424B4 1 d55348d424b4.htm 424B4 424B4
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Filed Pursuant to Rule 424(b)(4)
Regitration No. 333-274213

 

 

22,000,000 Shares

 

LOGO

Maplebear Inc.

Common Stock

 

 

This is an initial public offering of shares of common stock of Maplebear Inc. We are offering 14,100,000 shares of common stock and the selling stockholders identified in this prospectus are offering an additional 7,900,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders.

 

 

Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock is $30.00 per share. Our common stock has been approved for listing on the Nasdaq Global Select Market under the symbol “CART.”

 

 

We have entered into an agreement with PepsiCo, Inc. pursuant to which PepsiCo, Inc. has agreed to purchase $175 million of our Series A redeemable convertible preferred stock, or the Series A Preferred Stock, in a private placement. The Series A Preferred Stock will have a conversion price equal to the initial public offering price of $30.00 per share and will be redeemable or convertible under certain circumstances. See the section titled “Description of Capital Stock—Series A Preferred Stock.” The private placement is contingent upon, and scheduled to close immediately subsequent to, the closing of this offering, subject to the satisfaction of certain additional conditions to closing. See the section titled “Concurrent Private Placement.” Goldman Sachs & Co. LLC, one of the underwriters, is acting as placement agent in connection with the private placement and will receive a placement agent fee equal to 1.5% of the total purchase price of the shares of Series A Preferred Stock sold in the private placement.

 

 

See the section titled “Risk Factors” beginning on page 31 to read about factors you should consider before buying shares of our common stock.

 

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

 

     Per Share      Total  

Initial public offering price

   $ 30.00      $ 660,000,000  

Underwriting discounts and commissions(1)

   $ 1.65      $ 36,300,000  

Proceeds, before expenses, to us

   $ 28.35      $ 399,735,000  

Proceeds, before expenses, to the selling stockholders

   $ 28.35      $ 223,965,000  

 

(1) See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters.

 

 

At our request, the underwriters have reserved up to 5% of the shares of common stock offered by this prospectus for sale at the initial public offering price per share of $30.00 through a directed share program to certain persons identified by management, which may include certain members of our board of directors. See the section titled “Underwriting—Directed Share Program.”

The underwriters have the option for a period of 30 days to purchase up to an additional 3,300,000 shares of common stock from us at the initial public offering price less underwriting discounts and commissions.

Norges Bank Investment Management, a division of Norges Bank, and entities affiliated with TCV, Sequoia Capital, D1 Capital Partners, L.P., and Valiant Capital Management, which we refer to collectively as the cornerstone investors, have indicated an interest, severally and not jointly, in purchasing shares of common stock in an aggregate amount of up to approximately $400 million in this offering at the initial public offering price per share and on the same terms as the other purchasers in this offering. Sequoia Capital and D1 Capital Partners are significant stockholders and affiliates of members of our board of directors. Because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer, or no shares to any of the cornerstone investors, and any of the cornerstone investors could determine to purchase more, fewer, or no shares in this offering. The underwriters will receive the same underwriting discounts and commissions on these shares as they will on any other shares sold to the public in this offering.

The underwriters expect to deliver the shares of common stock to purchasers on or about September 21, 2023.

 

Goldman Sachs & Co. LLC    J.P. Morgan

 

BofA Securities   Barclays   Citigroup

 

Baird  

JMP Securities

A CITIZENS COMPANY

  LionTree   Oppenheimer & Co.   Piper Sandler   SoFi   Stifel   Wedbush Securities
Blaylock Van, LLC     Drexel Hamilton      Loop Capital Markets     R. Seelaus & Co., LLC    Ramirez & Co., Inc.   Stern   Tigress Financial Partners

 

 

Prospectus dated September 18, 2023.


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LOGO

The leading grocery technology partner to 1,400+ retail banners¹ that represent more than 85%² of the U.S. grocery market 1 As of the quarter ended June 30, 2023. Includes retail banner partners in the U.S. and Canada. 2 Percentage of the market collectively represented by retail banners with whom Instacart partners. Based on total grocery sales in 2022, excluding alcohol sales. CSG.


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LOGO


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LOGO

At a glance $29.4 B GTV¹ 263 M Orders¹ $2.2 B Gross Profit¹ $486 M Adjusted EBITDA² 1,400+ Retail Banners³ 85% of the U.S. grocery market 5,500+ Brands 80,000+ Stores 1 In the twelve months ended June 30, 2023. 2 In the twelve months ended June 30, 2023. Net income for the same period was $744 million, which includes a $358 million tax benefit from the release of our valuation allowance on our deferred tax assets in the United States in the six months ended December 31, 2022. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Non-GAAP Metrics” for a reconciliation of Adjusted EBITDA to net income (loss). 3 As of June 30, 2023. Percentage of the market collectively represented by retail banners with whom Instacart partners. Based on total grocery sales in 2022, excluding alcohol sales. CSG.

 


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TABLE OF CONTENTS

 

     Page  

GLOSSARY

     ii  

A LETTER FROM FIDJI

     iv  

PROSPECTUS SUMMARY

     1  

RISK FACTORS

     31  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     91  

MARKET, INDUSTRY, AND OTHER DATA

     93  

USE OF PROCEEDS

     95  

DIVIDEND POLICY

     97  

CAPITALIZATION

     98  

DILUTION

     101  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     104  

BUSINESS

     175  

MANAGEMENT

     243  

EXECUTIVE COMPENSATION

     254  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     280  

PRINCIPAL AND SELLING STOCKHOLDERS

     285  

DESCRIPTION OF CAPITAL STOCK

     290  

SHARES ELIGIBLE FOR FUTURE SALE

     299  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK

     303  

UNDERWRITING

     307  

CONCURRENT PRIVATE PLACEMENT

     317  

LEGAL MATTERS

     317  

EXPERTS

     317  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     317  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     F-1  

 

 

Through and including October 13, 2023 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

Neither we, the selling stockholders, nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholders, nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling stockholders, and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations, and future growth prospects may have changed since that date.

For investors outside the United States: Neither we, the selling stockholders, nor any of the underwriters have done anything that would permit the use of or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

 

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GLOSSARY

Active brand partner. An active brand partner is a company or brand that has used one or more Instacart Ads offerings in the three calendar months prior to the period-end indicated.

Advertising and other investment rate. Advertising and other investment rate is advertising and other revenue in a given period divided by GTV in such period.

Average order value. An average order value is total GTV in a given period divided by total orders in such period.

Brand partner. A brand partner is a company or brand that sells consumer goods and uses one or more Instacart Ads offerings.

Basket. A basket consists of all items ordered for delivery to, or pickup by, a customer from a single retailer.

Batch. A batch is a combination of one or more orders offered to, and accepted by, a shopper to ultimately be delivered to, or picked up by, one or more customers.

Batch rate. Batch rate refers to the average number of orders per completed batch in a given period. Batch rate excludes any batch containing a priority, rapid delivery, or pickup order, which orders by design are typically not included in batches with multiple orders.

Consumer. A consumer refers to an individual who purchases groceries or other goods, not necessarily from Instacart.

CPG brand (or brand). A CPG, or consumer packaged goods, brand is an identifying name of a specific product or group of products owned by a company that sells consumer packaged goods.

Customer. A customer is an individual or entity who places an order on Instacart.

Digital-first platforms. Digital-first platforms consist of third-party marketplace platforms, such as Instacart Marketplace, that partner with traditional retailers, as well as other online marketplaces that own and manage inventory and are purpose built to operate eCommerce businesses. Digital-first platforms exclude traditional grocers that primarily operate brick-and-mortar stores.

Fulfillment options. Fulfillment options include delivery (at a variety of speeds), pickup, and in-store.

Gross transaction value (or GTV). GTV is the value of the products sold based on prices shown on Instacart, applicable taxes, deposits and other local fees, customer tips, which go directly to shoppers, customer fees, which include flat membership fees related to Instacart+ that are charged monthly or annually, and other fees. GTV consists of orders completed through Instacart Marketplace and services that are part of Instacart Enterprise Platform.

Instacart Ads. Instacart Ads is our brand-focused advertising solution that connects brands of all sizes to customers while they are online grocery shopping across Instacart Marketplace and retailers’ owned and operated online storefronts.

Instacart Enterprise Platform. Instacart Enterprise Platform provides retailers with a suite of enterprise-grade technologies that span eCommerce, fulfillment, Connected Stores, ads and marketing, and insights.

Instacart Marketplace. Instacart Marketplace connects retailers, customers, brands, and shoppers through our mobile app and website to place an order for delivery or pickup.

Location. Location refers to a physical store of a retail banner.

 

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Monthly active orderer. A monthly active orderer is a customer who places at least one order on Instacart during the calendar month indicated. We identify an individual customer account by a unique phone number. If a customer had accounts under two different email addresses but with the same phone number, and such customer completed orders using both accounts during the measurement period, such activity would be attributed to the same customer.

North America. North America refers to the United States and Canada.

Order. An order is a completed customer transaction to purchase goods for delivery or pickup from a single retailer on Instacart, including those placed through Instacart Marketplace or placed on a retailer’s owned and operated online storefront powered by Instacart Enterprise Platform.

Retailer. A retailer is a parent company that owns and operates one or more physical or virtual stores under one or more retail banners that sell physical goods to consumers.

Retail banner. A retail banner is a unique brand name of one retail store or a chain of retail stores owned by a retailer. A retailer may operate under one or more retail banners.

Retail partner. A retail partner is a retailer that partners with Instacart either through Instacart Marketplace or Instacart Enterprise Platform.

Shopper. A shopper is an individual who fulfills an order on a customer’s behalf. The vast majority of shoppers are full-service shoppers, who are independent contractors that pick and deliver orders. The remaining shoppers are in-store shoppers, who are Instacart employees and only engage in in-store duties, including picking orders, and do not engage in any delivery services. Unless otherwise noted, the term “shopper” refers to a full-service shopper in this prospectus. We identify a shopper account by a unique email address validated against personally identifiable information.

SKU. A SKU, or stock keeping unit, is a product inventory code number that uniquely identifies each product in a retailer store to help with reliable inventory tracking.

Store. A store refers to a physical or virtual store of a retail banner.

 

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A LETTER FROM FIDJI

The first time I truly understood the power of Instacart’s mission, I was standing in the aisle of a grocery store.

The CEO of a major grocery retailer had invited me to visit one of his stores to get a better sense of what made them unique. I was expecting to learn more about the retailer’s logistics and day-to-day operations — and I did. But I wasn’t expecting to get a masterclass in the care and craft that make the grocery industry so special.

As we walked the floor that day, I saw the CEO greet associates by name and welcome customers at the front door with a smile. I saw him make sure everyone found what they were looking for. And he proudly explained the complexity, hard work, and attention to detail that goes into each cut of meat and perfectly red apple.

When I was walking through the aisles of that store, what struck me most was the fact that grocers aren’t just doing a job or running a company. In many cases, they’re supporting families, neighborhoods, and entire communities — just like they have for generations. That experience wasn’t unique. It’s one I’ve continued to have over the years as I’ve spent time with many of our partners, touring their grocery stores and getting closer to the heart of their businesses.

These experiences remind me of my own childhood growing up as the daughter, granddaughter, and great-granddaughter of fishermen who also took enormous pride in feeding their community. While my own career has carried me from my fishing village all the way to Silicon Valley, I never lost my appreciation for the dedicated people who nourish the world.

Working in technology, I know first-hand the edge it can offer — and at Instacart, we want to give that edge to grocers. Our vision is to build the technologies that power every single grocery transaction — working with the retailers that consumers know and love to invent the future of grocery together. And right now, that’s more important than ever.

As I write this, a massive digital transformation is underway in the grocery industry. Grocery is the largest retail category and represents a $1.1 trillion industry in the United States alone. But only 12% of grocery sales are made online today.1 As even more people shop online, online penetration could double or more over time.2

This shift is being driven, in large part, by consumer expectations growing more diverse and complex. We might be able to wait a couple of hours for our weekly shop but need popcorn in 30 minutes for an impromptu family movie night. Sometimes we want to buy groceries on our phones and sometimes in the store. We want grocers to understand our tastes and preferences and offer us a seamless, personalized experience everywhere.

We believe the future of grocery won’t be about choosing between shopping online and in-store. Most of us are going to do both. So we want to create a truly omni-channel experience that brings the best of the online shopping experience to physical stores, and vice versa.

With the business of grocery changing so quickly, many retailers need a trusted partner to help them navigate this digital transformation so that they can drive success both online and in-store and serve their customers better — in all of the ways they choose to shop. It’s especially important because their competitors — from established tech platforms to new startup disruptors — are trying to lure customers away from traditional grocers. If the neighborhood grocer who has been serving their community for decades can’t find an edge, they may not be able to keep up.

That’s where we come in.

Instacart is a grocery technology company. Thanks to the investments we have made over the last decade, we now deliver the best consumer online grocery experience anywhere. Consumers can search for products they love and discover new ones based on their tastes and preferences, build deeper relationships with their favorite retailers, and get what they need delivered to them when they need it. But we also put our technology and consumer expertise in the hands of our retail partners. Retailers understand that we invest more in technology custom-built for online grocery than any single grocer could — and that by partnering with Instacart, they can have the same technology edge as tech giants and startups, while also being able to focus on everything else it takes to run a successful business.

 

1 

Incisiv.

2 

McKinsey, The next horizon for grocery e-commerce: Beyond the pandemic bump.

 

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Today, Instacart partners with more than 1,400 national, regional, and local retail banners across more than 80,0003 stores that represent more than 85% of the U.S. grocery industry.4 Millions of households depend on us and our partners for their grocery needs.5 We power tens of billions of dollars in annual sales for retailers,6 which makes Instacart the leading grocery technology company in North America.7 Our GTV, representing the online sales we power for all of our retail partners, grew at a compound annual growth rate of 80% between 2018 and 2022, compared to 50% for the overall online grocery market and 1% for offline grocery.8 We have demonstrated our ability to help our retail partners drive strong growth and stay competitive in a complex and increasingly digital industry.

By combining the power of our technology and fulfillment capabilities with the expertise of retailers, we can help the national, regional, and local retailers that people already know and trust offer their customers an even better experience.

Instacart is building all the services retailers need to invent the future of grocery and transform the consumer experience, including:

 

   

the most powerful eCommerce tools custom-built for online grocery — from product discovery, to personalization, to merchandising, to different payment models. All of this is available across Instacart Marketplace, where consumers can shop from their favorite retailers through our app or website, and Instacart Enterprise Platform, which allows retailers to use our technology to power their own websites, apps, and retail operations.

 

   

the full range of fulfillment options that allow consumers to get an order in minutes, hours, or the next day — enabled by our best-in-class picking technology and community of dedicated shoppers who treat every order like their own.

 

   

in-store technologies, such as connected hardware like AI-powered smart carts, mobile checkout, and electronic shelf tags, that enhance the brick-and-mortar experience, where approximately 90% of shopping takes place, and help retailers invent the store of the future.

 

   

advertising that helps customers find new products and opportunities to save, enables CPG brands to reach customers at the point of purchase and within minutes of delivery and consumption, and opens up new revenue streams for retailers.

 

   

data, insights, and analytical tools that help retailers optimize operations, reduce costs, and make the best strategic decisions.

This transformation will play out over decades, which is why we’re making investments with a long-term focus. Every decision we make as a company stems from a fundamental belief that, in order to succeed, we need to work together across the entire grocery industry — supporting retailers and brand partners, giving consumers an affordable, accessible, and personalized experience they can’t find anywhere else, and creating flexible earnings opportunities for shoppers.

We are in the business of growing our partners’ businesses, which is reflected in one of our company’s core values: “Grow the pie.” In a world where success too often comes at the expense of someone else, we believe that there is more than enough to go around — and that, by working together with our retail partners, we can create more opportunities for the entire industry.

At Instacart, we know technology will play a crucial part in transforming the largest retail category in the world. We also know that the future of grocery should belong to the people who make it special today — and we can help them continue to innovate.

We hope you’ll join our table.

Fidji.

 

 

3 

As of June 30, 2023.

4 

Based on total grocery sales in 2022, excluding alcohol sales. CSG.

5 

As of June 30, 2023.

6 

For the year ended December 31, 2022.

7 

Based on total online grocery sales in 2022.

8 

Incisiv.

 

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PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” “our company,” and “Instacart” refer to Maplebear Inc. and its consolidated subsidiaries.

Overview

Instacart is powering the future of grocery through technology. We partner with retailers to help them successfully navigate the digital transformation of their businesses.

Instacart was founded in 2012 to bring the grocery industry online and help make grocery shopping effortless. We started by understanding what consumers want and then built enterprise-grade technologies that allow retailers to meet those needs. We want to enable any retailer, large or small, to drive success both online and in-store and serve their customers better in all of the ways they choose to shop. Today, more than 1,400 national, regional, and local retail banners9 that collectively represent more than 85% of the U.S. grocery market partner with Instacart.10 We have demonstrated our ability to help our retail partners drive strong growth and stay competitive in a complex and increasingly digital industry. Our GTV, representing the online sales we power for all of our retail partners, grew at a compound annual growth rate, or CAGR, of 80% between 2018 and 2022, compared to 50% for the overall online grocery market and 1% for offline grocery.11 In 2022, we generated approximately $29 billion of GTV, which makes Instacart the leading grocery technology company in North America.12

Instacart invented a new model for online grocery shopping by offering consumers on-demand delivery from the stores they know and trust. We help our retail partners reach 7.7 million monthly active orderers who spend approximately $317 per month on average on Instacart.13 Retailers reach customers through both Instacart Marketplace, where customers can shop from their favorite retailers through our app or website, and retailers’ owned and operated online storefronts that are powered by Instacart Enterprise Platform, our end-to-end technology solution encompassing eCommerce, fulfillment, Connected Stores, ads and marketing, and insights.

When shopping for groceries, consumers want selection, quality, value, and convenience, and they shop in many different ways. Instacart started as a way for households to conveniently manage their weekly grocery shopping, a recurring and high order value consumer use case. Today, customers can place orders for delivery or pickup across a variety of use cases including the weekly shop, bulk stock-up, convenience, and special occasions. Customers can select the fulfillment option and speed that best serve their needs. For example, a busy parent may prefer the reliability of having their family’s groceries delivered every Sunday, but if they need a few items in the middle of the week, they can trust Instacart to help deliver the items they need with priority delivery (as fast as 30 minutes). Each order can be shopped for and delivered with care by one of the hundreds of thousands of shoppers who value the flexible earnings opportunities that Instacart provides.14

 

9 

As of June 30, 2023.

10 

Based on total grocery sales in 2022, excluding alcohol sales. CSG.

11 

Incisiv.

12 

Based on total online grocery sales in 2022.

13 

For the month ended June 30, 2023.

14 

As of June 30, 2023.

 

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As consumers and retailers move online, CPG brands can use Instacart Ads as a new way to reach customers at the point of purchase and within minutes of delivery and consumption. Today, over 5,500 brands are using Instacart Ads and are now more easily discoverable as customers fill their digital carts.15 Instacart Ads offers brands a highly measurable ads offering that leverages first-party transaction data to move products off of store shelves more efficiently.

The Future of Grocery

We believe the future of grocery is about helping consumers find products they love from retailers they trust, no matter where they are or how they choose to shop. Grocery is the largest category in all of retail, with an annual spend of approximately $1.1 trillion in the United States in 2022.16 Despite the size of the market, grocery has historically been significantly slower to move online compared to other consumer categories. In 2022, only 12% of U.S. grocery shopping took place online,17 compared to 66% of consumer electronics, 38% of apparel, 23% of consumer foodservice, and 20% of home goods.18 Over the past three years, this spend shifted from offline to online at an accelerated pace. Online grocery penetration took 10 years to triple from 1% of total grocery sales in 200919 to 3% in 2019 and just three years to quadruple to 12% in 2022.20 Market penetration could double or more over time.21

For grocery retailers, this means that online success is critical, and all grocers from large national players to local mainstays must prepare for a future where all aspects of their business, including their stores, will be improved through technology. Compared to other industries, however, grocery is difficult to digitize. Grocery retail is characterized by diverse consumer behaviors, complex inventory management and fulfillment, lack of integrated omni-channel data, a shortage of technology that is custom-built for online grocery, a disaggregated supply chain, and a low operating margin. Before Instacart, grocery retailers did not have access to a unified technology solution to manage eCommerce, fulfillment, in-store, ads and marketing, and insights. Instacart is solving this problem.

Instacart Technology

Grocery retailers have earned the trust and loyalty of customers over generations by offering selection, quality, value, and convenience. For more than a decade, we have invested in technology that is custom-built for online grocery. We believe our scaled marketplace provides us with unique insights into the needs of the online grocery consumer. Our strategy is to put our technology capabilities and consumer insights into the hands of our retail partners. We are investing more in technology custom-built for online grocery than any single grocer could on their own, allowing grocers to leverage our scale and investments to grow their businesses.

Our technology solutions are better together. Since our founding, Instacart Marketplace has powered more than $100 billion of GTV and over 900 million orders with approximately 20 billion items ordered.22 This scale

 

15 

Active brand partners as of June 30, 2023.

16 

Incisiv.

17 

Incisiv.

18 

Euromonitor, Retail (2023 edition), Consumer Foodservice (2023 edition); categories: Consumer Electronics, Consumer Electronics E-Commerce, Apparel and Footwear, Apparel and Footwear E-Commerce, Homewares and Home Furnishings, Homewares and Home Furnishings E-Commerce, Consumer Foodservice by Type, categorization type: online and total; Consumer Foodservice by Type covers Foodservice Value retail selling price, or RSP, data for the Retail Categories covers Retail Value RSP excluding Sales Tax; U.S. dollars, or USD, current prices.

19 

Euromonitor, Retail (2023 edition), categories: Food E-Commerce and Drinks and Tobacco E-Commerce 2009 retail value RSP in USD, excluding sales tax, current terms; calculated as a percentage of total Grocery Retailers, Food E-Commerce, and Drinks and Tobacco E-Commerce combined 2009 retail value RSP in USD, excluding sales tax.

20 

Incisiv.

21 

McKinsey, The next horizon for grocery e-commerce: Beyond the pandemic bump.

22 

As of July 31, 2023.

 

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gives us unique insights into consumer buying behavior, needs, and trends across the entire grocery industry in North America. We then utilize these insights to enhance Instacart Enterprise Platform, ensuring retailers can best meet their customers’ needs across their owned and operated online and physical storefronts. Similarly, Instacart Enterprise Platform enhances Instacart Marketplace, as our deep integration with retailers allows us to expand marketplace capabilities for our customers. As we continue to scale and refine our technology and data insights across Instacart Marketplace and Instacart Enterprise Platform, our algorithms continuously improve to provide significant benefits, including better search results and recommendations, more intelligent replacements, and more seamless checkout flows, among others. Many of these benefits also enhance the value delivered to our brand partners — for example, in the second quarter of 2023, we helped customers discover over 180 million items through recommendations. This draws more brands to Instacart Ads, which yields benefits for Instacart Marketplace and Instacart Enterprise Platform.

 

   

Instacart Marketplace. Connects customers to their favorite national, regional, and local retailers on the largest online grocery marketplace in North America through our mobile app or website.23

 

   

Instacart Enterprise Platform. Provides retailers with a suite of enterprise-grade technologies that span eCommerce, fulfillment, Connected Stores, ads and marketing, and insights.

 

   

Instacart Ads. Allows CPG brands to drive sales by engaging with customers who are actively shopping for products on Instacart, whom we refer to as high-intent customers, in a highly measurable and targeted way while also providing savings and product discovery to customers through our leading digital advertising solutions and insights.

Instacart is built for the entire grocery ecosystem, improving the experiences for each of our constituents and helping them succeed:

 

   

Retailers. We enable more than 1,400 retail banners to grow by providing technology that can accelerate the digital transformation of their entire business.24 Our retail partners include national leaders such as Aldi, Costco, and Kroger, regional favorites such as Publix and Wegmans, local mainstays like Mollie Stone’s Markets, and retailers serving many specific use cases, such as Best Buy, Lowe’s, Sephora, and Walgreens. We estimate that the sales volume we power for our top 20 retail partners represented 5.0% of their total sales in 2022, up from 0.6% in 2018.25

 

   

Customers. We help 7.7 million monthly active orderers26 shop at their favorite retailers and enjoy selection, quality, value, and convenience. We reach over 95% of households in North America.27 Our membership program, Instacart+, offers expanded customer benefits to our 5.1 million members,28 including unlimited free delivery on orders over a certain size, a reduced service fee, credit back on eligible pickup orders, and exclusive benefits.

