— — — — 
Adjusted operations and support expense$71 $61 $58 $67 $70 
Operations and support expense as a percent of GTV 0.8 %0.7 %0.7 %0.7 %0.7 %
Adjusted operations and support expense as a percent of GTV0.8 %0.7 %0.6 %0.7 %0.7 %
Research and development expense$144 $166 $169 $170 $164 
Depreciation and amortization expense(2)(2)(2)(2)(2)
Stock-based compensation expense(34)(58)(56)(55)(46)
Payroll taxes related to stock-based compensation (1)
(6)(2)(2)(2)(4)
Adjusted research and development expense$102 $103 $109 $112 $111 
Research and development expense as a percent of GTV 1.6 %1.8 %1.8 %1.7 %1.6 %
Adjusted research and development expense as a percent of GTV 1.1 %1.1 %1.2 %1.1 %1.1 %
Sales and marketing expense$216 $217 $206 $214 $230 
Depreciation and amortization expense(2)(2)(3)(2)(2)
Stock-based compensation expense(13)(18)(13)(16)(10)
Payroll taxes related to stock-based compensation (1)
(1)(1)(1)— (1)
Adjusted sales and marketing expense$200 $197 $191 $195 $217 
Sales and marketing expense as a percent of GTV 2.4 %2.4 %2.3 %2.2 %2.2 %
Adjusted sales and marketing expense as a percent of GTV2.2 %2.2 %2.1 %2.0 %2.1 %




11


MAPLEBEAR INC. DBA INSTACART
RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED)
(unaudited, in millions, except percentages)

Three Months Ended
Mar. 31,Jun. 30,Sep. 30,Dec. 31,Mar. 31,
20252025202520252026
General and administrative expense$126 $106 $87 $163 $88 
Depreciation and amortization expense(1)(1)(1)(1)(1)
Stock-based compensation expense(14)(23)(7)(21)(19)
Payroll taxes related to stock-based compensation (1)
(2)(1)(1)— (1)
Certain legal and regulatory accruals and settlements, net (2)
(40)(6)(2)(78)(1)
Reserves for sales and other indirect taxes, net (3)
— — 
Acquisition-related expenses— — — (1)(1)
Adjusted general and administrative expense$70 $74 $78 $63 $65 
General and administrative expense as a percent of GTV 1.4 %1.2 %1.0 %1.7 %0.9 %
Adjusted general and administrative expense as a percent of GTV 0.8 %0.8 %0.8 %0.6 %0.6 %
Total operating expenses$561 $554 $525 $619 $556 
Depreciation and amortization expense(5)(6)(6)(6)(6)
Stock-based compensation expense(64)(103)(79)(96)(78)
Payroll taxes related to stock-based compensation (1)
(10)(5)(3)(3)(6)
Certain legal and regulatory accruals and settlements, net (2)
(40)(6)(2)(78)(1)
Reserves for sales and other indirect taxes, net (3)
— — 
Acquisition-related expenses— — — (1)(1)
Adjusted total operating expenses$443 $434 $436 $436 $463 
Total operating expenses as a percent of GTV6.1 %6.1 %5.7 %6.3 %5.4 %
Adjusted total operating expenses as a percent of GTV4.9 %4.8 %4.8 %4.4 %4.5 %
(1) Represents employer payroll taxes related to the vesting and settlement of certain equity awards.
(2) Represents certain legal, regulatory, and policy expenses, including those related to worker classification, as well as non-recurring intellectual property matters and regulatory settlements.
(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.

Three Months Ended
Mar. 31,Jun. 30,Sep. 30,Dec. 31,Mar. 31,
20252025202520252026
Net cash provided by operating activities
$298 $203 $287 $184 $268 
Purchases of property and equipment, including capitalized internal-use software(18)(16)(15)(12)(16)
Free cash flow
$280 $187 $272 $171 $253 
Note: Due to rounding, numbers presented may not sum precisely to the totals presented.

12

FAQ

How did Instacart (CART) perform financially in Q1 2026?

Instacart delivered strong Q1 2026 results, with GTV of $10,288 million and total revenue of $1,019 million, up 13% and 14% year-over-year. GAAP net income grew 36% to $144 million, and Adjusted EBITDA increased 23% to $300 million.

What new credit facility did Instacart (CART) enter into in May 2026?

On May 1, 2026, Instacart entered an unsecured $500 million revolving credit facility maturing on April 30, 2031. The facility is undrawn at closing, supports multiple currencies, includes a 0.10% unused commitment fee, and carries interest margins based on the company’s net leverage ratio.

How large is Instacart’s (CART) share repurchase authorization now?

The board increased Instacart’s common stock repurchase authorization to $3.5 billion, up from $2.5 billion. About $323 million remained under the existing program as of March 31, 2026. The repurchase program has no expiration date and may be modified or suspended at any time.

What profitability metrics did Instacart (CART) report for Q1 2026?

Instacart reported Q1 2026 GAAP gross profit of $738 million, up 10% year-over-year, with GAAP net income of $144 million, representing 14% of revenue. Adjusted EBITDA was $300 million, a 23% year-over-year increase, with a 29% Adjusted EBITDA margin.

What is Instacart’s (CART) Q2 2026 financial outlook?

For Q2 2026, Instacart guides to GTV of $10,100–$10,250 million, implying 11%–13% year-over-year growth. It expects Adjusted EBITDA of $290–$300 million, representing 11%–15% year-over-year growth, and remains committed to full-year Adjusted EBITDA growth outpacing GTV growth.

How much cash and free cash flow did Instacart (CART) generate in Q1 2026?

Instacart generated $268 million of operating cash flow and $253 million of free cash flow in Q1 2026. The company ended the quarter with about $880 million in cash and similar assets, while also repurchasing $349 million of common stock during the period.

What leverage and covenant terms apply to Instacart’s new credit agreement?

The credit agreement uses a total net leverage ratio based on consolidated debt minus up to $500 million of unrestricted cash to consolidated adjusted EBITDA. Instacart must maintain net leverage at or below 4.50x, with a temporary increase to 5.50x for four quarters after a material acquisition, at its election.

Filing Exhibits & Attachments

5 documents