 

   

Brands. We represent one of the largest and fastest growing eCommerce channels for CPG brands. We provide discovery and attractive return on investment, or ROI, for over 5,500 brands through our industry-leading advertising tools and insights purpose-built for the online grocery category.29 We estimate that on average, our ads deliver more than a 15% incremental sales lift, and in some cases twice

 

23 

Based on GTV generated on Instacart and total grocery sales in 2022.

24 

As of June 30, 2023.

25 

Based on total grocery sales in 2022, excluding alcohol sales. CSG.

26 

For the month ended June 30, 2023. The number of monthly active orderers may overstate the number of unique individuals, as one customer may register for, and use, multiple accounts. Fluctuations in the number of monthly active orderers are not necessarily indicative of changes in our financial performance.

27 

U.S. Census Bureau (July 2021) and Statistics Canada (2021). Based on number of households in Instacart’s active delivery-enabled or pickup zones as of June 30, 2023.

28 

As of June 30, 2023. Includes paying Instacart+ members only and excludes free trial members.

29 

Active brand partners as of June 30, 2023.

 

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that, for our brand partners.30 Our brand partners include household brands such as Campbell’s, Nestlé, and Pepsi and emerging brands such as Banza, Chloe’s Fruit Pops, and Whisps.

 

   

Shoppers. We offer approximately 600,000 shoppers an immediate, flexible earnings opportunity that allows them to choose when and how much to work.31 Because the most important part of the job is picking the right products for customers, Instacart tends to attract people who use empathy, efficiency, communication, and problem-solving to pick, pack, and deliver an order. Shoppers are deeply valued members of the Instacart community, and we strive to make the shopping experience as seamless as possible and protect shoppers while they work.

Our Business Model

We believe that every Instacart order benefits retailers, customers, brands, and shoppers. The success of our business relies on the success of all these constituents. As more customers increase engagement, we benefit from more orders and GTV that generate diversified revenue streams and improve operational efficiencies. Our revenue consists of transaction revenue, primarily from fees paid on each order by retail partners and customers, as well as advertising and other revenue, primarily from advertising fees paid by brand partners. In 2022 and the six months ended June 30, 2023, our transaction revenue and advertising and other revenue were approximately 6.3% and 2.6% and 7.2% and 2.7%, respectively, of GTV. Since grocery is one of the largest recurring monthly household expenses, we have high average order values, which allows us to keep fees as a percent of GTV lower for retailers and customers relative to other on-demand delivery platforms and enables us to allocate certain costs, such as shopper earnings and hosting expenses, across a larger base.

By growing advertising and other revenue and making fulfillment more efficient at scale, we have historically been able to increase gross profit consistently faster than GTV. Expanding gross profit as a percent of GTV contributes to our improving unit economics. This, in turn, allows us to reinvest in our business, particularly in research and development to build new technologies for retailers and in sales and marketing to help attract and engage customers to grow orders and GTV.

Since our founding, we have achieved substantial growth and an improved margin. Starting in March 2020 and through the first quarter of 2022, our growth was significantly accelerated by the COVID-19 pandemic. While we do not expect our pandemic-accelerated growth rates to recur in future periods, our growth during this period helped establish a business with much greater scale and much higher gross profit.

 

   

Orders grew from 223.4 million in 2021 to 262.6 million in 2022, an increase of 18%, and remained consistent from 132.3 million for the six months ended June 30, 2022 to 132.9 million for the six months ended June 30, 2023;

 

   

GTV grew from $24,909 million in 2021 to $28,826 million in 2022, an increase of 16%, and from $14,356 million for the six months ended June 30, 2022 to $14,937 million for the six months ended June 30, 2023, an increase of 4%;

 

   

Total revenue grew from $1,834 million in 2021 to $2,551 million in 2022, an increase of 39%, and from $1,126 million for the six months ended June 30, 2022 to $1,475 million for the six months ended June 30, 2023, an increase of 31%;

 

   

Transaction revenue grew from $1,262 million (or 69% of total revenue) in 2021 to $1,811 million (or 71% of total revenue) in 2022, an increase of 44%, and from $799 million (or 71% of total revenue) for the six months ended June 30, 2022 to $1,069 million (or 72% of total revenue) for the six months ended June 30, 2023, an increase of 34%;

 

30 

Based on internal tests run across all brand partners using our Sponsored Product ads offering in the quarter ended June 30, 2023 and individual tests run for select brands or types of brands.

31 

Based on shoppers who completed at least one order during the month ended June 30, 2023.

 

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Advertising and other revenue grew from $572 million (or 31% of total revenue) in 2021 to $740 million (or 29% of total revenue) in 2022, an increase of 29%, and from $327 million (or 29% of total revenue) for the six months ended June 30, 2022 to $406 million (or 28% of total revenue) for the six months ended June 30, 2023, an increase of 24%;

 

   

Gross profit grew from $1,226 million in 2021 to $1,831 million in 2022, an increase of 49%, and from $769 million for the six months ended June 30, 2022 to $1,109 million for the six months ended June 30, 2023, an increase of 44%;

 

   

Net income (loss) improved from $(73) million in 2021 to $428 million in 2022 (including a $358 million tax benefit from the release of our valuation allowance on our deferred tax assets in the United States) and grew as a percent of GTV from (0.3)% in 2021 to 1.5% in 2022, and from $(74) million for the six months ended June 30, 2022 to $242 million for the six months ended June 30, 2023 and grew as a percent of GTV from (0.5)% for the six months ended June 30, 2022 to 1.6% for the six months ended June 30, 2023. We have a history of losses and have only recently began generating profit, and as of June 30, 2023, we had an accumulated deficit of $735 million; and

 

   

Adjusted EBITDA grew as a percent of GTV from 0.1% in 2021 to 0.6% in 2022, and Adjusted EBITDA margin grew from 2% in 2021 to 7% in 2022, and from (0.1)% for the six months ended June 30, 2022 to 1.9% for the six months ended June 30, 2023 and (2)% for the six months ended June 30, 2022 to 19% for the six months ended June 30, 2023, respectively, demonstrating significant operating leverage.

Our Industry

Grocery has one of the lowest levels of digitization of any industry. Grocery retailers in the United States spent an estimated $14.2 billion on enterprise IT in 2022,32 which represents approximately 1% of their total sales.33 This compares to average estimated technology budgets as a percent of revenue of approximately 25% for telecommunications, 11% for air travel, and 4% for hospital services for the same year.34

Complexities of Grocery Retail

The grocery industry has attributes not found in other consumer retail categories due to inherent market structure differences and the uniqueness of grocery operations:

Market Structure

 

   

Enterprise Market Structure. In the United States, there are thousands of companies in grocery retail35 that collectively manage tens of thousands of store locations.36 68% of the total U.S. grocery market comes from the top 20 grocers,37 yet market share significantly differs by region within the United States. The largest retailers operate multiple banners, across hundreds of locations, and require nationwide integration.

 

   

Disaggregated Supply Chain. There are multiple participants in the grocery supply chain, including food producers, product manufacturers, wholesalers, and distributors, each of whom capture a considerable portion of the value chain and introduce operational complexity.

 

32 

Gartner.

33 

Incisiv.

34 

Gartner.

35 

In 2023. FactSet.

36 

In 2022. IBISWorld.

37 

In 2022. Euromonitor, Retail (2023 edition), category: Grocery Retailers; retail value RSP in USD, excluding sales tax, calculated as a percentage of total Grocery Retailers retail value RSP in the United States in 2022 in USD, excluding sales tax.

 

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Intense Competition from Digital-First Platforms. Digital-first platforms and quick delivery disruptors are investing large amounts of capital to create online experiences and develop in-store technology to compete with traditional retailers for consumer wallet share.

 

   

Regulations. The grocery industry is highly regulated, particularly in categories such as alcohol, prescriptions, and supplemental nutrition assistance programs.

Grocery Operations

 

   

Expansive and Diverse Product Assortment.

 

   

Diversity of Products. The average grocer carries over 31,000 products in a single store location across a wide range of categories.38

 

   

High Inventory Turnover. Grocery inventory turns over in real time with high velocity. Inventory forecasting and SKU rationalization, as well as evaluating which products to sell or discontinue, are critical to maximizing sales and profitability.

 

   

Large Portion of Perishables. Perishables account for 16% of North American grocery sales.39 As a result, it is imperative for grocers to manage this inventory carefully and maintain specific temperatures to reduce food waste and operational inefficiencies.

 

   

Breadth of Fulfillment Options. Whether a consumer chooses pickup, scheduled delivery, or on-demand delivery, each order requires picking and packing. Picking is complex due to the sheer scale of grocery stores and a number of factors that require quality control, such as accuracy of the item, preferred replacement, and product freshness.

 

   

Competition for Technical Talent. In a survey, more than half of respondents in the grocery industry reported they believe it will be difficult to attract the necessary talent to support digital growth in the next five years.40

 

   

Limited Personalization. Grocers have historically lacked access to a solution to aggregate and analyze data across online and offline channels, provide actionable insights, and help create personalized experiences for customers.

 

   

Lack of Technology Custom-Built for Online Grocery. The industry has historically lacked a unified technology solution built specifically for grocers. With operations spread across multiple products with varying technology capabilities, many grocers struggle to manage their businesses while simultaneously providing a seamless experience for their customers.

 

   

Low Operating Margins and High Fixed Costs. The typical grocery retail operating margin is 6%,41 which is lower than other consumer categories. Many grocery retailers are also burdened by a high fixed cost base that is sensitive to market share gains and losses. We believe these factors, taken together, increase the importance of operational efficiencies and limit most grocers’ ability to deploy capital for digital transformation, which is key for competitive differentiation.

Diverse Consumer Use Cases

Grocery is a large, recurring, non-discretionary, and high frequency consumer category. Americans shop for groceries 1.6 times per week on average,42 spend $438 per month on groceries on average,43 and have a wide

 

38 

In 2019. FMI, Supermarket Facts.

39 

In 2022. Euromonitor, Retail (2023 edition), Fresh Food (2023 edition). Fresh Food retail value RSP in North America in 2022 in USD, including sales tax, current terms, calculated as a percentage of total Grocery Retailers, Food E-Commerce, and Drinks and Tobacco E-Commerce retail value RSP in North America in 2022 in USD, including sales tax, current terms.

40 

McKinsey, The next horizon for grocery e-commerce: Beyond the pandemic bump.

41 

Instacart estimate based on publicly available information of five leading grocers with business in the United States.

42 

In 2022. Statista; based on 2,091 respondents interviewed through online survey.

43 

U.S. Bureau of Labor Statistics; based on consumer expenditures in 2021.

 

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range of brand and retailer loyalties. Given grocery is a non-discretionary expense, it touches a broad demographic of consumers, and value is critical. Urgency varies each time a consumer shops. We categorize consumer shopping occasions as follows:

 

   

Weekly shop is a recurring, planned shop to buy groceries and household items. We believe that weekly grocery shopping represents the largest portion of the market and has historically been the most common consumer use case, balancing the optimal mix of selection, quality, value, and convenience. We started by solving for the weekly shop and have expanded to serve broader needs for our retail partners and their customers.

 

   

Bulk stock-up is a less frequent shop for groceries and household items in large quantities.

 

   

Convenience is a frequent top-up shop to replenish items.

 

   

Special occasion is a planned shop for a known event, like a holiday or a gift, often requiring special items on a tight schedule.

Challenges for CPG Brands

As grocery moves online, CPG brands increasingly need to drive sales through digital channels. Brands have lacked access to a solution that runs a full-funnel marketing strategy purpose-built for online grocery. This is relevant for brands of all sizes, as even the most established brands must maintain mind share as consumers move online or risk being disrupted by emerging digital-first brands. Emerging brands face their own unique challenges in driving discovery through the traditional in-store model. Brands have historically lacked access to omni-channel insights to drive product development decisions, such as which items are selling and what consumers are searching for.

Instacart Technology

We built Instacart to serve the entire grocery ecosystem. The key pillars of our technology are Instacart Marketplace, Instacart Enterprise Platform, and Instacart Ads. Our solutions are underpinned by a shared foundation of technology, infrastructure, data insights, and fulfillment that leverages our scale and expertise specific to the grocery category. Our technology solutions are better together. Instacart Marketplace is the largest online grocery marketplace in North America44 and since our founding has powered more than $100 billion of GTV and over 900 million orders with approximately 20 billion items ordered.45 This scale gives us unique insights into consumer buying behavior, needs, and trends across the entire grocery industry in North America. We then utilize these insights to enhance Instacart Enterprise Platform, ensuring retailers can best meet their customers’ needs across their owned and operated online and physical storefronts. Similarly, Instacart Enterprise Platform enhances Instacart Marketplace, as our deep integration with retailers allows us to expand marketplace capabilities for our customers. For example, as we integrate more deeply with our retail partners, we give them the ability to offer more fulfillment options, get more control over their brand, generate new revenue streams via Carrot Ads and Marketing Solutions, and integrate their own loyalty program.

As we continue to scale and refine our technology and data insights across Instacart Marketplace and Instacart Enterprise Platform, our algorithms also continue to improve to provide significant benefits, including better search results, more intelligent replacements, and more seamless checkout flows, among others. Many of these benefits also enhance the value delivered to our brand partners by enabling more measurable and targeted ads offerings that deliver higher returns for brand partners. This draws more brands to Instacart Ads, which yields benefits for Instacart Marketplace and Instacart Enterprise Platform.

 

44 

Based on GTV generated on Instacart and total grocery sales in 2022.

45 

As of July 31, 2023.

 

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Instacart Marketplace

We launched Instacart Marketplace in 2012 and quickly became the first company to make online grocery shopping affordable and accessible to households across North America. Over the next decade, we built partnerships with more than 1,400 retail banners with more than 80,000 stores serving millions of households with same-day delivery.46 We focused on allowing customers to shop from grocers they trust while creating a differentiated customer experience. Today, through Instacart Marketplace, we help customers find their favorite products, provide an innovative ad business that inspires people to try new brands, connect customers to our dedicated shopper community, and help retailers and customers build deeper relationships. We help retailers serve their customers’ needs as to how and where they want to shop by supporting a wide array of fulfillment options, shopping occasions, and categories.

Instacart Enterprise Platform

Instacart Enterprise Platform is an end-to-end technology solution that powers retailers across all aspects of their business. Our offerings are modular, allowing retail partners to pick and choose which technologies best fit their needs. These solutions work seamlessly together, so retailers can more efficiently integrate with Instacart than they can with multiple separate technologies. Key components of Instacart Enterprise Platform include:

 

   

eCommerce. We power world class eCommerce storefronts for more than 550 retail banners,47 including Publix, Sprouts, and The Fresh Market, and services, from product discovery tools, to merchandising, to different payment models, to loyalty-as-a-service.

 

   

Fulfillment. We help retailers fulfill grocery orders directly from their stores through our community of dedicated shoppers. Retailers — from national and regional retailers to local mainstays — can leverage our fulfillment application programming interfaces, or API, to help fulfill orders that are placed through their owned and operated online storefronts. In most instances, Instacart shoppers pick, pack, and deliver these orders, but retailers can also use our technology to enable orders that are picked and packed by their own employees, or use a combination of the two.

 

   

Connected Stores. Instacart helps retailers create a unified, seamless, and personalized experience across their online and in-store footprints by leveraging technologies like Caper Carts, Scan & Pay, Lists, Carrot Tags, FoodStorm, and Out of Stock Insights.

 

   

Ads and Marketing. Carrot Ads, our enterprise ads offering, brings the best of Instacart Ads to retailers’ owned and operated online storefronts and apps. This opens up new revenue streams for retailers and increases the profitability of online orders. Our retail partners can also utilize our suite of marketing solutions, from self-serve tools to fully customized strategic partnerships, to grow their business by serving targeted promotions to customers.

 

   

Insights. Insights gives retailers near real-time visibility into their operations. By enabling visibility into key metrics like item popularity, inventory levels and availability, order sizes, delivery times, delivery ratings, and sales, Insights helps retailers optimize operations and provide better customer experiences.

Instacart Ads

Instacart Ads combines the best of digital advertising — precision, actionability, and measurability — with the ability to directly move products off the shelves at stores, getting these products into the hands of customers within hours. Because it offers CPG brands a way to reach customers at the point of purchase and within minutes of delivery and consumption, our solution delivers highly measurable and strong ROI across all parts of the customer shopping journey, from awareness to consideration to purchase. We have a wide breadth of advertising

 

46 

As of June 30, 2023.

47 

As of June 30, 2023.

 

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solutions, including sponsored product, display ads, brand pages, and coupons, to meet all of our brand partners’ needs. Instacart Ads also enables brands to learn more about general customer behavior from discovery to purchase, offering valuable insights about how to optimize their advertising spend.

We are not only building our advertising solutions to benefit brands, but also customers and retailers. We believe Instacart Ads delivers a superior shopping experience and improves pricing for customers by giving them access to thousands of deals and discounts, which in turn drives larger average order values for our retail partners. Retailers are also able to leverage Carrot Ads, an Instacart Enterprise Platform product that brings Instacart Ads to retailers’ own eCommerce sites and expands the customer reach available to our brand partners.

Our Strengths

We believe the following strengths represent key strategic advantages for Instacart and have allowed us to build the leading grocery technology company in North America:

 

   

Deep Partnerships with Grocers that Represent more than 85% of the U.S. Grocery Industry. Today, more than 1,400 national, regional, and local retail banners48 that collectively represent more than 85% of the U.S. grocery industry partner with Instacart.49 We believe this represents the broadest selection of grocers on a marketplace in North America, providing customers with a superior online grocery shopping experience. Beyond Instacart Marketplace, we also power many of our retail partners’ owned and operated online storefronts through Instacart Enterprise Platform, positioning us as an increasingly integral part of our retail partners’ future growth.

 

   

Trusted Technology Partner to the Grocery Industry. We are investing more in technology custom-built for online grocery than any single grocer could on their own. Our machine learning algorithms process billions of data points each day to optimize a range of decisions and tasks, including basket building, merchandising, replacements, personalization, ads quality, demand forecasting, order fulfillment, shopper fleet mobilization, dispatching, and routing. Whenever a relevant new technology emerges, we look at how to adapt this technology for the specific needs of the grocery industry and make it available to our retail partners in short order — both online and in-store. We believe this incentivizes grocers to partner with Instacart, as they know that our technology will enable them to transform their businesses and enhance omni-channel customer experiences. Because we do not own inventory, we do not compete with our retail partners. We believe this combination puts us in a unique position to foster greater trust between grocers and Instacart, making us the preferred technology partner.

 

   

Scale Benefits for Instacart as well as Our Retail Partners and Brands. We believe that we have the greatest breadth of grocer relationships with over 1,400 retail banners that operate more than 80,000 stores.50 Since our founding, we have fulfilled over 900 million orders,51 a scale that is necessary to realize the operational expertise and efficiencies that drive profitability and underpin our attractive financial model. Our scale also allows us to offer our customers the best selection, quality, value, and convenience, which attracts more customers and drives higher engagement. This results in more orders and increased customer wallet share for our retail partners, driving compelling economics for both retailers and Instacart. When brands advertise with us, they can reach their target audience more efficiently and at greater scale than is possible through other online channels.

 

   

Synergies from the Unique Combination of Marketplace and Enterprise Platform. We create powerful synergies by combining Instacart Marketplace and Instacart Enterprise Platform. Our high-intent

 

48 

As of June 30, 2023.

49 

Based on total grocery sales in 2022, excluding alcohol sales. CSG.

50 

As of June 30, 2023.

51 

As of July 31, 2023.

 

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customers, their deep engagement with our marketplace, and our deep understanding of customer shopping behavior and preferences enable us to develop the best enterprise technology solutions to serve the grocery industry. We leverage aggregated and anonymized data generated through Instacart Marketplace to continuously enhance our enterprise offerings and help our retail partners best meet their customers’ demands. In turn, as we continue to improve our enterprise offering and deepen our partnerships with retailers, our retail partners benefit from enhanced marketplace capabilities such as the ability to offer more fulfillment options, get more control over their brand, generate new revenue streams via Carrot Ads and Marketing Solutions, and integrate their own loyalty program. Our deeply integrated solutions provide a seamless and unmatched omni-channel experience for both our retail partners and our customers.

 

   

Breadth and Diversity of Grocery Use Cases. Instacart allows customers to place orders across a variety of use cases. For retailers, we enable them to offer customers a full range of fulfillment options, from on-demand delivery in as fast as 30 minutes to two hours or next day. Our model is flexible and efficient, which allows us to help retailers serve all use cases of grocery, unlike other players that tend to focus on serving a particular use case. Because we serve this breadth of use cases, we are a better partner to retailers by helping them address consumer needs and drive engagement and a better partner to brands by creating more diverse and actionable advertising opportunities.

 

   

Ads Offerings that Combine Online Performance with the Ability to Move Products Off Shelves. Our grocery expertise has enabled us to build differentiated advertising solutions and tools that allow CPG brands to reach and engage with high-intent customers at the point of purchase and within minutes of delivery and consumption. With our unique customer data and insights, we provide differentiated analytics for brands, allowing them to better optimize their advertising spend and grow their wallet share.

 

   

Capital Efficient, Flexible Model. Our technology helps retail partners expand the consumer use cases and fulfillment options they offer using their existing store footprints. This allows retailers to transition from a brick-and-mortar business to a complete omni-channel offering within weeks, and for us to seamlessly add new retail partners to Instacart without significant capital investments or the need to take on any inventory risk. Our capital efficiency enables us and our retail partners to react quickly to changes in the industry and consumer preferences.

 

   

Compelling Financial Model Based on Shared Success. Our technology helps drive growth and strengthen operational efficiencies for our retail partners, which in turn strengthens Instacart’s financial model. For example, our technology helps retail partners expand the consumer use cases and fulfillment options they offer. This drives new customer acquisition and greater customer engagement, resulting in growth for retailers, CPG brands, and Instacart. Our ads offerings not only provide high marketing ROI and drive incremental sales for our brand partners, but our retail partners also benefit from CPG brands’ incremental sales, whether the consumer is shopping on Instacart Marketplace or retailers’ owned and operated online storefronts powered by Instacart Enterprise Platform. In turn, we believe the success of our brand partners and retail partners increases highly profitable advertising and other revenue on Instacart, improving our unit economics. The success of our partners enables them to deliver a superior shopping experience for customers, who become more engaged and more valuable, benefiting all constituents in our ecosystem and driving our financial success. As a result, over the long term, we believe we can drive profitable growth with a focus on improving operating leverage.

 

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Our Value Proposition

For Retailers

 

   

End-to-End Technology Solution Custom-Built for Online Grocery

 

   

Instacart powers eCommerce, fulfillment, and customer and shopper care for all of our retail partners through Instacart Marketplace. Instacart Enterprise Platform, our end-to-end technology solution, supports our retail partners on their owned and operated online storefronts through offerings like storefronts and mobile apps, fulfillment solutions, ads offerings, in-store technologies, and business insights. Whenever a relevant new technology emerges, we look at how to adapt this technology for the specific needs of the grocery industry and make it available to our retail partners in short order.

 

   

Our solutions are better together. Our enterprise solutions benefit from unique consumer and market insights that only a scaled marketplace can access. These insights inform the product development of our enterprise offerings. In turn, Instacart Enterprise Platform solutions allow for a deeper integration with retailers’ operations, and this provides retailers with more capabilities on Instacart Marketplace.

 

   

Our technology is modular, meaning retailers can use all of our offerings for a seamlessly integrated solution, or they may choose to select technologies à la carte, depending on which best fit their needs.

 

   

Advertising Capabilities. Retailers can leverage our ads offerings through their owned and operated online storefronts powered by Instacart Enterprise Platform. We allow retailers to benefit from the scale advantages of Instacart Ads. By allowing retailers to use our turn-key ads offerings, they can avoid time and financial investment associated with building ad technology and sales. Additionally, our suite of marketing solutions, from self-serve tools to fully customized strategic partnerships, enables retailers to grow their businesses by serving targeted promotions to customers. Retailers can use these tools to advertise across various surfaces of Instacart Marketplace, as well as through different media channels, regardless of size or budget.

 

   

Customer Access. We help retailers reach millions of customers — consumers and businesses alike. We generate meaningful incremental sales for our retail partners through Instacart Marketplace and help retailers meet online demand wherever customers are. We believe pickup generates incremental foot traffic and higher sales by providing customers with the ability to browse items, place orders wherever they are, and pick up their basket directly from local retailers. We also enable retailers to drive loyalty and engagement through branded online shopping experiences, personalization, and our membership program, Instacart+.

 

   

Breadth of Shopping and Fulfillment Options. We have expanded across in-store, delivery, and pickup to help retailers offer a variety of fulfillment methods and speeds and address different shopping occasions and consumer categories. Because customers use different options based on the occasion, we help retailers offer a full portfolio of omni-channel eCommerce options.

 

   

Ability to Drive Operational Efficiencies. We are able to provide a lower cost of fulfillment for retailers due to efficiencies primarily driven by our scale and frequency of large orders. We help fulfill millions of orders every week, with many large orders coming into a single location at a given time. Shoppers can leverage our technology-backed picking and batching abilities to efficiently fulfill these orders. We believe this allows retailers to improve operating efficiencies and reduce costs without compromising the customer experience.

 

   

Seamless Onboarding and Depth of Integration. We designed our technology to enable retailers’ transition from a brick-and-mortar business to a complete omni-channel offering within weeks. This process includes ingesting data on tens of thousands of products, enriching that baseline data with additional information for online merchandising, and optimizing item availability on retailers’ owned and operated online storefronts using our proprietary algorithms. Our enterprise solutions can integrate

 

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with existing operations to allow our retail partners to maintain existing loyalty and promotion programs. We help retailers optimize all aspects of their business by establishing data pipelines to help inform retailers’ store operations, merchandising, and marketing strategies. We also integrate physically in retailers’ stores including setting up dedicated staging areas to fulfill orders and a streamlined checkout process.

 

   

Dedicated Support. We have teams of account managers who focus on helping retailers succeed. These relationships include deep involvement with operational initiatives like store planning and optimizing eCommerce fulfillment and data interpretation on key metrics such as in-store inventory levels.

For Customers

 

   

Selection. On Instacart Marketplace, a typical customer will see over 50 retail banners available on average on our mobile app or website, ranging from national chains to regional and local retailers.52 Instacart Marketplace provides customers with a new way to shop over a million unique products all in one place sold by their favorite retailers, who can offer their full grocery catalogs of over tens of thousands of SKUs on Instacart.

 

   

Breadth of Use Cases. We meet the customer wherever they want to shop, however they want to shop, across many use cases and fulfillment options whether for personal or business needs. For certain customers who want quick delivery, we have continued to invest in our fulfillment technology to shorten delivery times without compromising quality and customer experience.

 

   

Reclaim Time. Consumers who shop in-store spend on average approximately 60 hours per year shopping for groceries, in addition to time spent commuting to and from stores.53 Across our entire footprint, customers can place an order in minutes and specify convenient delivery or pickup windows. Our in-store offerings also help customers save time and enjoy a seamless shopping experience. For example, our AI-powered Caper Carts in select stores allow customers to bag products as they shop, navigate the store efficiently, connect to their shopping lists, and self-checkout right from the cart.

 

   

Value. We feature discount grocers on Instacart, offer EBT SNAP payments from more than 120 retail banners across more than 10,000 stores in the United States,54 and run exclusive coupons and benefits for tens of thousands of items that are all easily discoverable through “Stores to Help You Save” on our Marketplace home screen and the Deals tab. We leverage AI and machine learning to personalize the experience, including by showing customers targeted discounts based on past orders and highlighting more affordable options to price-conscious customers.

 

   

Member Benefits. With Instacart+, we provide customers with a membership program that lowers the cost of online grocery through waived delivery fees, lower service fees, and credit back on eligible pickup orders. On average, Instacart+ members enjoy more than $30 of monthly savings with these membership benefits compared to customers without Instacart+.55 In the first six months of 2023, Instacart+ members represented $8,533 million, or 57%, of our total GTV, including order costs and fees paid by Instacart+ members. On average, Instacart+ members have shopped at more than twice as many retail banners since joining Instacart than non-members.56 The greater engagement of Instacart+ members grows over time, with an Instacart+ member generating on average 6.2 times more GTV

 

52 

Instacart estimate based on the weighted average number of retail banners per monthly active orderer by geographic zone for the quarter ended June 30, 2023.

53 

Instacart estimate based on the average number of shopping trips per week and the average time spent shopping in-store per shopping trip in the United States in 2022.

54 

As of June 30, 2023.

55 

For the quarter ended June 30, 2023.

56 

As of June 30, 2023.

 

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compared to a non-member in a five-year period.57 We had approximately 4.6 million and 5.1 million Instacart+ members as of June 30, 2022 and 2023, respectively.58

 

   

Personalization. Our personalization capabilities are underpinned by the hundreds of millions of large basket orders we have completed over the past decade, and they improve the more customers interact with Instacart, making it easier for us to power better personalization. As customers browse our selection and place orders, we continue to refine our understanding of customer tastes and preferences. This allows us to tailor new item recommendations and promotional coupons, make replacements that fit our customers’ needs when items are out of stock, and suggest “buy-it-again” items. We leveraged all of these insights to launch Ask Instacart, our generative AI tool, to be a thought partner for customers and help them further personalize their shopping.

 

   

Quality. We have invested significant resources to make shopping online seamless, from improving search results to offering produce by the unit versus the pound to ensuring timely deliveries. We make it easy for customers and shoppers to chat, and our proprietary algorithm suggests high-quality replacements when needed. We also provide customer service to ensure every order meets the needs of our customers and delivers a high-quality experience.

For Brands

 

   

High ROI. We drive incremental sales for advertisers through our online advertising products purpose-built for grocery. We estimate that on average, our ads deliver more than a 15% incremental sales lift, and in some cases twice that, for our brand partners.59 Our Sponsored Product ads offering, which uses a second-price cost-per-click auction, enables ads for relevant products to appear throughout the customer journey on Instacart. Our solutions offer optimized bidding to help maximize sales and budget pacing, among many other features to drive higher ROI. Our data and insights dashboard provides advertisers with the comprehensive overview of customer behavior they need to maximize return on their spend. We help brands target the fastest growing segment of the grocery market, given retailers that partner with Instacart have generally grown their online sales faster than the market since 2018.

 

   

High-Intent Customers. We offer brands a differentiated opportunity to influence purchase behavior of high-intent customers and drive market share gains. In the second quarter of 2023, we helped customers discover over 180 million items through recommendations. Our customers order over 1.2 billion items each quarter, which underscores the large opportunity that brands have to reach customers.60

 

   

Actionability and Immediacy. CPG brands are seeking more opportunities to connect digital advertising investments directly to sales impact. Instacart Ads offers CPG brands an opportunity to move products off of store shelves as a direct result of their ads on Instacart. We help them advertise their products in a way that can enable an immediate purchase that can be delivered to the customer within hours or even minutes. The real-time nature of purchase and consumption allows brands to optimize their targeting and messaging to achieve compelling returns on investment.

 

   

Self-Service Management. CPG brands can use our self-service Ads Manager to create, manage, monitor, and optimize their ad campaigns on Instacart, and can choose to streamline eCommerce campaign management with API partners utilizing our API integration.

 

   

First-Party Data. To power Instacart Ads, we use first-party data collected through a customer’s activities on Instacart, including browsing, searching, purchasing, and choosing replacements. This

 

57 

Instacart+ GTV is based on average cumulative GTV from paying Instacart+ monthly active orderers for the January 2017 through June 2018 monthly customer cohorts over a five-year period following each customer’s first order on Instacart.

58 

Includes paying Instacart+ members only and excludes free trial members. Fluctuations in the number of Instacart+ members are not necessarily indicative of changes in our financial performance or contribution of Instacart+ members to GTV or orders over time.

59 

Based on internal tests run across all brand partners using our Sponsored Product ads offering in the quarter ended June 30, 2023 and individual tests run for select brands or types of brands.

60 

For the quarter ended June 30, 2023.

 

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gives us control over the data we use to optimize the performance of our ads offerings without reliance on third-party data that is susceptible to significant privacy and data sharing regulations.

 

   

Measurability. Since we leverage first-party data, our brand partners are able to measure ROI and performance with greater accuracy and better understand the value of advertising on Instacart and how their spend drives purchases.

 

   

Impactful Insights. We provide our brand partners with actionable customer insights that are not available via traditional distribution channels, including their basket penetration, category share, and parent company and brand-level sales on Instacart. Brands are able to leverage this anonymized and aggregated data to expand their reach, drive sales with effective targeting, and optimize their advertising spend.

 

   

Broad Solution Set. We offer a broad set of solutions — from organic discovery of products through our search engine, to sponsored search ad products, paid placements through our display ads, and promotions. Our solutions create more value for our entire ecosystem by providing product discovery and savings for customers and helping drive larger average order values for our retail partners. Our unique data insights have also allowed us to build a powerful recommendation system and inspire customers to try new items and products on Instacart Marketplace.

 

   

Nationwide Retailer Scale. Instacart provides brands with a single channel to optimize their portfolio of advertising spend across nearly the entire base of retailers on Instacart. Rather than managing hundreds of individual retailer accounts like they do offline, brands can scale and optimize their online spend in one centralized location.

For Shoppers

 

   

Earnings Potential. Since our founding, shoppers have earned over $15 billion on Instacart.61 We provide shoppers with tools to manage their earnings, providing estimated earnings for an individual batch. We also implemented a number of measures to increase and protect shopper earnings and offer Instant Cashout so shoppers can choose to withdraw earnings instantly or accumulate earnings for payout on a weekly cycle.

 

   

Flexibility. Shoppers can start earning with simply a mobile device and a car. We equip shoppers with information so they can choose which batches they want to accept based on the characteristics of that batch, including the retailer, estimated effort, items, distance, potential earnings, and estimated customer tip upfront. Shoppers can accept any batch they want to shop, and they are never penalized for choosing not to accept a batch. Shopping with Instacart is differentiated from other flexible alternatives, like rideshare or restaurant delivery, because nearly half of the time is spent in-store and the work can often be done throughout the day. Instacart offers shoppers a guaranteed minimum batch payment that we believe is attractive relative to others in the industry and also offers first-of-its-kind tip protection,62 covering a tip up to $10 if a customer chooses to remove their tip after delivery without reporting an issue with the order.

 

   

Safety and Care. We have always prioritized the care and safety of the shopper community. We facilitate shopper injury protection and offer in-app safety features such as safety alerts, incident reporting, and the ability to contact emergency services directly through the app.

 

   

Technology Tools. We make a variety of resources available to help shoppers enhance the efficiency of their work. Our batching algorithm helps shoppers maximize earnings by taking multiple orders at once, while our routing algorithm optimizes a shopper’s path to, through, and from the store.

 

61 

As of June 30, 2023.

62 

Among select digital-first platforms.

 

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Incentives. We recognize hard work and reward shoppers with impactful incentives, such as priority access to batches, gas savings, recognition in the customer app, and discounted backup care, that help them stand out to their customers, increase their access to earnings, and reach their personal goals.

Grow the Pie

At Instacart, one of our core values is to “Grow the Pie” for each of our key constituents: retailers, customers, brands, and shoppers. We believe that every Instacart order represents a success for each of them. As our constituents succeed, so do we, and the entire ecosystem benefits from powerful network effects.

 

   

Retailers recognize the significant value we provide by enabling new use cases and fulfillment options across consumer and business needs and through our end-to-end technology solution, unlocking greater growth and efficiencies. As retailers improve their omni-channel operations, they are able to reach more customers and bring new brands into their portfolio to meet the needs of this broader audience.

 

   

Customers appreciate being able to shop online with their favorite national, regional, and local retailers, across use cases, desired speeds, and payment methods, through an intuitive and personalized experience. Satisfied customers will continue to order on Instacart, driving more earnings opportunities for shoppers and more sales for retailers and brands.

 

   

Brands can drive high ROI on their ad spend due to our deep understanding of customer shopping behavior and preferences. Effective advertising leads to larger average order values for retailers, deals and discounts for customers, and deeper brand affinity. Advertising revenue allows us to charge lower fees, helping retailers’ bottom line and reducing order costs for customers. Lower fees make ordering online more appealing for customers, resulting in a higher frequency of usage.

 

   

Shoppers benefit from strong customer activity through more flexible earnings opportunities and value the opportunity to earn additional income. As more shoppers join Instacart, availability and speed will continue to improve for customers, which in turn will likely increase the frequency and number of purchases of goods from retailers and brands.

Our Growth Strategies

We plan to continue to grow by delivering the best online grocery experience to more customers, increasing the number of retailers we partner with and deepening our relationships with existing retail partners, and increasing our advertising revenue.

 

   

Attract New Customers and Expand Use Cases. We will continue to help retail partners capture new customers as consumer behaviors and preferences shift. We are focused on the following avenues to achieve this:

 

   

Grow Online Penetration. We plan to invest in incentives, performance and brand marketing, and partnerships to grow our customer base and expand the online grocery market.

 

   

Expand Omni-Channel Offerings. We began with delivery but have since introduced pickup and in-store capabilities. To enhance the in-store experience, we offer AI-powered Caper Carts in select stores to help customers easily navigate stores and check themselves out without manually scanning items. We plan to continue to invest in new fulfillment and in-store options.

 

   

Introduce New Use Cases and Broaden Selection. We will continue to broaden grocery shopping occasions. We will also expand into grocery-adjacent verticals to meet changing consumer demands and tailor our offering for additional shopping use cases, like Instacart Business, our solution designed for customers shopping for their businesses.

 

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Increase Access. We strive to make online grocery shopping accessible and affordable. We will continue to offer a wide range of fulfillment options, including pickup, no rush delivery, and next day delivery, that are more affordable relative to other fulfillment options. We will continue to work with our brand partners to expand our offerings of exclusive coupons and deals and with retailers to offer item price parity to their physical stores and retailer loyalty program benefits whenever possible. We will leverage partnerships to augment these savings and deals through mechanisms like cashback and trial Instacart+ memberships. We also offer diverse payment types, such as EBT SNAP and recent initiatives like Fresh Funds through Instacart Health, our solution designed to make it easier for payers, providers, employers, and non-profits to fund the cost of nutritious food and prescribe food to patients, to increase the accessibility of Instacart for more households.

 

   

Grow Instacart+. We will continue to invest in Instacart+, our membership program, to drive greater customer engagement. We plan to increase adoption of Instacart+ to deliver savings back to our most loyal customers.

 

   

Expand AI Applications. We believe we are well positioned to lead AI product innovation in the online grocery space and further increase engagement on Instacart. We have a robust machine learning foundation with a large amount of unique data across our retailers, product catalog, and customers. We intend to leverage this data to continue to develop AI models for deep personalization and a better customer experience. With the rapid innovation in generative AI, we believe we can create new personalized, inspirational, value-driven shopping experiences that enrich our customers’ relationship with food and how they engage with the retailers and brands they love.

 

   

Deepen Our Offerings to Retailers. We plan to continue to help retailers grow by enabling new use cases and broadening the capabilities of our technology solutions. We are focused on the following strategies to achieve this:

 

   

Expand Use Cases and Capabilities. We plan to continue to help retailers grow by enabling new use cases and broadening the capabilities of our technology solutions. We have successfully done so when we launched pickup solutions, EBT SNAP payments, virtual convenience, and AI product experiences for retailers on both Instacart Marketplace and on retailers’ owned and operated online storefronts powered by Instacart Enterprise Platform.

 

   

Pursue Opportunistic Acquisitions. We plan to pursue next-generation technologies via organic and inorganic opportunities. To complement our internal development, we will look to make opportunistic acquisitions that bolster our technology solutions and key capabilities like we have successfully done with Caper, which offers AI-powered shopping carts and countertops for a seamless in-store check-out experience, FoodStorm, which offers a SaaS order management system that powers end-to-end online order ahead and catering capabilities for grocery retailers, Eversight, which offers AI-powered technology to create compelling savings opportunities for customers in real-time, and Rosie, which provides eCommerce storefront experiences specifically for local, independent retailers.

 

   

Extend Our Technology Beyond Grocery. The suite of offerings we have built for grocery is also extensible to other categories of retailers, and over time, we anticipate that we will partner with a greater number of non-grocery retailers.

 

   

Pursue International Opportunities. We believe that we have built a set of unique technologies that all grocers worldwide could benefit from, and over the long term, we intend to leverage our technology and existing partnerships to expand our business internationally.

 

   

Increase Brand Success and Support Emerging Brands. We will continue to build ads offerings to provide brand partners with new ways to connect with customers shopping online. We are focused on the following strategies to achieve this:

 

   

Increase Advertising and Other Investment Rate. Since launching our ads offering, we have seen strong adoption by our brand partners. Increasing advertising and other investment rate

 

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will come from existing brands spending more with us, acquisition of new advertisers as we expand ads offerings availability across new categories, and growing sales for emerging brands and non-food categories that have higher advertising budgets.

 

   

Add More Emerging Brands. Emerging brands have a high desire to invest as they look to grow brand awareness and engage with customers. We are focused on expanding our ads offerings and building solutions to help emerging brands get discovered on the virtual shelf through features such as shoppable display units and brand pages, along with insights to understand growth of their brands on Instacart.

 

   

New Ads Offerings. We will continue to build our display ads offerings to include rich media discovery opportunities for our brands to reach customers in new and impactful ways, including collections of shoppable products brand pages to serve as destinations for on- and offsite media. We will also continue to invest in optimization and measurement capabilities to align with brands’ objectives across the marketing funnel, building on recently launched capabilities like optimized bidding to help to maximize sales.

 

   

Expand Our Advertising Technology to More Retailers’ Sites. We are investing to expand Instacart Ads to retailers’ owned and operated online storefronts through Instacart Enterprise Platform. In 2021, we launched Carrot Ads, which helps our retail partners capture new monetization opportunities while broadening advertiser reach to millions of new customers via additional relevant placements on retailers’ owned and operated online storefronts.

Risk Factors Summary

Investing in our common stock involves numerous risks, including the risks described in the section titled “Risk Factors” and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Below are some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects.

 

   

We have experienced rapid growth, operational and strategic expansion, and related impacts to margin and profitability in recent periods. Such historical trends, including growth rates, may not continue in the future.

 

   

We have a history of losses, and we may be unable to sustain profitability or generate profitable growth in the future.

 

   

We have a limited history operating our business at its current scale, scope, and complexity in an evolving market and economic environment, which makes it difficult to plan for future operations and strategic initiatives, predict future results, and evaluate our future prospects and the risks and challenges we may encounter.

 

   

If we fail to cost-effectively acquire new customers or increase the engagement of our existing customers, including through effective marketing strategies, our business would be harmed.

 

   

The success of our business is dependent on our relationships with retailers. The loss of one or more of our retail partners or reduction in their engagement with Instacart could harm our business.

 

   

We are still in the early stages of building our Instacart Ads offerings. If we fail to grow our advertising revenue, our business, financial condition, and results of operations would be negatively impacted.

 

   

The markets in which we participate are highly and increasingly competitive, with well-capitalized and better-known competitors, some of which are also partners. If we are unable to compete effectively, our business and financial prospects would be adversely impacted.

 

   

If we fail to cost-effectively engage shoppers on Instacart, or attract and retain shoppers, our business could be harmed.

 

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The COVID-19 pandemic had a significant impact on our business, and there is uncertainty regarding its future impact and the impact of any future public health outbreaks on our business, operations, and the markets and communities in which we, consumers, retailers, brands, and shoppers operate.

 

   

Mergers or other strategic transactions by competitors or retailers could weaken our competitive position and adversely affect our business.

 

   

The failure to achieve increased market acceptance of online grocery shopping and our offerings could seriously harm our business.

 

   

If the contractor status of shoppers who use Instacart is successfully challenged, or if additional requirements are placed on our engagement of independent contractors, we may face adverse business, financial, tax, legal, and other consequences.

 

   

The trading price of our common stock may be volatile and could, upon listing on the Nasdaq Global Select Market, or Nasdaq, decline significantly and rapidly.

 

   

An active, liquid, and orderly market for our common stock may not develop or be sustained. You may be unable to sell your shares of common stock at or above the price at which you purchased them.

Channels for Disclosure of Information

Following the closing of this offering, we intend to announce material information to the public through filings with the SEC, the investor relations page on our website (www.instacart.com/company), press releases, public conference calls, and public webcasts.

The information disclosed through the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Corporate Information

We were incorporated as Maplebear Inc. in Delaware in 2012, and we do business as Instacart. Our co-founders are Apoorva Mehta, Max Mullen, and Brandon Leonardo. Our principal executive offices are located at 50 Beale Street, Suite 600, San Francisco, California 94105. Our telephone number is (888) 246-7822. Our website address is www.instacart.com/company. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

Our design logos, “Maplebear,” “Instacart,” and our other registered or common law trademarks, service marks or trade names appearing in this prospectus are the property of Maplebear Inc. or its affiliates. Other trade names, trademarks, and service marks used in this prospectus are the property of their respective owners.

 

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The Offering

 

Common stock offered by us

14,100,000 shares

 

Common stock offered by the selling stockholders

7,900,000 shares

 

Option to purchase additional shares of common stock offered by us

3,300,000 shares

 

Common stock to be outstanding after this offering

276,653,464 shares (or 279,953,464 shares if the underwriters exercise their option to purchase additional shares of common stock from us in full)

 

Concurrent private placement

PepsiCo, Inc., or the Preferred Stock Investor, has entered into an agreement with us pursuant to which it has agreed to purchase $175 million of our Series A redeemable convertible preferred stock, or the Series A Preferred Stock, in a private placement. The Series A Preferred Stock will have a conversion price equal to $30.00, the initial public offering price per share set forth on the cover page of this prospectus, and will be redeemable or convertible under certain circumstances. See the section titled “Description of Capital Stock–Series A Preferred Stock.” The Series A Preferred Stock will not confer any voting rights to the Preferred Stock Investor. The private placement is contingent upon, and scheduled to close immediately subsequent to, the closing of this offering, subject to the satisfaction of certain additional conditions to closing. Goldman Sachs & Co. LLC, one of the underwriters, is acting as placement agent in connection with the private placement and will receive a placement agent fee equal to 1.5% of the total purchase price of the shares of Series A Preferred Stock sold in the private placement. See the section titled “Concurrent Private Placement.”

 

Use of proceeds

We estimate that our net proceeds from the sale of our common stock in this offering and the Series A Preferred Stock in the concurrent private placement will be approximately $563.8 million (or $657.4 million if the underwriters exercise their option to purchase additional shares of common stock from us in full), based on the initial public offering price of $30.00 per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering and the placement agent fee and estimated issuance costs in connection with the concurrent private placement. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

We intend to use the net proceeds we receive from this offering and the concurrent private placement, together with existing cash and cash equivalents, if necessary, to satisfy all of our anticipated tax

 

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withholding and remittance obligations related to the settlement of certain outstanding restricted stock units, or RSUs, the repurchase and cancellation of shares of outstanding restricted stock, and the net exercise of certain outstanding stock options in connection with this offering. We intend to use any remaining net proceeds from this offering and from the concurrent private placement for general corporate purposes, including working capital, operating expenses, and capital expenditures. We may also use a portion of any remaining net proceeds for acquisitions of, or strategic investments in, complementary businesses, products, services, or technologies, although we do not currently have any agreements or commitments to enter into any material acquisitions or investments. Additionally, as part of our broader capital allocation strategy, we may consider utilizing excess cash for opportunistic share repurchases from time to time. Any future determination regarding such repurchases, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including market conditions, our financial position, any contractual restrictions, capital requirements, business prospects, any resulting taxes, and other factors that we and our board of directors may deem relevant. We cannot guarantee that any share repurchases would occur, and we currently do not have any commitments to conduct any share repurchases. See the section titled “Use of Proceeds” for additional information.

 

Risk factors

See the section titled “Risk Factors” and the other information included elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

 

Nasdaq trading symbol

“CART”

 

Directed share program

At our request, the underwriters have reserved up to 5% of the shares of common stock offered by this prospectus for sale at the initial public offering price per share of $30.00 through a directed share program to certain persons identified by management, which may include certain members of our board of directors. The number of shares of common stock available for sale to the general public will be reduced by the number of reserved shares sold to these individuals. Any reserved shares not purchased by these individuals will be offered by the underwriters to the general public on the same basis as the other shares of common stock offered by this prospectus. See the section titled “Underwriting—Directed Share Program.”

 

Indications of interest

Norges Bank Investment Management, a division of Norges Bank, and entities affiliated with TCV, Sequoia Capital, D1 Capital Partners, L.P., and Valiant Capital Management, which we refer to collectively as the cornerstone investors, have indicated an interest, severally and not jointly, in purchasing shares of common stock in an aggregate amount of up to approximately $400 million in this offering at the initial public offering price per share and on the same terms as the other purchasers in this offering. Sequoia Capital and D1 Capital

 

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Partners are significant stockholders and affiliates of members of our board of directors. Because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer, or no shares to any of the cornerstone investors, and any of the cornerstone investors could determine to purchase more, fewer, or no shares in this offering. The underwriters will receive the same underwriting discounts and commissions on these shares as they will on any other shares sold to the public in this offering.

The number of shares of common stock that will be outstanding after this offering is based on 262,553,464 shares of our common stock outstanding as of June 30, 2023 (after giving effect to the Exchangeable Share Conversion, the Preferred Stock Conversion, the RSU Net Settlement, the RSA Cancellation, the Option Net Exercise, the Option Cash Exercise, and the Warrant Net Exercise, each as defined below), and excludes:

 

   

20,454,965 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of June 30, 2023, with a weighted-average exercise price of $8.46 per share (after giving effect to the Option Net Exercise and the Option Cash Exercise);

 

   

35,855,790 shares of our non-voting common stock issuable in connection with the vesting and settlement of RSUs outstanding as of June 30, 2023 subject to service-based, market-based, and/or liquidity event-based vesting conditions, for which (i) the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part but (ii) the service-based and/or market-based vesting conditions were not satisfied as of June 30, 2023 (the service-based and/or market-based vesting conditions for 5,668,791 of these RSUs will be satisfied, and additional shares of our non-voting common stock will be issued, in connection with the Additional RSU Net Settlement, as defined below);

 

   

1,281,449 shares of our non-voting common stock issuable in connection with the vesting and settlement of RSUs granted after June 30, 2023 subject to service-based and liquidity event-based vesting conditions, for which the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part (the service-based and/or market-based vesting conditions for 400 of these RSUs will be satisfied, and additional shares of our non-voting common stock will be issued, in connection with the Additional RSU Net Settlement);

 

   

5,833,333 shares of our common stock issuable upon the conversion of the Series A Preferred Stock (assuming all shares of Series A Preferred Stock are converted into shares of common stock at the conversion price of $30.00 per share, the initial public offering price per share set forth on the cover page of this prospectus, and based on an initial stated value of $175 million);

 

   

114,875,120 shares of our common stock reserved for future issuance under our 2023 Equity Incentive Plan, or the 2023 Plan, which became effective upon the effectiveness of the registration statement of which this prospectus forms a part, consisting of 14,300,000 new shares plus the number of shares (not to exceed 100,575,120 shares) (i) that remained available for grant of future awards under our 2018 Equity Incentive Plan, or the 2018 Plan, at the time the 2023 Plan became effective, which shares ceased to be available for issuance under the 2018 Plan at such time, and (ii) any shares underlying outstanding stock awards granted under our 2013 Equity Incentive Plan, or the 2013 Plan, or the 2018 Plan that expire, or are forfeited, cancelled, withheld, or reacquired; and

 

   

7,000,000 shares of our common stock reserved for future issuance under our 2023 Employee Stock Purchase Plan, or the ESPP, which became effective upon the effectiveness of the registration statement of which this prospectus forms a part.

 

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Our 2023 Plan and ESPP provide for annual automatic increases in the number of shares reserved thereunder. See the section titled “Executive Compensation—Equity Plans” for additional information. We have not authorized any offerings under the ESPP as of the date of this prospectus.

In addition, except as otherwise indicated, all information in this prospectus assumes:

 

   

the automatic exchange of all outstanding exchangeable shares of our subsidiary, Aspen Merger Corp., or Aspen, into 688,787 shares of our non-voting common stock in connection with the effectiveness of the registration statement of which this prospectus forms a part, which we refer to as the Exchangeable Share Conversion;

 

   

the net issuance of 14,633,956 shares of our non-voting common stock in connection with the vesting and settlement of certain RSUs outstanding as of June 30, 2023 subject to service-based, market-based, and/or liquidity event-based vesting conditions, for which (i) the service-based vesting condition and the market-based vesting condition, as applicable, were fully or partially satisfied as of June 30, 2023 and (ii) the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part, after giving effect to the withholding of 12,977,282 shares of our non-voting common stock to satisfy the associated estimated tax withholding and remittance obligations (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate), which we refer to as the RSU Net Settlement;

 

   

in addition, for certain additional RSUs outstanding as of or granted after June 30, 2023 subject to similar vesting conditions, for which (i) the service-based and/or market-based vesting condition, as applicable, were fully or partially satisfied on or before August 15, 2023 but after June 30, 2023 and (ii) the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to issue 3,004,671 shares of non-voting common stock upon the vesting and net settlement of such RSUs, after giving effect to the withholding of 2,664,520 shares of common stock to satisfy the associated estimated tax withholding and remittance obligations (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate), which we refer to as the Additional RSU Net Settlement. However, except as otherwise indicated, the information in this prospectus does not assume the vesting of these additional RSUs and the related net issuance of these additional shares of common stock;

 

   

for 281,250 shares of our non-voting restricted stock outstanding as of June 30, 2023 subject to service-based and liquidity event-based vesting conditions, for which (i) the service-based vesting condition was partially satisfied as of June 30, 2023 and (ii) the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part, the repurchase and cancellation of 132,188 shares of such non-voting restricted stock in connection with the vesting of such non-voting restricted stock to satisfy the associated estimated tax withholding and remittance obligations (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate), which we refer to as the RSA Cancellation;

 

   

in addition, for 28,125 additional shares of our non-voting restricted stock outstanding as of June 30, 2023 subject to similar vesting conditions, for which (i) the service-based vesting condition was partially satisfied on or before August 15, 2023 but after June 30, 2023 and (ii) the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to repurchase and cancel an additional 13,219 shares of such non-voting restricted stock in connection with the vesting of such non-voting restricted stock to satisfy the associated estimated tax withholding and remittance obligations (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate), which we refer to as the Additional RSA Cancellation. However, except as otherwise indicated, the information in this prospectus does not assume the vesting of these additional shares of non-voting restricted stock and the related repurchase and cancellation of a portion of such shares;

 

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the net exercise of options to purchase 9,201,168 shares of our common stock in connection with this offering, with a weighted-average exercise price of $5.99 per share, which will result in the net issuance of 4,197,340 shares of common stock, after giving effect to the withholding of 5,003,828 shares of common stock underlying such options to satisfy the associated estimated tax withholding and remittance obligations and the aggregate exercise price (based on the initial public offering price of $30.00 per share and an assumed 43% tax withholding rate), which we refer to as the Option Net Exercise;

 

   

the cash exercise of 254,000 shares underlying an option to purchase shares of our voting common stock, with an exercise price of $3.79 per share for total gross proceeds to us of approximately $1.0 million, by a selling stockholder in connection with the sale of all or a portion of such shares by such selling stockholder in this offering, as described in the section titled “Principal and Selling Stockholders,” which we refer to as the Option Cash Exercise;

 

   

the net exercise of a warrant to purchase 7,431,530 shares of our non-voting common stock in connection with this offering, with an exercise price of $18.52 per share, which will result in the net issuance of 2,843,774 shares of common stock, after giving effect to the withholding of 4,587,756 shares of common stock underlying such warrant to satisfy the exercise price (based on the initial public offering price of $30.00 per share), which we refer to as the Warrant Net Exercise;

 

   

the conversion of all outstanding shares of our non-voting common stock and shares of our non-voting common stock underlying outstanding equity securities into an equivalent number of shares of our voting common stock immediately prior to the closing of this offering;

 

   

the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into 167,691,828 shares of our voting common stock immediately prior to the closing of this offering, which we refer to as the Preferred Stock Conversion;

 

   

the filing and effectiveness of our amended and restated certificate of incorporation in Delaware and the adoption of our amended and restated bylaws, each of which will occur immediately prior to the closing of this offering and will effect the reclassification of all outstanding shares of our voting common stock and shares of our voting common stock underlying outstanding equity securities, after giving effect to the conversions described above, into an equivalent number of shares of common stock with the same rights and terms as our voting common stock;

 

   

no settlement of any outstanding RSUs subject to service-based, market-based, and/or liquidity event-based vesting conditions, for which the service-based vesting condition and/or the market-based vesting condition, as applicable, have been or are expected to be fully or partially satisfied from August 16, 2023 through the effectiveness of the registration statement of which this prospectus forms a part, which will satisfy the liquidity-event based vesting condition, until after the closing of this offering;

 

   

no exercise of the stock options described in this prospectus, except in the Option Net Exercise and the Option Cash Exercise, each as described above;

 

   

no conversion of the Series A Preferred Stock into shares of our common stock; and

 

   

no exercise of the underwriters’ option to purchase additional shares of common stock from us in this offering.

 

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Each of the RSU Net Settlement, the Additional RSU Net Settlement, the RSA Cancellation, the Additional RSA Cancellation, the Option Net Exercise, the Option Cash Exercise, and the Warrant Net Exercise is expected to occur in connection with this offering.

The table presented below sets forth a summary of our equity capitalization as follows:

 

   

on a historical basis, reflecting shares of our common stock, and securities convertible into, exchangeable for, or that represent the right to receive, shares of our common stock, in each case outstanding as of June 30, 2023;

 

   

after giving effect to (i) the equity adjustments assumed in the information in this prospectus, as described in the bullet points above, (ii) the sale and issuance by us of 14,100,000 shares of our common stock in this offering, as set forth on the cover page of this prospectus, and (iii) the sale and issuance by us of shares of Series A Preferred Stock in the concurrent private placement, as reflected in the table under “Pro Forma Adjustments;” and

 

   

after giving further effect to the grants of RSUs after June 30, 2023 through August 15, 2023, the Additional RSU Net Settlement (relating to the additional vesting of RSUs outstanding as of or granted after June 30, 2023 for which the service-based condition was fully or partially satisfied on or before August 15, 2023 but after June 30, 2023), and the Additional RSA Cancellation (relating to certain additional shares of restricted stock outstanding as of June 30, 2023 for which the service-based vesting condition was partially satisfied on or before August 15, 2023 but after June 30, 2023), as reflected in the table under “Additional Adjustments.” As described above, except as otherwise indicated, the information in this prospectus does not assume these additional adjustments.

The information in the table presented below is based on (i) the initial public offering price of $30.00 per share, (ii) an assumed 47% tax withholding rate for holders of our RSUs and shares of non-voting restricted stock that will vest and settle in connection with this offering, and (iii) an assumed 43% tax withholding rate for holders of our stock options subject to the Option Net Exercise. The actual share withholding or repurchase and cancellation amounts, and related withholding rates, may fluctuate based on each holder’s individual tax circumstances.

 

    As of June 30, 2023  
    Common
Stock
(Outstanding)
    Redeemable
Convertible
Preferred
Stock(1)
    Exchangeable
Shares
    Stock
Options(2)
    RSUs     Warrant     Series A
Preferred
Stock(3)
    Common
Stock

(As-Converted,
Fully Diluted)
 
Historical                

Common stock

    72,375,967                   72,375,967  

Redeemable convertible preferred stock

      167,691,828                 167,691,828  

Exchangeable shares

        688,787               688,787  

Stock options

          29,910,133             29,910,133  

RSUs

            63,467,028           63,467,028  

Warrant to purchase common stock

              7,431,530         7,431,530  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    72,375,967       167,691,828       688,787       29,910,133       63,467,028       7,431,530       —        341,565,273  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro Forma Adjustments

               

Exchangeable Share Conversion

    688,787         (688,787             —   

RSU Net Settlement

    14,633,956             (27,611,238         (12,977,282 )(4) 

RSA Cancellation

    (132,188                 (132,188

Option Net Exercise

    4,197,340           (9,201,168           (5,003,828 )(4) 

Option Cash Exercise

    254,000           (254,000           —   

Warrant Net Exercise

    2,843,774               (7,431,530       (4,587,756 )(4) 

Preferred Stock Conversion

    167,691,828       (167,691,828               —   

Common stock offered by us in this offering

    14,100,000                   14,100,000  

Series A Preferred Stock

                5,833,333       5,833,333  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    276,653,464       —        —        20,454,965       35,855,790       —         5,833,333       338,797,552  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
    As of August 15, 2023  
    Common
Stock
(Outstanding)
    Redeemable
Convertible
Preferred
Stock(1)
    Exchangeable
Shares
    Stock
Options(2)
    RSUs     Warrant     Series A
Preferred
Stock(3)
    Common
Stock

(As-Converted,
Fully Diluted)
 

Additional Adjustments

               

RSUs granted after June 30, 2023

            1,281,449           1,281,449  

Additional RSU Net Settlement

    3,004,671             (5,669,191         (2,664,520 )(4) 

Additional RSA Cancellation

    (13,219                 (13,219
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    279,644,916       —        —        20,454,965       31,468,048       —        5,833,333       337,401,262  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Represents the shares of our common stock underlying all outstanding shares of our redeemable convertible preferred stock on an as-converted basis.

(2)

The weighted-average exercise price of the stock options outstanding as of June 30, 2023 and after giving effect to the Option Net Exercise and Option Cash Exercise was $7.66 and $8.46, respectively.

(3)

Assumes all shares of Series A Preferred Stock are converted into shares of our common stock at the conversion price of $30.00 per share, the initial public offering price per share set forth on the cover page of this prospectus, and based on an initial stated value of $175 million.

(4)

Represents shares of common stock to be withheld to satisfy tax obligations and applicable exercise prices in connection with the RSU Net Settlement, the Additional RSU Net Settlement, the Option Net Exercise, and the Warrant Net Exercise, as applicable.

 

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The summary consolidated statements of operations data for the years ended December 31, 2020, 2021, and 2022 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the six months ended June 30, 2022 and 2023 and the summary consolidated balance sheet data as of June 30, 2023 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. You should read the following summary consolidated financial data together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. The summary consolidated financial and other data in this section are not intended to replace our consolidated financial statements and the related notes and are qualified in their entirety by our consolidated financial statements and the related notes included elsewhere in this prospectus. The unaudited interim consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements included elsewhere in this prospectus, and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of such data. Our historical results are not necessarily indicative of our results in any future period.

 

     Year Ended December 31,     Six Months Ended
June 30,
 
     2020     2021     2022     2022     2023  
     (in millions, except share amounts, which are reflected in
thousands, and per share amounts)
 

Consolidated Statements of Operations Data:

          

Revenue

   $ 1,477     $ 1,834     $ 2,551     $ 1,126     $ 1,475  

Cost of revenue(1)

     598       608       720       357       366  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     879       1,226       1,831       769       1,109  

Operating expenses:

          

Operations and support(1)(2)

     324       262       252       130       128  

Research and development(1)(2)

     194       368       518       243       257  

Sales and marketing(1)(2)

     158       394       660       316       327  

General and administrative(1)(2)

     278       288       339       153       128  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     954       1,312       1,769       842       840  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     (75     (86     62       (73     269  

Other income (expense), net

     —        12       (8     (2     3  

Interest income

     5       2       17       2       34  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before provision for (benefit from) income taxes

     (70     (72     71       (73     306  

Provision for (benefit from) income taxes

     —        1       (357     1       64  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (70   $ (73   $ 428     $ (74   $ 242  

Undistributed earnings attributable to preferred stockholders

     —        —        (351     —        (220
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common stockholders, basic

   $ (70   $ (73   $ 77     $ (74   $ 22  

Undistributed earnings reallocated to common stockholders

     —        —        20       —        5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common stockholders, diluted

   $ (70   $ (73   $ 97     $ (74   $ 27  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share attributable to common stockholders:(3)

          

Basic

   $ (1.21   $ (1.12   $ 1.08     $ (1.03   $ 0.30  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (1.21   $ (1.12   $ 0.96     $ (1.03   $ 0.27  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
     Year Ended December 31,     Six Months Ended
June 30,
 
     2020      2021      2022     2022      2023  
     (in millions, except share amounts, which are reflected in
thousands, and per share amounts)
 

Weighted average shares used in computing net income (loss) per share attributable to common stockholders:(3)

             

Basic

     57,929        65,874        71,853       71,668        72,222  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Diluted

     57,929        65,874        101,480       71,668        99,334  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(4)

         $ (6.23      $ (8.33
        

 

 

      

 

 

 

Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(4)

           258,619          261,711  
        

 

 

      

 

 

 

 

(1)

Amounts include depreciation and amortization expense as follows:

 

     Year Ended December 31,      Six Months Ended
June 30,
 
      2020        2021        2022        2022        2023   
     (in millions)  

Cost of revenue

   $ 5      $ 8      $ 20      $ 9      $ 12  

Operations and support

     1        1        2        1        2  

Research and development

     2        3        4        2        2  

Sales and marketing

     1        2        5        2        4  

General and administrative

     1        2        3        1        2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total depreciation and amortization expense

   $   10      $   16      $   34      $   15      $   22  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(2)

Amounts include stock-based compensation expense as follows:

 

     Year Ended December 31,      Six Months Ended
June 30,
 
      2020        2021        2022        2022        2023   
     (in millions)  

Operations and support

   $ 3      $ 1      $      $      $  

Research and development

     20        9        18        7        4  

Sales and marketing

     5        3        4        2        2  

General and administrative

     36        9        11        4        3  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation expense

   $   64      $   22      $   33      $   13      $    9  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(3)

See Notes 2 and 14 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our basic and diluted net income (loss) per share and the weighted-average number of shares used in the computation of the per share amounts.

 

(4)

The unaudited pro forma net loss per share and the weighted-average number of shares used in the computation of the per share amounts for the year ended December 31, 2022 and the six months ended June 30, 2023 have been computed to give effect to (i) the Exchangeable Share Conversion, resulting in the issuance of 688,787 shares of our non-voting common stock in exchange for all outstanding exchangeable shares, as if such exchange had occurred on December 31, 2022 and June 30, 2023; (ii) the net issuance of 11,884,928 shares and 14,633,956 shares of our non-voting common stock in connection with the RSU Net Settlement (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate), as if such net issuance had occurred on December 31, 2022 and June 30, 2023, respectively; (iii) the repurchase and cancellation of 105,750 shares and 132,188 shares of our outstanding non-voting restricted stock in connection with the RSA Cancellation (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate), as if such repurchase and cancellation had occurred on December 31, 2022 and June 30, 2023, respectively; (iv) the net issuance of 4,197,340 shares of our common stock in connection with the Option Net Exercise (based on the initial public offering price of $30.00 per share and an assumed 43% tax withholding rate), as if such net exercise had occurred on December 31, 2022 and June 30, 2023; (v) the issuance of 254,000 shares of our voting common stock in connection with

 

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Table of Contents
  the Option Cash Exercise, as if such cash exercise had occurred on December 31, 2022 and June 30, 2023; (vi) the net issuance of 2,843,774 shares of our non-voting common stock in connection with the Warrant Net Exercise (based on the initial public offering price of $30.00 per share), as if such net exercise had occurred on December 31, 2022 and June 30, 2023; (vii) the conversion of all outstanding shares of our non-voting common stock and shares of our non-voting common stock underlying outstanding equity securities into an equivalent number of shares of our voting common stock immediately prior to the closing of this offering; (viii) the Preferred Stock Conversion, resulting in the issuance of 167,691,828 shares of our voting common stock, as if such conversion had occurred on December 31, 2022 and June 30, 2023; (ix) the reclassification of all outstanding shares of our voting common stock and shares of our voting common stock underlying outstanding equity securities into an equivalent number of shares of common stock immediately prior to the closing of this offering; and (x) stock-based compensation expense of $2.0 billion and $2.4 billion associated with RSUs and shares of outstanding non-voting restricted stock subject to service-based, market-based, and/or liquidity event-based vesting conditions, for which the service-based vesting condition and the market-based vesting condition, as applicable, were fully or partially satisfied as of December 31, 2022 and June 30, 2023, respectively, and which we expect to recognize in connection with the effectiveness of the registration statement, which will satisfy the liquidity event-based vesting condition, as if such effectiveness had occurred on December 31, 2022 and June 30, 2023, respectively, as further described in Notes 2 and 12 to our consolidated financial statements included elsewhere in this prospectus.

 

The table presented below sets forth the calculation of basic and diluted unaudited pro forma net loss per share attributable to common stockholders for the year ended December 31, 2022 and the six months ended June 30, 2023:

 

     Year Ended
December 31, 2022
    Six Months Ended
June 30, 2023
 
     (in millions, except share amounts, which are
reflected in thousands, and per share amounts)
 

Numerator:

    

Net income

   $ 428     $ 242  

Stock-based compensation expense (RSUs)

     (1,994     (2,372

Stock-based compensation expense (restricted stock)

     (45     (49
  

 

 

   

 

 

 

Pro forma net loss, basic and diluted

   $ (1,611   $ (2,179
  

 

 

   

 

 

 

Denominator:

    

Weighted-average shares used in computing net income per share

     71,853       72,222  

Adjustment for RSU Net Settlement

     11,885       14,634  

Adjustment for RSA Cancellation

     (106     (132

Adjustment for Option Net Exercise

     4,197       4,197  

Adjustment for Option Cash Exercise

     254       254  

Adjustment for Warrant Net Exercise

     2,844       2,844  

Adjustment for Preferred Stock Conversion

        167,692       167,692  
  

 

 

   

 

 

 

Weighted-average shares used in computing pro forma net loss per share, basic and diluted

     258,619          261,711  
  

 

 

   

 

 

 

Pro forma net loss per share, basic and diluted

   $ (6.23   $ (8.33

 

     As of June 30, 2023  
        Actual         Pro Forma(1)(3)     Pro Forma As
Adjusted(2)(3)(4)
 
         (in millions)  

Consolidated Balance Sheet Data:

      

Cash, cash equivalents, and marketable securities(5)

   $    1,967     $    1,968     $    2,047  

Working capital(6)

     2,214       1,726       2,294  

Total assets

     3,787       3,815       3,890  

Redeemable convertible preferred stock

     2,822       —        —   

Series A redeemable convertible preferred stock

     —        —        172  

Additional paid-in capital

     928       5,712       6,104  

Accumulated deficit

     (735     (3,158     (3,158

Total stockholders’ equity

     191       2,552       2,944  

 

(1)

The pro forma column in the balance sheet data above reflects (i) the Exchangeable Share Conversion, resulting in the issuance of 688,787 shares of our non-voting common stock in exchange for all outstanding exchangeable shares; (ii) the net issuance of 14,633,956 shares of our non-voting common stock in connection with the RSU Net Settlement, after withholding 12,977,282 shares to satisfy estimated tax withholding and remittance obligations (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate); (iii) the repurchase and cancellation of 132,188 shares of our outstanding non-voting restricted stock in connection with the RSA Cancellation to satisfy estimated tax withholding and remittance obligations (based on the initial public offering price of

 

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Table of Contents
  $30.00 per share and an assumed 47% tax withholding rate); (iv) the net issuance of 4,197,340 shares of our common stock in connection with the Option Net Exercise, after withholding 5,003,828 shares to satisfy estimated tax withholding and remittance obligations and the aggregate exercise price (based on the weighted-average exercise price of $5.99 per share, the initial public offering price of $30.00 per share and an assumed 43% tax withholding rate); (v) the issuance of 254,000 shares of our voting common stock in connection with the Option Cash Exercise; (vi) the $488 million increase in liabilities and corresponding decrease in additional paid-in capital resulting from the share withholding and the repurchase and cancellations, as applicable, for the tax withholding and remittance obligations related to the RSU Net Settlement, the RSA Cancellation, and the Option Net Exercise, as well as the $1 million increase in cash and cash equivalents, common stock, and additional paid-in capital related to the Option Cash Exercise; (vii) the net issuance of 2,843,774 shares of our non-voting common stock in connection with the Warrant Net Exercise (based on the initial public offering price of $30.00 per share); (viii) the conversion of all outstanding shares of our non-voting common stock and shares of our non-voting common stock underlying outstanding equity securities into an equivalent number of shares of our voting common stock immediately prior to the closing of this offering; (ix) the Preferred Stock Conversion, resulting in the issuance of 167,691,828 shares of our voting common stock; (x) the reclassification of all outstanding shares of our voting common stock and shares of our voting common stock underlying outstanding equity securities into an equivalent number of shares of common stock immediately prior to the closing of this offering; and (xi) stock-based compensation expense of $2.4 billion associated with RSUs and shares of outstanding non-voting restricted stock subject to service-based, market-based, and/or liquidity event-based vesting conditions, for which the service-based vesting condition and the market-based vesting condition, as applicable, were fully or partially satisfied as of June 30, 2023 and the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part, reflected as an increase to additional paid-in capital and accumulated deficit, as further described in Notes 2 and 12 to our consolidated financial statements included elsewhere in this prospectus.
(2)

The pro forma as adjusted column gives effect to (i) the pro forma adjustments set forth above in footnote (1); (ii) the sale and issuance by us of 14,100,000 shares of our common stock in this offering at the initial public offering price of $30.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (which offering expenses exclude $3.8 million of deferred offering costs that have been previously paid as of June 30, 2023); (iii) the elimination of $4.9 million of deferred offering costs, of which $3.8 million have been paid as of June 30, 2023 and $1.1 million were accrued and unpaid as of June 30, 2023, reflected as a decrease in other assets and additional paid-in capital of $4.9 million and a decrease in current liabilities of $1.1 million; (iv) the sale and issuance by us of 5,833,333 shares of Series A Preferred Stock in the concurrent private placement at a price of $30.00 per share, the initial public offering price per share set forth on the cover page of this prospectus, after deducting the placement agent fee and estimated issuance costs; and (v) the use of net proceeds from this offering and the concurrent private placement, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax withholding and remittance obligations reflected in the pro forma adjustments described in footnote (1) above.

(3)

The pro forma and pro forma as adjusted columns in the balance sheet data above do not include the effects of the Additional RSU Net Settlement and the Additional RSA Cancellation. The Additional RSU Net Settlement and the Additional RSA Cancellation, including the satisfaction of the remaining vesting conditions for the related RSUs and non-voting restricted stock, would result in (i) additional stock-based compensation expense of $162.6 million, which would be reflected as an additional increase to additional paid-in capital and accumulated deficit; and (ii) additional tax withholding and remittance obligations of $80.3 million (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate), which would be reflected as the related decrease in cash and cash equivalents and corresponding decrease in additional paid-in capital.

(4)

As the accounting treatment of the Series A Preferred Stock, including the determination of fair value, has not yet been finalized, it is assumed for the pro forma as adjusted column that the Series A Preferred Stock will be recorded at cash proceeds less estimated issuance costs.

 

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Table of Contents
(5)

Includes short-term marketable securities of $125.0 million and long-term marketable securities of $4.0 million as of June 30, 2023.

(6)

Working capital is defined as current assets less current liabilities. See our consolidated financial statements included elsewhere in this prospectus for additional details regarding our current assets and current liabilities as of June 30, 2023.

Key Business and Non-GAAP Metrics

In addition to the measures presented in our consolidated financial statements, we use the following key business and non-GAAP metrics, among others, to help us evaluate our business, identify trends affecting our performance, formulate business plans, and make strategic decisions.

 

    Year Ended December 31,     Six Months Ended
June 30,
 
      2020         2021         2022       2022     2023  
    (in millions, except percentages)  

Orders

    171.5       223.4       262.6       132.3       132.9  

GTV

  $ 20,736     $ 24,909     $ 28,826     $ 14,356     $ 14,937  

Revenue

  $ 1,477     $ 1,834     $ 2,551     $ 1,126     $ 1,475  

Gross profit

  $ 879     $ 1,226     $ 1,831     $ 769     $ 1,109  

Gross margin

    60     67     72     68     75

Net income (loss)(1)

  $ (70   $ (73   $ 428     $ (74   $ 242  

Net income (loss) as a percent of GTV

    (0.3 )%      (0.3 )%      1.5     (0.5 )%      1.6

Net income (loss) as a percent of revenue

    (5 )%      (4 )%      17     (7 )%      16

Adjusted EBITDA(2)

  $ 134     $ 34     $ 187     $ (20   $ 279  

Adjusted EBITDA as a percent of GTV(2)

    0.6     0.1     0.6     (0.1 )%      1.9

Adjusted EBITDA margin(2)

    9     2     7     (2 )%      19

 

(1)

This included a $358 million tax benefit during the year ended December 31, 2022, from the release of our valuation allowance on our deferred tax assets in the United States as it is more likely than not that our U.S. federal and state net deferred tax assets will be realized given our expectation of profitability in certain future periods.

(2)

Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin are not calculated in accordance with generally accepted accounting principles in the United States, or GAAP. For more information regarding our use of Adjusted EBITDA, Adjusted EBITDA as a percent of GTV, and Adjusted EBITDA margin and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Non-GAAP Metrics.”

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Non-GAAP Metrics” included elsewhere in this prospectus for a description of, and additional information about, these key business and non-GAAP metrics.

 

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this prospectus, including our consolidated financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations. In such case, the trading price of our common stock could decline, and you may lose some or all of your original investment.

Risks Related to Our Business and Industry

We have experienced rapid growth, operational and strategic expansion, and related impacts to margin and profitability in recent periods. Such historical trends, including growth rates, may not continue in the future.

We have grown rapidly over the last several years. Our GTV increased from $5,144 million for the year ended December 31, 2019 to $28,826 million for the year ended December 31, 2022, a CAGR of 78%, and our revenue increased from $214 million for the year ended December 31, 2019 to $2,551 million for the year ended December 31, 2022, a CAGR of 128%. Our recent rapid growth has also resulted in increased costs as we expanded our operations to scale our business and address increased customer demand.

Our recent rapid growth and related changes to our business and operations have been driven in part by the rapid evolution of the online grocery shopping industry, as well as the other retail categories in which we operate, which may not develop as we expect. In particular, our growth rate was impacted significantly by the increase in demand for online grocery shopping driven primarily by the COVID-19 pandemic, which led to significant demand for our offerings. However, our growth rates have decreased from what we experienced during the COVID-19 pandemic and subsequent variant outbreaks and may continue to decrease. The growth rates we experienced at and following the outset of the COVID-19 pandemic are not likely to recur, and the increased demand for our offerings and the growth of the online grocery industry as a whole that was generated by the effects of the pandemic has decreased since 2020 and could further decrease from current levels, as the circumstances that accelerated the growth of our business during the pandemic have subsided and continue to subside. For example, many consumers have returned to shop in-store for themselves or changed their online ordering habits, and such changes to consumer behavior may also cause retailers to reduce their engagement with Instacart if they perceive these changes to decrease the economic benefit they derive from partnering with us. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19 Impact on Our Business.” Consumer shopping behavior has also been impacted, and may continue to be impacted, by macroeconomic trends, such as inflation and rising interest rates and any associated decrease in consumer discretionary income. For example, decreases in consumer discretionary income due to inflationary or recessionary economic pressures, as well as the cessation of government stimulus available during the COVID-19 pandemic, have adversely impacted customer retention and engagement. These macroeconomic factors have also resulted in customers purchasing fewer items per order and reduced demand for premium or discretionary grocery purchases, which has offset higher grocery prices due to inflation and may decrease average order values if and when prices normalize. Further, we have increased, and we expect to continue to increase, our sales and marketing campaigns and customer incentive initiatives to continue engaging existing customers and acquire new customers, which may initially reduce our revenue and profitability and may not be successful in growing our revenue or maintaining or increasing profitability. We also expect future trends in our revenue, margin, and profitability to vary in ways that we may not anticipate or predict, including as we experience shifts in revenue mix and customer preferences in fulfillment options, changes in consumer use cases (including as we introduce new use cases), and changes in average order value. These variations may be driven by external factors, such as the subsiding impact of the COVID-19 pandemic as well as macroeconomic conditions, such as inflation, and our strategic initiatives, such as investments in new technologies and offerings, the focus on increasing GTV from

 

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Instacart+ members, and our strategic focus on further scaling our operations to improve our margin and profitability. New public health outbreaks may also result in temporary increases in demand for our offerings that may not be sustained once the outbreak is contained. Further, our margin and profitability may be negatively impacted during such periods if we do not adequately anticipate such demand to cost-effectively address the increase in customer activity, such as through shopper incentives. We cannot be certain whether we will drive greater engagement from new customers, retailers, or brands or maintain the current level of demand for our offerings over the long term, nor can we anticipate the degree of impact that the subsiding effects of the COVID-19 pandemic will have on the number of retailers, brands, or shoppers who are active on Instacart. Overall growth of our GTV and revenue depends in part on our ability to manage changes to our business and operations, in particular those changes driven by the COVID-19 pandemic, especially as its impact continues to subside. As a result of the foregoing, our recent growth rates and financial performance should not necessarily be considered indicative of our future performance and results of operations.

Our metrics, including GTV and revenue, may also decline or fluctuate in the future as a result of other factors, including macroeconomic factors, increasing competition, strategic initiatives, and the maturation of our business, among others. Overall growth of our GTV, revenue, margin, and profitability depends on a number of factors, including our ability to:

 

   

attract new customers, retailers, brands, and shoppers, including through effective pricing of our offerings, and sustain and expand our relationships with existing customers, retailers, brands, and shoppers;

 

   

accurately forecast our revenue and plan our operating expenses and investments for future growth;

 

   

successfully compete with other companies that are currently in, or may in the future enter, the markets in which we compete, and respond to developments from these competitors such as pricing changes and the introduction of new services;

 

   

hire, integrate, and retain talented sales, customer service, engineering, and other personnel;

 

   

comply with existing and new laws and regulations applicable to our business;

 

   

successfully expand in existing markets and enter new markets, including new geographies, adjacent retail categories, and new fulfillment methods;

 

   

increase the adoption of our Instacart+ membership program to drive increased customer engagement;

 

   

successfully launch new offerings and enhance Instacart and its features and use cases, including in response to new trends or competitive dynamics or the needs of customers, retailers, brands, and shoppers;

 

   

increase the revenue generated by our Instacart Ads offerings;

 

   

successfully identify and acquire or invest in businesses, products, or technologies that we believe could complement or expand our offerings;

 

   

avoid interruptions or disruptions in our services;

 

   

provide customers, retailers, brands, and shoppers with high-quality support that meets their needs;

 

   

effectively manage growth of our infrastructure, personnel, and operations, particularly if our workforce becomes increasingly distributed as a result of our hybrid workforce model, which we refer to as our Flex First workforce model, that permits employees to elect to work remotely on an indefinite basis;

 

   

effectively manage our costs related to our fulfillment methods; and

 

   

maintain and enhance our reputation and the value of our brand.

As a result, you should not rely on our GTV, revenue growth rate, or other key business metrics for any prior quarterly or annual period as an indication of our future performance.

 

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We also expect to continue to expend substantial financial and other resources to grow our business, and we may fail to allocate our resources in a manner that results in increased GTV or revenue growth or improved margin. In addition, the effectiveness of certain strategies that we have historically relied upon to drive growth in GTV and revenue, such as through attracting new retailers to our platform, have declined and may continue to decline as the scale of our business increases. If our GTV or revenue growth rates decline or our margin is negatively impacted, investors’ perceptions of our business and the trading price of our common stock could be adversely affected.

We have a history of losses, and we may be unable to sustain profitability or generate profitable growth in the future.

We only recently began generating profit, with net income of $428 million for the year ended December 31, 2022 (including a $358 million tax benefit from the release of our valuation allowance on our deferred tax assets in the United States), and we have historically experienced significant net losses, including net losses of $70 million and $73 million for the years ended December 31, 2020 and 2021, respectively. As of December 31, 2022, we had an accumulated deficit of $977 million. We will need to sustain or increase revenue while managing our costs to sustain or increase profitability.

Our ability to generate profit is highly impacted by growth in our diversified revenue streams and our ability to drive operational efficiencies in our business. For example, an important driver of our ability to sustain and increase profitability is the growth of our advertising solutions, the pace of which has fluctuated and may continue to fluctuate, including due to the adverse effects of unfavorable macroeconomic conditions, our ability to increase the number of brand partners and effectiveness of our advertising solutions and expand our brand partners’ engagement and advertising volume on Instacart, and our ability to increase our engagement with existing customers and acquire new customers. Our efforts to maintain and increase our profitability may not succeed due to factors such as evolving consumer behavior trends in grocery shopping, including as the effects of the COVID-19 pandemic on demand for online grocery subside, the impacts of future public health outbreaks, customer engagement and retention, changes in our revenue mix, the costs associated with complying with evolving regulatory regimes, including costs associated with order fulfillment, collection and credit risks, our ability to hire and retain highly skilled personnel, unfavorable macroeconomic conditions, our ability to effectively scale our operations, and the continuing evolution of the online grocery industry, many of which are beyond our control.

Our ability to generate profit also depends on our ability to manage our costs. We have expended and expect to continue to expend substantial financial and other resources to:

 

   

increase the engagement of customers, retailers, brands, and shoppers;

 

   

drive adoption of Instacart through marketing and incentives and increase awareness through brand campaigns;

 

   

enhance Instacart with new offerings, use cases, including Instacart Health and Instacart Business, fulfillment options, member benefits, such as waived delivery fees, lower service fees, and credit back on eligible pickup orders for Instacart+ members, and functionality, including through strategic investments and expanded technologies, such as Connected Stores; and

 

   

invest in our operations to continue scaling our business to achieve and sustain long-term efficiencies.

These investments may contribute to net losses in the near term. We may discover that these initiatives are more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these expenses or realize the benefits we anticipate. Certain initiatives may also require incremental investments or recurring expenses and may not be accretive to revenue growth, margin, or profitability for a longer time period, if at all. Many of our efforts to increase revenue and manage operating costs are new and unproven given the unique and evolving complexities of our business and the evolving nature of the online grocery industry. Any failure to adequately increase revenue or manage operating costs could prevent us from

 

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sustaining or increasing profitability. Expansion of our offerings to include new use cases, additional technologies, fulfillment options, additional geographic markets, or retail categories adjacent to grocery, may initially harm our profitability. For example, we may make concessions to retailers that are designed to maximize profitability in the long term but may decrease profitability in the short term. These retailer concessions negatively impact our revenue and financial results and the process for determining and quantifying the impact of these concessions requires judgment and estimates. As a result, the impact of retailer concessions on our financial results may continue into future periods or have higher impacts than we anticipate. We may also incur higher operating expenses as we implement strategic initiatives, including in response to external pressures such as competition, retailer consolidation, and evolving consumer behavior trends in grocery shopping, including as a result of the subsiding effects of the COVID-19 pandemic. For example, our sales and marketing expenses as well as customer incentive costs have increased and may continue to increase in the near term. Additionally, we may not realize, or there may be limits to, the efficiencies we expect to achieve through our efforts to scale the business, reduce friction in the shopping experience, and optimize costs such as shopper earnings, payment processing, customer and shopper support, and shopper acquisition and onboarding costs. We will also face greater compliance costs associated with the increased scope of our business and being a public company.

Following the completion of this offering, the stock-based compensation expense related to our RSUs and other outstanding equity awards will result in significant increases in our expenses in future periods, which we expect to result in net losses in certain quarters over the near term and may negatively impact our ability to sustain profitability or generate profitable growth in the future. In particular, in the quarter in which this offering is completed, we will recognize approximately $2.6 billion of stock-based compensation expense associated with the satisfaction of the liquidity event-based vesting condition for outstanding RSUs and shares of outstanding restricted stock, for which the service-based and/or market-based vesting conditions have been fully or partially satisfied on or before August 15, 2023. As such, we expect to incur a net loss for the quarter and year in which this offering is completed, primarily as a result of recognition of this stock-based compensation amount.

We may encounter unforeseen operating expenses, difficulties, complications, delays, and other factors, including as we expand our business, execute on strategic initiatives, and navigate macroeconomic uncertainty and any future public health concerns or outbreaks, which may result in losses or a failure to generate profitable growth in future periods.

As such, due to these factors and others described in this “Risk Factors” section, we may not be able to sustain profitability or generate profitable growth in the future. If we are unable to sustain or increase profitability, the value of our business and the trading price of our common stock may be negatively impacted.

We have a limited history operating our business at its current scale, scope, and complexity in an evolving market and economic environment, which makes it difficult to plan for future operations and strategic initiatives, predict future results, and evaluate our future prospects and the risks and challenges we may encounter.

We significantly scaled and expanded our business and operations in 2020, 2021, and the first half of 2022, largely in response to the effects of the COVID-19 pandemic, which has led to unprecedented usage of our offerings from new and existing customers and significant changes to the online grocery industry. Accordingly, we have limited experience in, and data and results from, operating our business at its current scale, scope, and complexity and in a rapidly evolving market and economic environment. We also have limited data from, and experience operating our business in, the post-COVID-19 environment and cannot fully predict how businesses, consumers, shoppers, or our partners, including retailers and advertisers, will operate in this environment. As a result, our ability to plan for future operations and strategic initiatives, predict future results of operations, and plan for and model future growth in revenue and expenses and prospects is subject to significant risk and uncertainty as compared to companies with longer and more consistent operating histories and in more stable macroeconomic environments and industries. In particular, we face risks and challenges relating to our ability to, among other things:

 

   

accurately forecast our revenue and budget for and manage our expenses;

 

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attract new customers, retailers, brands, and shoppers and retain or increase the engagement of existing customers, retailers, brands, and shoppers in a cost-effective manner;

 

   

comply with existing and new laws and regulations applicable to our business;

 

   

plan for and manage capital expenditures;

 

   

anticipate and respond to macroeconomic changes and changes in the markets in which we operate;

 

   

maintain and enhance the value of our reputation and brand;

 

   

effectively manage our growth as the market for online grocery shopping continues to evolve;

 

   

successfully expand our geographic reach;

 

   

hire, integrate, and retain talented people at all levels of our organization; and

 

   

successfully maintain and enhance Instacart and our technology infrastructure for customers, retailers, brands, and shoppers.

Any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer history operating our business at its current scale, scope, and complexity, operated in a more predictable market or regulatory environment, or had more certainty regarding levels of demand for our offerings. We have limited experience operating our business at its current scale but without the demand levels driven by the COVID-19 pandemic and its variant outbreaks, and our future growth will depend heavily on our ability to successfully execute on our strategic initiatives without these factors. For example, as we expanded our business to address increased demand stemming from the COVID-19 pandemic, we introduced new features, use cases (such as convenience and prepared meals), fulfillment options (such as pickup and priority), and functionalities in our offerings, and made strategic investments in new technologies and initiatives, such as Connected Stores. We have also invested heavily in Instacart Ads and grew our number of brand partners. In addition, we have recently invested in new strategic initiatives such as Instacart Health and Instacart Business to expand the scope of our business. Our future growth depends on the perceived value of our expanded offerings as a whole to retailers, customers, shoppers, and brand partners, as well as our ability to balance the effects of various strategic initiatives, including our focus on further scaling our operations to improve our margin and profitability. For example, as we promote Instacart+ to customers to increase customer loyalty and order volume, we may experience lower average order value from such customers. We have limited experience operating this expanded business model and may not be able to accurately predict and plan for the impacts it may have on our growth rates, revenue mix, margin and profitability, as well as outside factors that may impact our business model, such as changes in consumer shopping behavior, retailer preferences, competition, and macroeconomic factors.

Our limited history and experience operating our current business may also negatively impact our ability to plan strategic investments and initiatives to further expand our business and offerings, including to support our retail partners, brand partners, shoppers, and customers, certain of which may require significant capital expenditures and future operating expenses that may be difficult to forecast. In addition, existing and future operational and strategic initiatives may have lengthy return on investment time horizons, such as brand marketing campaigns and new marketing and consumer awareness strategies. As a result, we will not be able to adequately assess the benefits of such initiatives until we have made substantial investments of time and capital, resulting in high opportunity costs. The online grocery industry and competitive landscape also continue to evolve, which will require us to address shifting competitive pressures and further stresses our ability to plan for operational and strategic initiatives and forecast our future results of operations. We are also devoting significant resources to bolster our capacity and information technology infrastructure, financial and accounting systems and controls, sales and marketing and engineering capabilities, and operations and support infrastructure, as well as to retain, manage, and train employees in geographically dispersed locations to service new and existing customers. We may not successfully accomplish any of these objectives in a timely manner or at all.

We are currently operating in a more volatile macroeconomic environment due to inflation, rising interest rates, instability in the banking system, and other conditions, and we have limited experience operating our

 

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business at its current scale in such an environment or in economic recessions. The principal inflationary factors affecting our business are higher prices of products offered by retail partners through Instacart, including due to higher raw material costs, shipping and freight costs, higher fuel prices that are borne by our partners, and reductions in consumer discretionary spending. Higher retailer prices, resulting in increased grocery costs, reduced consumer discretionary spending, and reductions of EBT SNAP benefit allotments offered by government authorities, negatively impact consumer demand for online grocery as consumers return to in-store shopping to save on service and delivery fees and also reduce order frequency, drive lower order volume, and impact average order values. As a result, we have experienced and may continue to experience lower GTV and orders as well as impacts to average order values, which negatively impact our revenue and margin. These reductions in consumer spending power may continue to be offset by the increase in GTV and average order values that commenced in the second half of 2022 due to higher grocery prices as a result of inflation, but this offsetting effect may dissipate if and when grocery prices begin to normalize. These factors and the magnitude of their effects are expected to cause our average order value to continue fluctuating over the near term. In addition, actual or perceived risk of an economic recession has and may continue to result in customers reducing their spend on more premium products, and our brand partners have reduced and may continue to reduce their overall advertising budgets, either of which may harm our revenue and margin. Customers have also reduced and may continue to reduce the number of items purchased overall, which has produced fulfillment efficiencies in the short term but may harm our revenue, margin, and profitability if and when inflationary pressures subside. We may also not be able to fully offset higher costs through operational efficiencies and/or price increases, and while certain of our new offerings are focused on value and affordability, these initiatives will not fully offset pricing challenges faced by customers and general negative impacts of inflationary pressures. Increased fuel prices as a result of supply chain and other macroeconomic factors may also result in fewer shoppers or reduced shopper activity. While we have previously implemented certain shopper incentives in response to these factors, persistent or increased shopper shortages may require us to reintroduce or further increase shopper incentives to ensure sufficient shoppers are available to meet demand or provide additional customer incentives or refunds due to shopper delays or incorrect orders, which have historically occurred and reduce our revenue and profitability. An economic recession may exacerbate any of these factors and introduce new challenges to our business, which we may not be able to adequately anticipate and plan given our limited experience operating our business at its current scale. Certain of our longer-term strategic initiatives may also be obstructed or have unintended effects in the event of an economic recession, which we may not be able to predict.

You should consider and evaluate our prospects in light of the risks and uncertainties frequently encountered by growing companies in rapidly evolving markets, in particular, markets that are or could be materially impacted by significant regulatory changes, global pandemics, and economic recessions such as the online grocery industry. If our assumptions regarding the risks and uncertainties that we consider in planning and operating our business are incorrect or change, or if we do not address these risks and uncertainties successfully, including due to the lack of historical data from and experience in operating our business at its current scale, scope, and complexity as well as the evolution of our business and the online grocery industry driven by impacts of the COVID-19 pandemic and the subsiding effects of the COVID-19 pandemic on demand for online grocery, or other factors, our results of operations could differ materially from our expectations, and our business, financial condition, and results of operations could be adversely affected.

If we fail to cost-effectively acquire new customers or increase the engagement of our existing customers, including through effective marketing strategies, our business would be harmed.

The growth of our business is dependent upon our ability to continue to grow our offerings by cost-effectively increasing our engagement with existing customers and acquiring new customers. If we fail to do so, the value of our offerings will be diminished, and we may have difficulty attracting and engaging retailers and brands. The number of customers and their level of engagement on Instacart may decline materially or fluctuate as a result of many factors, including, among other things:

 

   

dissatisfaction with the operation of, or pricing on, Instacart, including our customer support services;

 

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the actual or perceived quality of service provided by shoppers, such as picking the wrong item, making a poor substitution for out-of-stock items, failing to deliver items on a timely basis or at all, or customers having negative experiences in their interactions with shoppers, particularly during demand surges;

 

   

macroeconomic uncertainty, inflation, rising interest rates, supply chain challenges, cessation of government stimulus available during the COVID-19 pandemic, and actual or perceived risk of economic recession;

 

   

cost of using Instacart, including customer fees, compared to in-store shopping or other alternatives;

 

   

the actual or perceived quality of service, quality, pricing, and availability of products provided by retailers;

 

   

the breadth and variety of retailers that are available to customers on Instacart, including retailers with whom we have a limited or informal arrangement for availability on Instacart;

 

   

future public health outbreaks, or a future outbreak of disease or similar public health concern, as well as a return to pre-COVID shopping behavior;

 

   

negative publicity related to our brand, including as a result of safety incidents and other events;

 

   

actual or perceived public policy positions;

 

   

failure to maintain good relationships with shoppers resulting in fewer shoppers available for customers, particularly during peak demand; or

 

   

dissatisfaction with the user experience on our platform, new and current offerings, or changes we make to our offerings.

Although we believe that many customers originate from word-of-mouth customer acquisition and other non-paid referrals, we expect to continue to expend resources for customer acquisition and engagement, including through offering discounts and running promotions, all of which could impact our overall profitability. We have recently experienced and may continue to experience decreases in new customer acquisition rates and customer cohort retention, particularly among our customer cohorts acquired during the COVID-19 pandemic and variant outbreaks. These decreases are due to a variety of factors, including, to a large extent, the subsiding impact of the COVID-19 pandemic and variant outbreaks on demand for online grocery as well as macroeconomic uncertainty, actual or perceived risks of economic recession, cessation of government stimulus, and inflation. Other factors may include the increasing initial size of our customer cohorts as our business scales and the increasing demographic diversity of our customer base. As a result, we have increased and may continue to increase our customer acquisition spend, including incentives, paid marketing, and brand marketing campaigns to acquire new customers and increase the engagement of our existing customers, which may harm our margin and profitability and our efforts to drive efficiencies in our operating expenses. If we are not successful in our marketing efforts, we may not be able to retain our existing customers or convert first-time customers, including those using customer incentives such as discount promotions, into customers who regularly use and engage with our offerings. We may also fail to achieve or maintain sufficient customer engagement with our platform due to inflationary or recessionary economic pressures that result in decreases in consumer discretionary income, particularly as government stimulus provided in connection with the pandemic ends, as well as other shifts in consumer shopping behaviors. As the effects of the COVID-19 pandemic and its variants subside, including the cessation of government stimulus, it is increasingly important to our business and its ability to grow for consumers to perceive long-term value from Instacart versus in-store shopping or less costly alternatives, particularly for lower income consumers. Further, we may not be able to accurately assess the effectiveness of our marketing campaigns and strategies in acquiring new customers or increasing existing customer engagement for several periods. The effectiveness of our marketing strategies may also be obfuscated due to temporary or periodic external factors, such as future public health outbreaks, macroeconomic factors, and changes in the regulatory landscape. Further, we have limited experience designing and conducting large scale brand marketing campaigns and consumer awareness strategies in the context of the evolving online grocery industry and competitive landscape and shifting consumer preferences. Failure to effectively design and conduct such campaigns and strategies may negatively

 

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impact our ability to acquire new customers and increase engagement with existing customers, which would harm our revenue growth and business. Even if we are successful in attracting new customers or reengaging customers that have stopped using Instacart, such customers may have overall decreased engagement with Instacart or total spend, including due to macroeconomic factors such as higher inflation, a shift toward lower GTV or margin use cases such as convenience or pickup orders, and the subsiding effects of the COVID-19 pandemic. Consumers also have different grocery needs and preferences depending on demographics, and these priorities may shift as they age. We face heavy competition for consumers in certain demographics, including those in younger age groups who prioritize use cases, features, and fulfillment options that are different from customers in older age groups, such as convenience and specific product categories, as well as those in different income groups who may prioritize value over convenience or selection. If we do not successfully address the current and future needs of consumers in different demographics, primarily certain age and income groups, including through brand marketing campaigns and introduction and promotion of relevant use cases, features, fulfillment options, and other functionalities, we may be unable to attract new customers or increase engagement with existing customers. In addition, we may also experience increased customer churn, including to competitors, which would harm our business and revenue.

Many customers initially access Instacart to take advantage of certain promotions, such as discounts and other reduced fees. We strive to demonstrate the value of our offerings to such customers, thereby encouraging them to access Instacart regularly or subscribe to Instacart+, through prompts, notifications, and reduced fees or time-limited trials of Instacart+ and other offerings. However, these customers may be lower intent users of Instacart with reduced engagement or total spend compared to customers that we acquire organically, may never convert to paying Instacart+ members, or may discontinue using Instacart after they take advantage of our promotions. Further, our initiatives to retain customers, such as encouraging them to subscribe to Instacart+ or providing additional use cases and fulfillment options, may result in negative impacts to other metrics. For example, an increase in Instacart+ orders, changes in product categories shopped, reduced spend on more premium or discretionary products, or a shift toward convenience, priority, or rapid delivery orders, may result in a decrease in average order value. Such shifts may also negatively impact certain retailers’ actual or perceived benefit from engaging with Instacart. We may also fail to retain customers, or experience reduced demand for our services, due to negative impacts to our reputation and brand, including due to complaints and negative publicity about us, our offerings, or our competitors, even if factually incorrect or based on isolated incidents. For example, if we are unable to increase shopper availability during demand surges, including due to inclement weather or future public health outbreaks, customers may experience delays in receiving orders or incorrect order fulfillment, which may harm our brand and reputation. In addition, inventory shortages at our retail partners’ stores, which are not within our control, may also negatively impact consumers’ perception of our offerings. In particular, disruptions in the global supply chain, including those resulting from labor shortages, closures of manufacturing facilities, transportation restrictions and limitations, war and international conflicts, and increased demand for certain consumer products, have limited, and may continue to limit, the ability of our retail partners to obtain products, maintain stock of such products in a timely and cost-efficient manner, and otherwise respond to consumer demands. Although we do not carry product inventory, and as a result, we are not directly impacted by supply chain disruptions, product shortages have resulted in, and may continue to result in, higher rates of out-of-stock items and delivery delays by shoppers, which have resulted in, and may continue to result in, more customer cancellations and redeliveries and overall customer dissatisfaction.

We regularly provide potentially dissatisfied customers with appeasement credits and refunds as well as incentives for future orders, which measures are intended to counteract any reputational harm and maintain customer satisfaction but are accounted for as direct reductions to our transaction revenue. These negative impacts to our revenue have harmed, and may continue to harm, our margin and results of operations, and the related customer dissatisfaction negatively impacts customer retention and engagement as well as our ability to continue growing our GTV, orders, and Instacart+ adoption. These negative impacts particularly harm our ability to engage with and retain customers in demographic groups that are historically less prevalent on Instacart, such as lower income customers, who may attribute less value to Instacart compared to alternatives

 

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due to these negative impacts. Efforts to reduce the overall costs associated with these appeasement credits and refunds, including by reducing appeasement credits and refunds generally, may also create reputational harm and impact our ability to attract or retain customers. Failure to retain existing customers or acquire new customers may also harm our relationships and commercial arrangements with retailers and brand partners as well as our ability to attract new retailer and brand partners. Past and future increases in the fees that we charge our customers may also reduce overall engagement by our customers or negatively impact new customer acquisition. If we are not able to continue to expand our customer base or fail to retain or drive greater engagement of customers or increase demand for our full-price or paid services, such as Instacart+, while balancing the interests of other constituents on Instacart, our revenue may grow slower than expected or decline, and our margin may be negatively impacted.

The success of our business is dependent on our relationships with retailers. The loss of one or more of our retail partners or reduction in their engagement with Instacart could harm our business.

In order to attract and expand our relationships with consumers, brands, and shoppers, we must attract new retailers and maintain our relationships with existing retailers. Consumers have strong preferences for their favorite retailers due to the trust these brands have created over generations, and our ability to increase consumer and brand adoption of Instacart depends on our ability to maintain our retail partners and maintain or increase their adoption of our offerings.

Our ability to attract and retain retailers depends on our ability to generate revenue for them. Retailers will not continue to do business with us if they do not believe that partnering with Instacart will generate a competitive return relative to other alternatives, including from our competitors. Retailers have in the past chosen, and could continue to choose, to partner with other online grocery platforms (exclusively or otherwise) or develop or acquire their own online grocery platforms, in either case in a specific geographic market or overall. Retailers may also choose to develop, acquire, or partner with other companies (exclusively or otherwise) for access to products and offerings for specific use cases, fulfillment options, features, or technologies, such as brand advertising and retail media platforms, prepared meals, shopping cart or checkout technologies, and others. Our future growth depends in part on our ability to not only engage new retailers but also to retain and expand existing retailer engagement with Instacart. However, retailers may decrease their engagement with Instacart based on factors which may not be within our control or whose impacts are difficult to predict. In particular, the COVID-19 pandemic, and related macroeconomic effects such as supply shortages and inflation, resulted in fluctuations in consumer shopping behaviors and preferences. For example, decreases in consumer discretionary income due to inflationary or recessionary economic pressures, as well as the cessation of government stimulus available during the COVID-19 pandemic, have impacted and may continue to impact average order values, have resulted in and may continue to result in decreased customer retention and engagement, and have reduced and may continue to reduce demand for premium or discretionary grocery purchases, which in each case may provide for less favorable economics for certain of our retail partners, including if we decide to increase fees as a result. An increase in retailer operating costs, or other deterioration in the financial condition of retailers, whether due to macroeconomics conditions (such as inflation) or otherwise, could cause retailers to raise prices, renegotiate contract terms, or cease operations, which we expect may influence our retailer fee terms. Further, as we expand our own offerings, changes in the mix of consumer engagement with our existing and new use cases, fulfillment options, features, and technologies, as well as any changes in online shopping behaviors, may also result in a decrease in engagement for certain retailers, due to less favorable economics or changes in retailers’ strategic focus. We may not be able to accurately predict the extent of the impact of the factors above on our business and growth initiatives and resulting new trends in retailer strategies and preferences, including due to our limited experience in operating our business at its current scale, scope, and complexity and limited historical data regarding impacts of these factors, which may harm our revenue growth, margin, and results of operations.

We enter into services agreements with our retail partners that provide for service fees in exchange for providing access to our technology solution. We recognize revenue as a percentage of the total purchase value

 

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from the sale of goods, a per transaction fee, the difference in price between amounts charged to customers for goods and the actual settlement price to the retailer for the goods, a license fee for the use of our technology platform, or a combination thereof. Payment by retailers is generally due immediately to 45 days upon receipt of invoice. Retailers may decide to not renew their agreements or ask to modify their agreement terms in a cost-prohibitive or strategically detrimental manner when their agreements are up for renewal, including in the near term, due to factors such as macroeconomic uncertainty, the impact of future public health outbreaks, dissatisfaction with existing or proposed terms in their service agreements, changes in customer shopping behavior and preferences on Instacart and among our use cases, fulfillment options, and other offerings. For example, we have modified, and may need to modify in the future, retailer fee arrangements to attract and retain retailers, modify payment processing arrangements, or make other changes that reduce our transaction revenue, in each case due to competition, retailer business downturns, lower average order values, and other factors. Retailers have in the past shifted away from exclusive arrangements with us for various reasons, including to partner with other or additional online grocery platforms, and additional retailers may decide to shift away from such arrangements in the future. Our inability to maintain our relationships with retailers on terms consistent with or better than those already in place and that are otherwise favorable to us could increase competitive pressure, impact grocery product and/or offering pricing, and otherwise adversely affect our business, financial condition, and results of operations. Retailer consolidation may also result in a decrease in or cessation of engagement with Instacart, or result in Instacart receiving less favorable contract terms with the consolidated entity. For example, Whole Foods Market, which was a significant retail partner in 2018, ceased using our services in May 2019 following its acquisition by Amazon.com, which operates its own online grocery platform. Retailers could also experience downturns or fail, including due to macroeconomic pressures, fail to adopt additional offerings or fulfillment methods, or cease using Instacart altogether for many reasons. The grocery industry has traditionally been slow to adopt new technologies, fulfillment options, and online enablement in general, including due to lack of confidence in the online grocery industry, preference for in-store shopping due to resulting organic shopping behaviors, or general resistance to adopting Instacart, and is typically characterized by comparatively lower margin and high cash needs. As a result, we have at times experienced, and may continue to experience, slower adoption and implementation of our offerings by our retail partners as well as retailer turnover. If we lack a sufficient variety and supply of retailers, or lack access to the most popular retailers, such that Instacart becomes less appealing to consumers and brands, our business may be harmed.

We currently generate significant GTV and revenue from a small number of retailers. Our top three retailers accounted for approximately 43% of our GTV for the years ended December 31, 2021 and 2022, as well as for the six months ended June 30, 2023. While GTV and revenue from our largest retail partners may decrease as a percent of our total GTV and revenue over time as we generate more GTV and revenue from other retailers, we believe that GTV and revenue from our largest retailers will continue to account for a significant portion of our GTV and revenue for the foreseeable future. If any of these retailers were to suspend, limit, or cease their operations or otherwise terminate their relationships with us, the attractiveness of Instacart to consumers and brands could be materially and adversely affected.

We are still in the early stages of building our Instacart Ads offerings. If we fail to grow our advertising revenue, our business, financial condition, and results of operations would be negatively impacted.

We are still in the early stages of building our Instacart Ads offerings and are continuing to grow and scale our advertising revenue model. Our agreements with brand partners provide that service fees are paid for continually promoting a brand during the duration of the term applicable to a given advertising campaign. Contracts applicable to a given advertising campaign are typically less than one year in duration. We recognize revenue in the amount that we have the right to invoice as advertising services are rendered, which occurs upon delivery of clicks for Sponsored Product ads, upon delivery of impressions, or over the contract term on a fixed fee basis for display ads. Payment for our advertising offerings is generally due 30 to 90 days upon receipt of invoice. Although we have significantly grown our advertising and other revenue and launched a number of new advertising capabilities in recent years, we are still optimizing and refining the execution of our growth strategy for our Instacart Ads offerings and face certain challenges associated with scaling such newer offerings. As such, there is no assurance that this advertising revenue model will

 

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continue to be successful or that we will generate increasing advertising revenue, and the pace of expansion of our Ads offerings may fluctuate. To sustain or increase our advertising revenue, we must attract new brands and encourage existing brands to maintain or increase their advertising spend on Instacart given we do not typically have long-term commitments from brands. To do this, we must expand the number of markets where we offer advertising, attract new retailers and expand our relationships with existing retailers, acquire new customers and increase the engagement of existing customers, and increase the breadth and functionality of our advertising products to create more value for our brand partners, including new advertising formats, new measurement tools, increased brand awareness, and other capabilities to deliver attractive return on investment to brand partners. If we are unable or choose not to expand our advertising markets, develop or pursue innovative advertising models and offerings, or expand our relationships with more retailers, or if we are unable to acquire new customers or increase the engagement of existing customers, we may not be able to successfully grow our advertising and other revenue. In addition, our advertising and other investment rate may fluctuate, particularly if we generate more GTV growth from retailers’ owned and operated online storefronts where we do not provide advertising, such as those utilizing Instacart API.

Changes to our advertising policies and privacy, data security, and data protection practices, laws, legislation, or regulations, or the regulatory enforcement thereof, may affect the products that we are able to provide to brands, which could harm our business. Actions by operating system platform providers or application stores such as Apple or Google may affect our offerings or services or how we collect, use, and share data from end-user devices in connection with Instacart Ads. For example, Apple implemented a requirement for applications using its mobile operating system, iOS, to affirmatively (on an opt-in basis) obtain an end user’s permission to track user activity across apps or websites or access users’ device advertising identifiers for advertising and advertising measurement purposes, as well as other restrictions. In addition, Google has announced that it will cease support for advertising cookies that permit the tracking of users across sites and applications and instead will introduce new advertising targeting solutions from its Privacy Sandbox. The long-term impact of these and other privacy and regulatory changes remains uncertain and may harm our growth, business, and profitability.

In addition, expenditures by brands tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns. Adverse macroeconomic conditions, including as a result of the COVID-19 pandemic, have also adversely affected the demand for advertising and caused brands to reduce the amounts they spend on advertising. For example, we have seen and may continue to see reduced demand for advertising from brands that are exercising caution with their spending budgets and either slowing or reducing their campaigns due to, among other things, macroeconomic uncertainty, including from inflation, rising interest rates, global supply chain disruptions, labor shortages, geopolitical events including the war in Ukraine, and reduced consumer confidence. These factors had a negative impact on our advertising revenue in 2022 and the first half of 2023, and such impact may continue in future periods. These factors may also negatively impact our ability to forecast our advertising revenue as the extent of the ongoing impact of these macroeconomic factors on our business and on global economic activity generally is uncertain and may continue to adversely affect our business, operations, and financial results. In addition, our brand partners’ sales generated from digital marketing campaigns on Instacart may fail to meet their expectations, including as a result of decreases in GTV growth, which in turn may result in reductions in future brand partner digital marketing spend on Instacart and related decreases in advertising and other revenue in future periods. Our ability to sustain or increase profitability depends in part on our advertising revenue, and failure to maintain or grow our advertising revenue could harm our prospects, business, financial condition, and results of operations, as well as impact our ability to strategically lower fees and invest in larger marketing campaigns, new offerings, and select geographic expansions.

The markets in which we participate are highly and increasingly competitive, with well-capitalized and better-known competitors, some of which are also partners. If we are unable to compete effectively, our business and financial prospects would be adversely impacted.

The markets in which we compete are evolving rapidly and are highly competitive with increasing competitive pressure. Our business is complex and encompasses a number of offering types and fulfillment methods.

 

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With respect to Instacart Marketplace, our current and potential competitors include, but are not limited to: (i) existing and well-established online grocery or shopping alternatives, including digital-first platforms, such as Amazon and Thrive Market, (ii) brick-and-mortar retailers that have their own digital and fulfillment offerings, such as Target and Walmart, some of which decide to partner with Instacart to complement their own offerings, (iii) companies that provide eCommerce and fulfillment services for third parties, including retailers, whether online or offline, such as DoorDash, Shipt (acquired by Target), and Uber Eats, (iv) digital-first platforms entering the grocery market by owning inventory, including DashMart (owned by DoorDash), Fresh Direct, Getir, and Gopuff, which may include existing retailers on Instacart, which could eventually eliminate their need to partner with us or limit their use of Instacart Marketplace, (v) companies that provide eCommerce and fulfillment services that focus on discrete categories of products, such as alcohol or prescription delivery, including Drizly (acquired by Uber), and (vi) companies that offer direct to consumer ingredient or meal offerings, such as Blue Apron or Misfits Market, some of which may partner with Instacart to complement their own offerings. Most consumers currently choose to shop for themselves at brick-and-mortar grocery stores, regardless of whether we partner with the retailers that operate these stores. Also, the cost to switch between providers of online grocery shopping is low for consumers, and consumers within various demographics have a propensity to shift to the lowest-cost or highest-quality provider and may use more than one delivery platform.

With respect to Instacart Enterprise Platform, our current and potential competitors include, but are not limited to: (i) companies that are focused on the online grocery enterprise services industry, as well as larger enterprise software companies that have products and services that provide retailers with some of the benefits we offer through Instacart Enterprise Platform, (ii) micro-fulfillment or automated warehouse providers that support grocery retailers’ owned and operated offerings, such as Ocado, and (iii) existing and potential retailers on Instacart who develop or may in the future develop their own enterprise eCommerce system. In addition, our competitors include companies that provide point solutions for individual components of Instacart’s eCommerce offering such as picking technology and retail media network solutions. Our competitors may also make acquisitions or establish cooperative or other strategic relationships among themselves or with others, including retailers. While there may be costs to switch between enterprise products, retailers may shift to the platform that offers the lowest service fee for their products and provides the highest volume of orders, or build their own. Our Instacart Enterprise Platform also includes in-store technology offerings, including Caper Carts, Scan & Pay, Lists, Carrot Tags and other in-store applications, which face competition from other retailer technology solution providers, such as Veeve.

With respect to Instacart Ads, our current and potential competitors include, but are not limited to: (i) third-party platforms that assist retailers with monetization of their digital offerings for consumers, such as CitrusAd (acquired by Publicis Groupe), Criteo, and Quotient, (ii) first-party retailer-owned solutions that provide online advertising opportunities to CPG brands on their owned and operated domains, such as Amazon, Target, Walmart, and others, some of which are also retailers on Instacart, (iii) companies that provide eCommerce and fulfillment services for third parties, including retailers, which currently offer or may in the future offer advertising products, such as DoorDash and Uber Eats, and (iv) companies that offer established online advertising products that are not specifically limited to the grocery industry, such as those offered by Amazon, Google, Meta, and Snap.

We also compete for shoppers with many of the same companies with which we compete for customers, as well as companies in industries unrelated to ours that offer personal task-based services. The majority of shoppers do not shop on Instacart as their primary occupation or source of income. As such, a shopper, or someone considering to be a shopper, weighs that opportunity against others, such as traditional employment, personal task-based services, school, personal time, or other options in the labor market. Because switching costs are low, shoppers may shift to another platform that has higher, or is perceived to have higher, earnings potential.

Further, while we work to expand further in the United States and Canada and potentially enter international markets, and introduce new offerings across a range of industries, many of our competitors remain focused on a limited number of products or on a narrow geographic scope, allowing them to develop specialized expertise and employ resources in a more targeted manner than we do. As we and our competitors introduce new offerings, and

 

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as existing offerings evolve, we expect to become subject to additional competition. If we are unable to offer comparable or superior offerings, our business may be adversely affected. In addition, our competitors may adopt certain of our features, or may adopt innovations that consumers value more highly than ours, which would render our offerings less attractive or reduce our ability to differentiate our offerings.

Many of our competitors are well-capitalized and are able to offer discounted or free services, shopper incentives, consumer discounts and promotions, innovative products and offerings, and alternative pricing models, which may be more attractive to consumers, retailers, brands, or shoppers than those that we offer. In addition, we may not be able to effectively compete with service offerings from vertically integrated competitors, such as Amazon or Drizly, which control both the brick-and-mortar retailer and online fulfillment technology. Certain brick-and-mortar retailers that have their own digital offering, such as Walmart, also have significant size, scale, geographic, and shopper base advantages, which may allow them to grow online GTV or capture increasing share of the online grocery market more effectively and at a faster rate than us. Competitors may also offer fulfillment options from our retail partners, despite having no formal engagement with such retailers. Further, some of our current or potential competitors have, and may in the future continue to have, greater resources and access to larger consumer and shopper bases in a particular geographic area. In addition, our competitors in certain geographies enjoy substantial competitive advantages, such as greater brand recognition, longer operating histories, larger marketing budgets, better localized knowledge, and/or fewer regulatory challenges. Smaller competitors may be more nimble at anticipating and meeting changing market dynamics. As a result, such competitors may be able to respond more quickly and effectively than us in such markets to new or changing opportunities, technologies, consumer preferences, regulations, or standards, which may render our offerings less attractive. In addition, future competitors may share in the effective benefit of any regulatory or governmental approvals and litigation victories we may achieve, without having to incur the costs we have incurred to obtain such benefits.

For all of these reasons, we may not be able to compete successfully against our current and future competitors. Our inability to compete effectively would have an adverse effect on our ability to acquire new customers, retailers, and brand partners or increase the engagement of our existing customers, retailers, and brand partners, or would otherwise harm our business, financial condition, and results of operations. Third parties may also gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.

If we fail to cost-effectively engage shoppers on Instacart, or attract and retain shoppers, our business could be harmed.

Shoppers pick and deliver goods to customers on Instacart. We enter into agreements with shoppers for them to provide fulfillment services to customers through Instacart and our technology. Our agreements with shoppers generally remain in effect until terminated by the shopper or by us. Shoppers may generally terminate their agreements with us at any time by providing us written notice and such agreements do not provide for any exclusivity.

If there are not enough shoppers on Instacart, customer orders may be late, may go unfulfilled, or may be incorrectly fulfilled, which would have a negative effect on those impacted customers and retailers and consequently on our business. If there are too many shoppers on Instacart, there may be an insufficient number of customers placing orders to keep shoppers occupied, engaged, and satisfied with their earnings potential on Instacart. If we are unable to attract shoppers on favorable terms or increase utilization of Instacart by existing shoppers, if we lose shoppers on Instacart, or if shoppers determine it is no longer economically worthwhile to provide services on Instacart due to factors that may be beyond our control, including the costs of gasoline, vehicles, or insurance, changes in consumer behaviors in grocery shopping (such as smaller order sizes), actual or perceived economic advantages of providing services with other companies that engage independent contractors, including our competitors, our growth objectives and our business and prospects could be seriously harmed.

 

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The number of shoppers on Instacart could decline or fluctuate as a result of a number of factors, including shoppers choosing not to provide their services through Instacart as a result of being dissatisfied with their earnings potential, our pay model or changes to our pay model, changes to the terms of our independent contractor agreement, shopper incentives, our retail partners, having a poor experience on Instacart, or deciding to pursue other work opportunities. For example, shoppers may prefer to provide services through other companies that engage independent contractors if these companies provide benefits such as insurance or if shoppers simply prefer other app-based work opportunities, such as passenger transportation or restaurant delivery, for non-economic reasons. Many shoppers provide services part-time and have other independent contracting work or employment. Factors outside of our control, including macroeconomic factors, and improvements in labor markets, may cause shoppers to cease providing services on Instacart and become employees elsewhere. Shopper dissatisfaction has in the past resulted in shopper protests, coordinated shopper work stoppages, shoppers choosing not to provide their services through Instacart, and negative press. Any protests, work stoppages or refusals to provide services may result in interruptions to our business or negative publicity and may otherwise harm our business and reputation. While we have implemented strategic initiatives and commitments to bolster our reputation with shoppers in the past, and intend to continue implementing such initiatives and commitments in the future, there can be no assurance that these will be effective to retain shoppers and maintain or improve our reputation with shoppers.

From time to time, we have experienced, and expect to continue to experience, shopper shortages, often due to factors that are not within our control and which may be difficult to predict. We provide shoppers with significant flexibility in when, where, and how they wish to shop. Shoppers are also permitted to provide services on other app-based platforms. To the extent that we experience shopper shortages, we may need to provide or increase incentives to shoppers in order to attract them to Instacart, which would negatively impact our financial results. Our expectations and predictions for shopper needs and preferences may also be inaccurate or incomplete, including due to a lack of historical data for our current scale and scope of operations or due to consumer demand surges as a result of any future public health outbreaks. Under these circumstances, we may not be able to attract enough shoppers to fulfill orders in a timely manner even with shopper incentives. Consequently, if shopper shortages lead to the inability of customers to place orders through Instacart or to delayed or incorrect orders, we may lose customers to another online grocery platform or to other modes of shopping, particularly customers in certain demographic groups who have historically been less prevalent users of Instacart and are more difficult to engage or retain, which would harm our growth, profitability, and results of operations. Finally, the loss of customer orders due to a lack of shoppers to fulfill them or due to incorrect order fulfillment may reduce the perceived value of our offerings to retailers, who may in turn leave Instacart.

In addition, authorities have passed laws or adopted regulations, and may continue to do so in the future, requiring shoppers in the applicable jurisdiction to undergo a materially different type of qualification, training, licensure, screening, or background check process, which could be costly and time-consuming. These laws have also required us to, or may in the future require us to, fix minimum levels of compensation and provide certain benefits for shoppers, disclose additional details about orders, prices, and shopper earnings, and handle shopper account deactivation in a prescribed manner, which could force us to create new administrative processes and negatively affect our ability to attract and retain retailers, customers, or shoppers, as well as require us to share competitively sensitive information that may cause harm to our business. Court decisions interpreting or otherwise affecting such laws regarding shopper classification or shopper pay and benefits may also negatively affect our ability to attract and retain retailers, customers, or shoppers. Even if not costly or time-consuming, such changes could reduce the number of shoppers in those markets or extend the time required to recruit new shoppers to Instacart, which could adversely impact our growth, business, and results of operations.

Often, we are forced to balance tradeoffs between the satisfaction of various constituents on Instacart, as a change that one category views as positive may be viewed as negative to another category. For example, we take certain measures that are designed to protect against fraud, help increase safety, and prevent privacy and security breaches, such as imposing certain qualifications for shoppers and terminating access to Instacart for shoppers with reported incidents, that may be popular with consumers but may also damage our relationships with

 

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shoppers or discourage or diminish their use of Instacart. Certain measures we take to incentivize shoppers, such as smaller windows for reducing tips after an order is complete, may be popular with shoppers but may also be viewed negatively by consumers who wish to have more flexibility over tipping. Further, increased shopper flexibility in when, where, and how to shop may result in shopper shortages during periods of peak demand, which may cause frustration with customers and retailers. If we do not adequately balance the tradeoffs among the various constituents on Instacart and continuously assess such tradeoffs in the context of prevailing market and competitive factors, our business may be harmed.

The COVID-19 pandemic had a significant impact on our business, and there is uncertainty regarding its future impact and the impact of any future public health outbreaks on our business, operations, and the markets and communities in which we, consumers, retailers, brands, and shoppers operate.

The COVID-19 pandemic had a significant impact on the markets and communities in which we and consumers, retailers, brands, and shoppers operate and resulted in significant changes in demand for our offerings and our business in general over a limited time period. The growth in the number of customers, retailers, brands, and shoppers, as well as usage by customers, of our offerings during the COVID-19 pandemic resulted in some temporary response delays and outages, which negatively impacted our business and operations. Additionally, operational changes at retailers, such as limiting hours of operations, the number of items that can be purchased, or the total number of individuals allowed in a store at any one time, impacted the ability of customers to place orders through Instacart and otherwise caused operational disruption and led to customer dissatisfaction. The COVID-19 pandemic also caused surges in demand for our offerings that resulted in shopper shortages despite the availability of shopper incentives that we provided. These shortages were at times exacerbated by periods of reduced shopper activity due to perceived risk of infection or health risk or renewed governmental restrictions and mandates. In response, we invested significant financial resources, including in the form of bonuses, higher earnings and additional benefits, and organizational efforts to address these technical and operational challenges. We also invested significant financial resources across our business operations to protect the health and safety of customers, shoppers, and employees, and had to significantly modify our operations and adjust our services and technology.

While these effects have subsided and continue to subside, the full extent to which the COVID-19 pandemic may continue to impact our business, results of operations, and financial condition will depend on future developments that are uncertain and cannot be accurately predicted. We cannot assure you that these effects will remain reduced in the future, including due to potential new public health outbreaks. We could face further operational disruptions and incur additional expenses in connection with future public health outbreaks, including expenses associated with our health and safety protocols and processes, that could adversely affect our business and results of operations. Further, due to the size, scope, and nature of our operations, which have significantly expanded since the start of the COVID-19 pandemic, the expenses we may need to incur to protect the health and safety of shoppers and certain of our employees may be higher than similar expenses that companies in other industries may need to incur. In addition, the larger scale and scope of our business and the prolonged impact of the COVID-19 pandemic on our business may make it difficult for us to predict how businesses, consumers, shoppers, or our partners, including retailers and advertisers, will operate in the post-COVID-19 environment. To the extent future public health outbreaks adversely affect our business and financial results, they may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Mergers or other strategic transactions by competitors or retailers could weaken our competitive position and adversely affect our business.

If one or more competitors or retailers were to merge, acquire, or partner with another competitor or retailer, the change in the competitive landscape could adversely affect our ability to compete effectively. For example, Uber acquired Postmates and Cornershop in 2020 and completed its acquisition of Drizly in 2021, all of which are competitors. Consolidation amongst major retail partners, such as the pending merger between Albertsons and Kroger, could impact contractual negotiations with such retail partners, result in lower utilization of our

 

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products, or lead ultimately to termination of existing retailer engagements. In addition, our competitors may also establish or strengthen cooperative relationships with current or future retailers, brands, and other parties with whom we have relationships, which could limit our ability to promote our offerings to those retailers and reduce our number of customers. As a result of these and future potential acquisitions, current and future retailers may begin working more closely, or on an exclusive basis, with other competitors with whom they have combined or otherwise established new relationships. Disruptions in our business caused by these events could adversely affect our business and results of operations.

The failure to achieve increased market acceptance of online grocery shopping and our offerings could seriously harm our business.

The market acceptance of our offerings is critical to our continued success. Historically, consumers and retailers have been slower to adopt online grocery shopping than eCommerce offerings in other industries such as consumer electronics and apparel. Grocery is a complex market, and improving upon the consumer in-store experience through an online platform is difficult due to broad consumer demands on selection, quality, value, and convenience. Grocery shopping habits and related consumer preferences are complex and diverse across and within markets and across demographics and age groups. Changing traditional grocery shopping habits is difficult, and if consumers and retailers do not embrace the transition to online grocery shopping and connected shopping experiences as we expect, our business and operations could be harmed. The amount of influence we may have over these shopping habits and preferences, and the methods at our disposal to exercise such influence (including marketing and incentives), may be limited, and we are dependent on external influences over shopping habits, such as public health incidents and inclement weather, and macroeconomic factors such as inflationary pressures. In particular, shopping habits and preferences vary between younger and older consumers, consumers across different income groups, and among other demographic characteristics, and to be successful, we need to effectively increase market acceptance across all age, income, and other demographically different groups by increasing brand awareness and focusing marketing efforts on relevant habits and preferences. Moreover, even if more consumers begin to shop for groceries online, if we are unable to address their changing needs, or the evolving needs of retailers or brands, and anticipate or respond to market trends and new technologies in a timely and cost-efficient manner, we could experience decreased adoption, increased customer churn and lose the support of retailers and brands, any of which would adversely affect our business and results of operations. Demand for our offerings is also affected by a number of factors beyond our control, including macroeconomic conditions, initiatives by retailers to influence shopping behavior, continued market acceptance of our offerings, the timing of development and release of new offerings and features by us and our competitors, technological change, brand recognition, and growth or contraction in our markets. If we fail to achieve increased market acceptance of our offerings, our business could be seriously harmed.

We expect a number of factors to cause our results of operations and operating cash flows to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

Our results of operations could vary significantly from quarter to quarter and year to year because of a variety of factors, many of which are outside of our control. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. In addition to other risk factors discussed in this section, factors that may contribute to the variability of our quarterly and annual results include:

 

   

our ability to accurately forecast revenue and appropriately plan our expenses;

 

   

macroeconomic pressures, such as inflation and supply chain disruptions;

 

   

the impact of future public health threats on our business;

 

   

the subsiding effects of the COVID-19 pandemic on demand for online grocery;

 

   

revenue and fulfillment option mix shifts as we enhance Instacart with new offerings, use cases, and functionality;

 

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timing of the recognition of our deferred revenue;

 

   

timing of strategic investments and expenditures;

 

   

fluctuations in operating expenses, including cost of revenue, as we seek to improve efficiencies, comply with changing regulatory requirements, and expand our business, offerings, and technologies;

 

   

changes to financial accounting standards and the interpretation of those standards, which may affect the way we recognize and report our financial results;

 

   

the effectiveness of our internal controls;

 

   

the seasonality of our business; and

 

   

our ability to collect payments from retailers and brands on a timely basis.

The impact of one or more of the foregoing and other factors may cause our results of operations to vary significantly. In particular, we experienced substantial growth stemming from the increased demand for online grocery driven primarily by the COVID-19 pandemic and have also made significant changes to our business, including through scaling our operations to meet the increased demand and implementing new business and product initiatives, which have impacted our expenses and margin. These historical shifts and trends are not necessarily indicative of our future performance and may obscure longer term trends in our business and results of operations. Relatedly, even as the circumstances that accelerated the growth and evolution of our business subside, we may experience sudden periods of high demand and related increased costs due to future public health outbreaks. Our business also continues to be impacted by adverse macroeconomic conditions and lingering effects of the COVID-19 pandemic, such as inflation and supply chain issues. As such, for these and other factors stated above, quarter-to-quarter and year-over-year comparisons of our results of operations may not be meaningful and should not be unduly relied upon as an indication of future performance.

Our operating cash flows may fluctuate significantly from period to period as a result of new initiatives and the timing of payments made to and/or received from retailers, shoppers, and vendors. In particular, certain transaction types, such as those involving EBT SNAP benefits and alcohol sales, have resulted and may continue to result in longer collection cycles. For example, in the second half of 2021, we experienced longer collection cycles due to the larger volume of EBT SNAP and alcohol transactions. Additionally, we make substantial weekly payments to shoppers on Tuesdays for services delivered on Instacart. As a result, 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. Additionally, 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 each reporting period. Due to this timing, our cash flows from operating activities may not be directly comparable from period to period.

Seasonality may cause fluctuations in our sales and results of operations.

We experience seasonality in both the number of orders and GTV on Instacart, as well as in our advertising and other revenue. We typically see lower levels of order volume growth in the second quarter and a portion of the third quarter resulting from lower usage of our offerings during the spring and summer months, followed by higher levels of order volume growth in the second half of the year during the back-to-school period and holiday season. Our rapid growth and the impact of the COVID-19 pandemic have made, and may in the future make, seasonal fluctuations difficult to detect, and future public health outbreaks may obscure future seasonality trends. In addition, during periods of inclement weather, the number of available shoppers generally decreases, while the number of orders from customers may increase, which may disrupt or obscure typical seasonal trends and make seasonal fluctuations difficult to detect. In addition, our advertising and other revenue has historically been seasonally high in the fourth quarter and seasonally low in the first quarter in a given year as a result of how advertisers deploy their budgets. Seasonality will likely cause fluctuations in our financial results on a quarterly basis. We expect these seasonal trends to become more pronounced over time if our growth slows. Moreover, other seasonal trends may develop or these existing seasonal trends may become more extreme, and the existing

 

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seasonality and customer and shopper behavior that we experience may change or become more significant, which would contribute to fluctuations in our results of operations.

If we or the third parties we rely on experience a security incident or unauthorized parties otherwise obtain access to or alter customers’ or shoppers’ data, our systems or data, our partners’ data, or Instacart, Instacart may be perceived as not being secure, and we may experience adverse consequences, including but not limited to regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations; reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences.

Operating our business and platform involves the collection, use, storage, transmission, and other processing of sensitive, proprietary, and confidential information, including personal information of customers, shoppers, and personnel, our proprietary and confidential information, and the confidential information of partners including retailers and brands. Security incidents compromising the confidentiality, integrity, and availability of this information and our systems (or those of third parties upon which we rely) could result from a variety of evolving threats including but not limited to cyber-attacks, computer malware (including as a result of advanced persistent threat intrusions), malicious code (such as viruses and worms), social engineering (including spear phishing and ransomware attacks), denial-of-service attacks (such as credential stuffing), credential harvesting, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, efforts by individuals or groups of hackers and sophisticated organizations, security vulnerabilities in the software or systems on which we rely, the malfeasance or error of our personnel (such as through theft or misuse), loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats.

Threat actors, nation-states, and nation-state-supported actors now engage, and are expected to continue to engage, in cyber-attacks, including for geopolitical reasons and in connection with military conflicts and operations. Due to the current geopolitical environment, we and the third parties upon which we rely are at heightened risk of these attacks, including cyber-attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell, and distribute our goods and services. In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

We also rely on a number of third parties to operate our critical business systems and process confidential and personal information, such as the payment processors that process customer credit card payments, cloud service providers, and customer care centers. Our ability to monitor these third parties’ information security practices is limited, and these third parties may themselves inappropriately access such confidential and personal information or may not have adequate security measures and could experience a security incident that compromises the confidentiality, integrity, or availability of the systems they operate for us or the information they process on our behalf, which could harm our reputation or adversely affect our business. If our third-party service providers experience a security incident or other interruption, we could experience adverse consequences. These supply chain attacks have increased in frequency and severity and we cannot guarantee that our service providers’ infrastructure or that the infrastructure of any partners of our service providers have not been compromised. While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, we cannot be certain that our applicable contracts with these third parties will adequately limit our data security-related liability to them or be sufficient to allow us to obtain indemnification or recovery from them for data security-related liability that they cause us to incur.

Remote work has become more common per our Flex First workforce model and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers, and devices outside our premises or network, including working at home, while in transit and in public locations. For example, technologies in our employees’ and service providers’ homes may not be as robust as in our offices and

 

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could cause the networks, information systems, applications, and other tools available to employees and service providers to be more limited or less reliable than in our offices. Further, the security systems in place at our employees’ and service providers’ homes, or other remote work locations, may be less secure than those used in our offices, and while we have implemented technical and administrative safeguards to help protect our systems as our employees and service providers work remotely, we may be subject to increased cybersecurity risk, which could expose us to risks of data or financial loss, and could disrupt our business operations. There is no guarantee that the privacy, data security, and data protection safeguards we have put in place will be completely effective or that we will not encounter risks associated with employees and service providers accessing company data and systems remotely. Additionally, future or past business transactions (such as acquisitions or integrations) have exposed and may in the future expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

Security incidents have occurred in the past, and may occur in the future, resulting in unauthorized, unlawful, or inappropriate access to, inability to access, disclosure of, or loss of the sensitive, proprietary and confidential information that we handle. For example, we have experienced in the past, and could experience in the future, credential stuffing or other types of attacks in which malicious third parties use credentials compromised in data breaches suffered by other companies or otherwise improperly obtain credentials to access accounts on Instacart. While we employ security measures designed to prevent, detect, and mitigate the potential for harm to our users from the misuse of user credentials on our network, these measures may not be effective in every instance.

Cybercrime and hacking techniques are constantly evolving, and we or the third parties we work with may be unable to anticipate attempted security breaches, react in a timely manner, or implement adequate preventative measures, particularly given increasing use of hacking techniques designed to circumvent controls, avoid detection, and remove or obfuscate forensic artifacts. If we, or the third parties we rely on, suffer, or are perceived to have suffered, a security breach or other security incident, we may experience a loss of customer confidence in the security of Instacart and damage to our brand, reduced demand for our offerings, and disruption of normal business operations. Such an incident may also require us to spend material resources to investigate and correct the issue and to prevent recurrence, expose us to legal liabilities, including litigation, regulatory enforcement, and indemnity obligations, and adversely affect our business, financial condition, and results of operations. Further, applicable privacy, data security, and data protection obligations may require us to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences. These risks are likely to increase as we continue to grow and process, store, and transmit increasingly large amounts of data. Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our privacy, data security, and data protection obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy, data security, and data protection practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims. We also cannot assure you that any security measures that we or the third parties we rely on have implemented will be effective against current or future security threats, despite taking measures designed to protect the security of the confidential and personal information under our control.

Interruptions or performance problems, including failure to ensure accessibility, associated with our offerings and technology capabilities may adversely affect our business, financial condition, and results of operations.

Our business and future growth prospects depend in part on the ability of our existing and potential customers and shoppers to access our offerings and technology capabilities at any time and within an acceptable amount of time. Instacart is built upon a complex system composed of many interoperating components and

 

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incorporates software that is highly extensive. Our software, including open source software that is incorporated into our code, may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released, and we have in the past released, and may in the future release, new software that inadvertently causes interruptions in the availability or functionality of Instacart. Bugs or errors in our software, including open source software that is incorporated into our code, misconfigurations of our systems, and unintended interactions between systems have in the past and could in the future result in our failure to comply with certain federal, state, or foreign reporting obligations, cause downtime that would impact the availability of our service to customers, retailers, brands, or shoppers, cause incorrect calculations relating to the payments we make to or fees we receive from or charge to customers, retailers, brands, or shoppers, or create vulnerabilities in our systems which bad actors may exploit to perpetrate fraud or otherwise harm our business. We have from time to time found defects or errors in our system and may discover additional defects or errors in the future that could result in platform unavailability or system disruption. In addition, we have experienced, and may in the future experience, disruptions, outages, and other performance problems due to a variety of other factors, including infrastructure changes, introductions of new functionality, human errors, capacity constraints due to an overwhelming number of customers accessing our offerings and technology capabilities simultaneously, website hosting disruptions, interruptions to business and operations due to malicious actors utilizing bots or other automated means to access Instacart, denial of service attacks, or other security-related incidents. In addition, retailers have experienced these issues, which have impacted the ability of customers and shoppers to place and fulfill orders with those retailers. These events have resulted and may continue to result in losses in revenue including through increased fraud activity and issuing appeasement credits and refunds as well as incentives for future orders to impacted customers. System failures in the future could result in significant losses of revenue, including due to losses of customers or retailers due to perceived weaknesses in our systems and protective measures. In addition, the affected party could seek monetary recourse from us for their losses, and such claims, even if unsuccessful, would likely be time-consuming and costly for us to address. Further, in some instances, we may not be able to identify the cause or causes of these performance problems or adequate remedies within an acceptable period of time.

It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our offerings and technology capabilities become more complex and customer traffic increases. When our offerings and technology capabilities are unavailable or customers or shoppers are unable to access our offerings and technology capabilities within a reasonable amount of time or at all, we have experienced and may in the future experience a loss of customers, retailers, brands, or shoppers, lost or delayed market acceptance of Instacart and our offerings, delays in payment to us by retailers, injury to our reputation and brand, regulatory inquiries, legal claims against us, and the diversion of our resources. In addition, to the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition, and results of operations may be adversely affected. We also rely on systems, including third-party systems, to deliver incentives and communications to customers and shoppers. Failure to properly configure these systems has previously had a negative impact on our business and may adversely impact our business in the future.

If we are not able to continue to introduce new features or offerings successfully and to make enhancements to existing offerings, our ability to grow and operate our business could be adversely affected.

Our ability to attract new customers, retailers, brands, and shoppers and increase revenue from existing customers, retailers, and brands depends in large part on our ability to enhance and improve our existing offerings and to introduce new features or offerings. To grow our business and be competitive, we must develop offerings, features, and functionality that reflect the constantly evolving nature of technology and the needs of consumers, retailers, brands, and shoppers. The success of these and any other enhancements or developments depend on several factors, including their timely introduction and completion, sufficient demand, and cost effectiveness. It is difficult to accurately predict consumer, retailer, brand, or shopper adoption of new features or offerings, and related shifts in consumer shopping behavior, as well as our recent rapid growth and limited experience in operating our business at its current scale, scope, and complexity. Such uncertainty limits our ability to predict our future results of operations and subjects us to a

 

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number of challenges, including our ability to plan for and model future growth. If we cannot navigate such uncertainties or are unable to successfully develop new features or offerings or to enhance our existing offerings or otherwise overcome technological challenges and competing technologies to gain market acceptance, then our business and results of operations will be adversely affected.

Our ability to develop new offerings, features, and functionality to meet industry demands is important to remaining attractive to consumers, retailers, brands, and shoppers, and if we fail to continue to successfully innovate, we could lose existing customers, retailers, brands, and shoppers, which could impact our growth and results of operations. We are building and improving machine learning models and other technological capabilities to drive improved customer and shopper experience, as well as efficiencies in our operations, such as optimized payment processing, customer service, shopper acquisition and onboarding, automated key support workflows, and batching, picking, and routing algorithms to help shoppers work more efficiently and with greater accuracy in fulfilling orders. While we expect these technologies to lead to improvements in the performance of our offerings and operations, including inventory prediction and customer traffic prediction and management, any flaws or failures of such technologies could cause interruptions or delays in our service, which may harm our business. For example, failure to accurately collect retailer catalog information, which drives item pricing and availability, or reflect changes to those files in our systems could result in significant losses of revenue. We are increasing our investment in product development and hiring and retaining highly skilled engineering personnel to support these efforts, but such investments may not be effective in maintaining or improving the experience for customers, shoppers, or retailers or provide a positive return on investment. Moreover, we may make these investments and other business decisions that reduce our short-term financial results if we believe that the decisions are consistent with our goals to improve our offerings, which we believe will improve our financial results over the long term. These decisions may not be consistent with the short-term expectations of our stockholders and research analysts covering us and may also not produce the long-term benefits that we expect, in which case our growth, business, financial condition, and results of operations could be adversely affected. In addition, technological innovation in the online grocery industry from our competitors or other third parties, such as automation or next-generation fulfillment, could render our offerings less desirable or obsolete.

We have incorporated and may continue to incorporate additional artificial intelligence and machine learning, or AIML, solutions into our platform, offerings, services, and features, including those based on large language models, and these applications may become more important to our operations or to our future growth over time. We expect to rely on AIML solutions to help drive future growth in our business, but there can be no assurance that we will realize the desired or anticipated benefits from AIML or at all. We may also fail to properly implement or market our AIML solutions. Our competitors or other third parties may incorporate AIML into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, our offerings based on AIML may expose us to additional lawsuits and regulatory investigations and subject us to legal liability as well as brand and reputational harm. For example, if the content, analyses, or recommendations that AIML applications assist in producing are or are alleged to be deficient, inaccurate, or biased, or infringe on third-party intellectual property rights, our business, financial condition, and results of operations may be adversely affected. Additionally, the use of AIML applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AIML applications could adversely affect our reputation and results of operations. AIML also presents emerging ethical issues and if our use of AIML becomes controversial, we may experience brand or reputational harm.

We are making substantial investments to expand our offerings and technologies to capitalize on new and unproven business opportunities and expect to increase such investments in the future. These new ventures are inherently risky, and we may never realize any expected benefits from them.

We have made substantial investments to expand our offerings and technologies to capitalize on new and unproven business opportunities, including new fulfillment options, expansion into retail categories outside of grocery, strategic initiatives such as Instacart Health and Instacart Business, the development of hardware

 

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products, and automated, AI, and machine learning-enabled technologies. We intend to continue investing significant resources in developing these technologies, tools, initiatives, features, and offerings that we believe will enable our success in new markets or areas of business and/or strengthen our core business. For example, we have expanded our offerings to retailers in categories adjacent to the grocery industry, including alcohol, pharmacy, electronics, beauty, and home improvement. We have also recently launched Connected Stores, a suite of in-store technologies, including artificial intelligence-powered shopping carts and customer checkout solutions, offered to our retail partners. If we do not spend our development budget efficiently or effectively on commercially successful and innovative technologies or ventures, or if we are unable to timely introduce and commercialize such offerings, we may not realize the expected benefits of our strategy. These initiatives also have a high degree of risk, as they involve nascent industries and unproven business strategies and technologies with which we have limited or no prior development or operating experience. Because these initiatives are new, they may involve claims and liabilities, expenses, regulatory challenges, and other risks, some of which we cannot currently anticipate. Certain initiatives may also involve committed incremental investments or payments over long periods of time before they become accretive to our revenue or margin, and if they never become accretive, we may be contractually obligated to make payments or incur expenses in connection with initiatives for an extended period without sufficient, or any, economic or financial benefit. For example, we have entered into warehouse leases in connection with our Carrot Warehouses offering, which involve upfront lease payment commitments and upfront capital expenditures. Further, our development efforts with respect to new offerings and technologies could distract management from current operations and divert capital and other resources from our more established offerings and technologies. For example, the design, development, manufacture, and distribution of hardware products produced by Caper is a new line of business for us that will require continued investment in operating expenses, headcount, and executive time and attention.

Producing and offering hardware products will also involve new or heightened risks to our business, such as manufacturing and inventory risks resulting from supply chain disruptions, user safety risks and additional expenses resulting from product defects. Although we believe these investments will improve our financial results over the long term, they may negatively impact our short-term financial results, which may be inconsistent with the short-term expectations of our stockholders. Moreover, there can be no assurance that consumer, retailer, or brand demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. It is also possible that offerings developed by others will render any new offerings noncompetitive or obsolete. Even if we are successful in expanding our offerings or technologies to enter new markets or areas of business, regulatory authorities may subject us to new rules or restrictions in response to our innovations that could increase our expenses or prevent us from successfully deriving value from these offerings or technologies. For example, our Instacart Health offering may subject us to rules governing the use and processing of health information, such as the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act, or collectively HIPAA, and regulatory requirements for interacting with health plans, government benefit programs, nonprofits, and other players in the healthcare space. If we do not realize the expected benefits of these investments, our business, financial condition, and results of operations may be harmed.

Our marketing efforts to help grow our business may not be effective, and failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase and engage our customer base and achieve broader market acceptance of our offerings.

Promoting awareness and driving adoption of our offerings is important to our ability to grow our business, and attracting and engaging new customers, retailers, brands, and shoppers can be costly. Our consumer marketing efforts currently include, without limitation, digital performance marketing that includes search, programmatic, and social; customer relationship management, or CRM, based marketing that includes push notifications, text messaging, email marketing, linear television, audio, and shopping ads; and co-marketing efforts with retailers, payment providers, and brands. To drive existing customer reengagement, we also utilize

 

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targeted promotions including time-limited free delivery offers and coupons. For shoppers, we reach them primarily through digital performance marketing and through in-app prompts. Our marketing initiatives may become increasingly expensive, and we may fail to generate a meaningful return on these initiatives, if at all. For example, we have incurred increased expenditures on our marketing and customer incentive initiatives as the circumstances that accelerated the growth of our business stemming from the effects of the COVID-19 pandemic subside, which have and may continue to have an effect on revenue and may harm our profitability in the near term. We also have limited experience conducting broad brand marketing campaigns and other marketing initiatives given the current scale, scope, and complexity of our business. Even if we successfully increase revenue as a result of our paid marketing efforts, it may not offset the additional marketing expenses we incur. Our marketing campaigns may also be long-term endeavors, and we may not be able to accurately assess the success of these campaigns for several periods. If our marketing efforts to help grow our business are not effective, we expect that our business, financial condition, and results of operations would be adversely affected.

If we fail to maintain and enhance our brand, our ability to engage or expand our base of customers, retailers, brands, and shoppers will be impaired and our business, financial condition, and results of operations may suffer.

Maintaining and enhancing our reputation as a differentiated and category-defining company is critical to attracting and expanding our relationships with customers, retailers, brands, and shoppers. The successful promotion of our brand and the market’s awareness of our offerings will depend on a number of factors, including our marketing efforts, ability to continue to develop our offerings, and ability to successfully differentiate our offerings from competitive offerings. We expect to invest substantial resources to promote and maintain our brand, but there is no guarantee that our brand development strategies will enhance the recognition of our brand or lead to increased sales. The strength of our brand will depend largely on our ability to provide quality services at competitive prices. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in promoting and maintaining our brand and reputation. In order to protect our brand, we also expend substantial resources to register and defend our trademarks and to prevent others from using the same or substantially similar marks. Despite these efforts, we may not always be successful in protecting our trademarks, and we may suffer dilution, loss of reputation, or other harm to our brand. If our efforts to cost-effectively promote and maintain our brand are not successful, our results of operations and our ability to attract and engage customers, partners, and employees may be adversely affected. Further, even if our brand recognition and customer loyalty increase, this may not yield increased revenue for us.

Unfavorable publicity regarding Instacart, shoppers, customer service, or privacy, data security, and data protection practices could also harm our reputation and diminish confidence in, and the use of, our services. Fear of loss of customers or lack of customer adoption due to poor service quality or negative customer or shopper reviews or press may make retailers reluctant to join or remain on Instacart. The same negative network effects could occur as a result of trust and safety or fraud incidents. The loss of customers or retailers due to poor shopper performance or a trust and safety incident caused by a shopper, customer, or third party could harm our business. In addition, negative publicity related to marketing partners or key brands that we have partnered with may damage our reputation, even if the publicity is not directly related to us. If we fail to maintain, protect, and enhance our brand successfully or to maintain loyalty among customers, retailers, brands, and shoppers, or if we incur substantial expenses in unsuccessful attempts to maintain, protect, and enhance our brand, we may fail to attract or increase the engagement of customers, retailers, brands, and shoppers, and our business, financial condition, and results of operations may suffer.

If we fail to offer high-quality support, our ability to attract and engage customers and shoppers could suffer.

Customers and shoppers rely on our support personnel to resolve issues and realize the full benefits that Instacart provides. High-quality support to both customers and shoppers is also important for the expansion of Instacart’s use by our existing customers. The importance of our support function will increase as we expand our business and pursue new customers. We rely in part on support personnel and contractors in countries outside of the United States, and

 

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government actions in those countries such as curfews have in the past and could in the future slow down our systems and ability to timely respond to customer and shopper issues. If we do not help customers and shoppers quickly resolve issues and provide effective ongoing support, our ability to maintain and expand our revenue from existing and new customers could suffer, as well as our reputation with existing or potential customers.

Our pricing methodologies are impacted by a number of factors and ultimately may not be successful in attracting and engaging customers, retailers, brands, and shoppers. Future changes to our pricing model could adversely affect our business.

Demand for our offerings is highly sensitive to a range of factors, including our strategies relating to the amount of potential earnings required to attract shoppers, incentives paid to shoppers, and the fees we charge retailers, brands, and customers. Many factors, including operating costs, legal and regulatory requirements, constraints or changes, supply chain issues, the price sensitivity of consumers in different income groups or other demographics, inflation, and our current and future competitors’ pricing and marketing strategies, could significantly affect our pricing strategies. There can be no assurance that we will not be forced, through competition, regulation, or otherwise, to reduce the price of delivery for customers, increase the incentives we pay to shoppers that utilize Instacart, reduce the fees we charge retailers or brands, or increase our marketing and other expenses to attract and increase the engagement of customers, retailers, brands, and shoppers in response to competitive, regulatory, and other external pressures. For example, certain of our competitors offer, or may in the future offer, lower-priced or a broader range of offerings, including subscription offerings for bundled services. We may need to spend significant amounts on marketing and both customer and shopper incentives to deploy innovative and novel pricing and incentive strategies to retain or attract new customers and shoppers. We have launched, and may in the future launch, new pricing strategies and initiatives, such as subscription offerings like Instacart+, and customer or shopper loyalty programs, or modify existing pricing methodologies or pricing models, due to a variety of reasons, including to address changes in the market for our offerings as competitors introduce new offerings and features or in response to regulatory or other legal challenges, any of which may not ultimately be successful in attracting and engaging customers, retailers, brands, or shoppers. We also offer retailers tools and products, including through our Eversight business, to enable them to optimize online pricing and promotions strategies. If these solutions fail to generate improved results for retailer sales, retailers may choose to not use such solutions. If these solutions negatively impact consumer price perception, our brand reputation and our ability to attract and retain customers could be harmed. The increasing complexity of our pricing models and related expansion of our business may also require us to update our internal systems for invoicing retailers or brands or incur costs to remediate errors or disputes in existing invoices.

Further, consumers’ price sensitivity may vary by geographic location, and as we expand, our pricing methodologies may not enable us to compete effectively in these locations. In particular, if we were to continue expanding internationally, we may be required to change our pricing strategies and to adjust to different cultural norms, including with respect to consumer pricing and gratuities. While we do and will attempt to set prices based on our prior operating experience and customer, retailer, brand, and shopper feedback and engagement levels, our assessments may not be accurate or there may be errors in the technology used in our pricing, and we could be underpricing or overpricing our services. In particular, we have limited experience pricing our offerings in the post-COVID-19 environment and at the current scale, scope, and complexity of our business. As a result, our historical data and operating experience may be insufficient to adequately inform our future pricing strategies for changing market environments. In addition, if the services on Instacart change, then we may need to revise our pricing methodologies. Changes to any components of our pricing model may, among other things, result in customer dissatisfaction, lead to a loss of customers on Instacart, and seriously harm our business.

If customers, retailers, brands, shoppers, or other third parties using Instacart engage in, or are subject to, criminal, violent, inappropriate, or dangerous activity, it could have an adverse impact on our reputation, business, financial condition, and results of operations.

We are not able to control or predict the actions of customers, retailers, brands, shoppers, and other third parties, either during their use of Instacart or otherwise, and we may be unable to protect or provide a safe

 

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environment for constituents on Instacart as a result of criminal, violent, inappropriate, or dangerous actions by any such parties. Such actions have historically resulted, and may in the future result, in injuries, property damage, or loss of life for customers, retailers, brands, shoppers, and other third parties, as applicable, or business interruption, brand and reputational damage, or significant liabilities for us. Certain events, including incidents of criminal behavior, episodes of civil unrest, or the imposition of curfews, may impact retailers, which in turn may impact the ability of shoppers to provide services to customers through Instacart. With respect to shoppers, although we administer certain qualification processes for shoppers on Instacart, including one or more general identification, criminal background, department of motor vehicle, and/or motor vehicle record checks on shoppers through third-party service providers prior to engagement, these qualification processes and background checks may not expose all potentially relevant information and are limited in certain jurisdictions according to national and local laws and availability of records. Moreover, our third-party service providers may fail to conduct such background checks adequately or disclose information that could be relevant to a determination of eligibility. We have in the past received, and we expect to continue to receive, complaints from shoppers, customers, retailers, and other third parties, as well as actual or threatened legal action against us related to shopper, customer, retailer, and other third party conduct.

If shoppers or individuals impersonating shoppers or customers engage in criminal activity, fraud, including identify theft, use of stolen or fraudulent credit card data, misconduct, or inappropriate conduct or use Instacart as a conduit for criminal activity, or we fail to identify or detect, or experience delays in identifying or detecting such activity or events, our offerings may not be viewed as safe, and we may receive negative press coverage as a result, which would adversely impact our brand, reputation, and business. We have in the past experienced, and may experience in the future, inappropriate conduct and criminal activity by certain shoppers or other bad actors, including fraudulent uses of credit cards, exploitation of vulnerabilities in our or our partners’ software, social engineering attacks to gain access to customer and shopper accounts, as well as fraudulent use of our payment card programs. This conduct has in the past involved, and may in the future involve, coordinated and complex fraud schemes that are difficult to detect and prevent. Given their complexity, such schemes have in the past persisted, and future schemes may also persist, for lengthy periods prior to detection. As a result of these fraudulent schemes, we have in the past been, and may in the future be, liable for orders facilitated on Instacart with fraudulent credit card transactions, even if the associated financial institution approved the credit card transaction. In addition, even if we are not contractually required to do so, we have historically provided retailers with business concessions for related losses in certain cases and may provide additional concessions as a result of future schemes. These retailer concessions and any liability we otherwise face from such inappropriate or fraudulent conduct negatively impact our revenue and financial results. In addition, the process for quantifying the amount of financial losses from these fraudulent schemes may be lengthy, in part due to their complexity and, if the fraudulent activity occurs through systems controlled by our partners, we may be unable to remediate or prevent this activity in a timely manner or at all due to limitations in, or our ability to, interact with such systems. As a result, the impact of such schemes on our financial results may continue into future periods or have higher impacts to our financial results than we anticipate, even following their termination. Our failure to adequately detect, address, or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action, result in errors in our financial statements that could result in corrections to or restatements of our historical financial statements, cause delays in the preparation and filing of our periodic reports as well as failures to meet our reporting and other obligations as a public company, and lead to expenses that could adversely affect our business, financial condition, and results of operations. If other criminal, inappropriate, or other negative incidents occur due to the conduct of customers, retailers, brands, shoppers, or other third parties, our ability to attract customers, retailers, brands, and shoppers may be harmed, and our reputation, business, and financial results could be adversely affected.

Public reporting or disclosure of reported safety information, including information about safety incidents reportedly occurring on or related to Instacart, whether generated by us or third parties, such as media or regulators, may adversely impact our business and financial results.

 

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Further, we may be subject to claims of significant liability based on traffic accidents, deaths, injuries, or other incidents that are caused by shoppers, customers, or third parties while using Instacart, or even when shoppers, customers, or third parties are not actively using Instacart. On a smaller scale, we may face litigation related to claims by shoppers for the actions of customers or third parties. We carry insurance for such incidents, including automobile liability and general liability insurance, although such policies do not cover all claims to which we are exposed and are not always adequate to indemnify us for all liability. Although shoppers are required to carry their own insurance policies, including automobile insurance, they may fail to acquire adequate coverage or any coverage at all. As a result, we may be subject to liability for incidents involving shoppers that our insurance policies may not cover or the cost of our policies may increase. These incidents may subject us to liability and negative publicity, which would increase our operating costs and adversely affect our business, financial condition, results of operations, and future prospects. Even if these claims do not result in liability, we will incur significant costs in investigating and defending against them and may suffer reputational harm regardless of legal outcomes. As we expand into other products and offerings, this insurance risk will grow.

The impact of economic conditions, public health incidents, weather events, and natural catastrophes, including the resulting effect on consumer spending, may harm our business and results of operations.

Our results of operations may vary based on the impact of changes in our industry or the economy on us and consumers, retailers, brands, and shoppers. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from the COVID-19 pandemic or other public health threats, the military conflict involving Russia and Ukraine and economic sanctions imposed on Russia and Belarus, bank failures, changes in gross domestic product growth, financial and credit market fluctuations, international trade relations, political turmoil, weather events, and natural catastrophes, including warfare and terrorist attacks on the United States or elsewhere, could adversely affect our liquidity and financial condition as well as demand for our offerings and the growth of our business. In particular, we generate a significant proportion of our GTV from a limited number of geographical markets. If such negative conditions disproportionally affect these markets, the demand for our offerings and the growth of our business may be more severely impacted. In addition, these events and any impact of these events on critical infrastructure in the United States and elsewhere, have the potential to disrupt our business and the business of our retail partners and brand partners, as well as the ability of shoppers using Instacart to complete deliveries. Such disruptions may create additional costs for us to maintain or resume operations and may also negatively affect the growth of our business.

Our results of operations are impacted by the amount of disposable income that consumers have to spend on online grocery shopping. Actual or perceived risks of an economic recession and recent inflationary pressures have adversely impacted consumer disposable income and resulted in decreased customer retention and engagement as well as reduced demand for premium or discretionary grocery purchases. In addition, in response to adverse economic conditions or a decrease in discretionary income, consumers may opt to purchase groceries or other consumer goods themselves, instead of through Instacart, or choose to purchase groceries from bargain or other lower-cost retailers that are not on Instacart. If spending at many of the retailers in our network declines, or if a significant number of these retailers goes out of business, consumers may be less likely to use our service, which could harm our business and results of operations. Customers may also reduce their spending on Instacart due to decreases in discretionary income, leading to lower average order values, which could cause our retail partners to reduce or cease engagement with Instacart.

In addition, increases in food, labor, fuel, energy, supply, and other costs have caused our retail partners to raise prices and may cause further price increases in the future. Factors such as inflation, the impact of climate change, increased food costs, increased labor and employee benefit costs, increased rent costs, and increased energy costs may also increase retailers’ operating costs. Many of the factors affecting retailers’ costs are beyond the control of our retail partners. In many cases, these retailers may not be able to pass along these increased costs to consumers and, as a result, may reduce product offerings or cease operations. Additionally, if retailers continue to raise prices, customer order volume may decline. Further, increases in gas prices or other factors that increase the costs to operate motor vehicles could make it prohibitively expensive for shoppers to deliver to customers.

 

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Our workforce and operations have grown substantially since our inception, and we expect to continue expanding the scale of our operations. If we are unable to effectively manage that growth, our financial performance and future prospects will be adversely affected.

Since our inception, we have experienced rapid growth in the United States and Canada, with particularly rapid growth in 2020 and 2021 due to increased demand during the COVID-19 pandemic. This expansion increased the complexity of our business and has placed, and will continue to place, significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. We may not be able to manage our growth effectively, which could damage our reputation and negatively affect our results of operations.

As our operations have expanded, we have grown from 2,216 full-time employees as of December 31, 2020 to 3,486 full-time employees as of June 30, 2023. While the pace of our headcount expansion has slowed, we may continue to grow our number of employees in order to meet our business plans or comply with regulatory changes. Our organizational structure will continue to evolve as we add additional customers, retailers, brands, shoppers, employees, offerings, and technologies, improve upon our product infrastructure, and as we continue to expand further domestically and internationally. Properly managing our growth will require us to continue to hire, train, and manage qualified employees and staff, including engineers, operations personnel, financial and accounting staff, and sales and marketing staff, and to improve and maintain our technology. If our new hires perform poorly, if we are unsuccessful in hiring, training, managing, and integrating these new employees and staff, or if we are not successful in retaining or increasing the productivity of our existing employees and staff, our business may be harmed. Additionally, certain units of employees may decide to unionize, in which case, we would be legally compelled to enter into good faith negotiations with the union representative over a collective bargaining agreement. Such negotiations or collective bargaining agreement may negatively impact our financial performance or results of operations. Furthermore, if we engage in workforce reductions, we may experience increased attrition beyond the intended reduction, reduced employee morale, as well as negative impacts to employee recruiting and retention and to our operations, our ability to grow our business, and our financial results. Properly managing our growth will require us to establish consistent policies across regions and functions, and a failure to do so could likewise harm our business. If we are unable to expand our operations, appropriately manage our headcount and retain and increase the productivity of our existing employees, or attract sufficient shoppers in an efficient manner, or if our operational technology is insufficient to reliably service customers, customer satisfaction will be adversely affected, and this may cause customers to switch to our competitors’ platforms, which would adversely affect our business, financial condition, and results of operations.

Our failure to upgrade our technology or network infrastructure effectively to support our growth could result in unanticipated system disruptions, slow response times, or poor experiences for customers. To manage the growth of our operations and personnel and improve the technology that supports our business operations, as well as our financial and management systems, disclosure controls and procedures, and internal control over financial reporting, we will be required to commit substantial financial, operational, and technical resources. In particular, we will need to improve our transaction processing and reporting, operational and financial systems, procedures, and controls. Our current and planned personnel, systems, procedures, and controls may not be adequate to support our future operations. We will require additional capital and management resources to grow and mature in these areas. Such investments may also require diversion of financial resources from other projects, such as the development of Instacart and related offerings. If we are unable to manage our rapid growth effectively, it could have a material adverse effect on our business, results of operations, and financial condition.

We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain, and motivate our personnel, we may not be able to grow effectively.

Our success and future growth depend largely upon the continued services of our management team. From time to time, there may be changes in our executive management team resulting from the hiring or departure of these personnel, due to voluntary termination of employment, illness, death, disability, or otherwise. Our

 

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executive officers are employed on an at-will basis, which means they may terminate their employment with us at any time. The loss of one or more of our executive officers, including due to a leave of absence for medical reasons or otherwise, or the failure by our executive team to effectively work together or with our employees and lead our company, could harm our business. We also are dependent on the continued service of our existing software engineers because of the complexity of our offering capabilities. We do not maintain key man life insurance with respect to any member of management or other employee.

In addition, our future success will depend, in part, upon our continued ability to identify and hire skilled personnel with the skills and technical knowledge that we require, including engineering, software design and programming, marketing, sales, and other key personnel, and our business plans and growth may depend on hiring a significant number of additional employees. Such efforts will require significant time, expense, and attention as there is intense competition for such individuals, and new hires require significant training and time before they achieve full productivity, particularly in new sales segments and territories. In addition to hiring new employees, we must continue to focus on developing, motivating, and retaining our best employees, most of whom are at-will employees. If we fail to identify, recruit, and integrate strategic personnel hires, our business, financial condition, and results of operations could be adversely affected. Further, inflationary pressure may result in employee attrition to the extent our compensation does not keep up with inflation. Additionally, the failure to continue hiring new, or the loss of any significant number of our existing engineering personnel could harm our business, financial condition, and results of operations. These risks pertaining to the recruitment, retention, development, motivation, and productivity of our employees may persist or be heightened if our workforce becomes increasingly distributed as a result of our Flex First workforce model. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may never realize returns on these investments. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached various legal obligations, resulting in a diversion of our time and resources. In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines or experiences significant volatility (including as valuations of companies comparable to us decline due to overall market trends, inflation, and related market effects or otherwise), or increases such that prospective employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain key employees or result in us granting additional equity awards, which would result in additional stock-based compensation expense and further dilution to our stockholders. If we are not able to effectively add and retain employees, our ability to achieve our strategic objectives will be adversely impacted, and our business and future growth prospects will be harmed.

If we cannot maintain our company culture as we grow, our business and competitive position may be harmed.

We believe our culture has been a key contributor to our success to date and that the critical nature of the offerings that we provide promotes a sense of greater purpose and fulfillment in our employees. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain these important aspects of our culture. In addition, we may find it difficult to maintain our company culture if our employees elect to work remotely on an indefinite basis as permitted by our Flex First workforce model. Remote work may negatively impact employee morale and productivity and may also harm collaboration and innovation. If we fail to maintain our company culture, our business and competitive position may be harmed.

We are exposed to collection and credit risks, which could impact our results of operations.

Our accounts receivable are subject to collection and credit risks, which could negatively impact our results of operations and affect our liquidity and our ability to fully fund our ongoing operations. Retailers are generally obligated to pay our fees within 45 days of invoicing, and brands are generally obligated to do so within 30 to 90 days. In times

 

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of economic recession or uncertainty or as a result of any disruptive event such as instability in the banking system or future public health outbreaks, the number of retailers or brands that default on payments owed to us may increase. In addition, our results of operations may be impacted by significant bankruptcies among retailers or brands, which could negatively impact our revenue and cash flows. We cannot assure you that our processes to monitor and mitigate these risks will be effective. If we fail to adequately assess and monitor our collection and credit risks, we could experience longer payment cycles, increased collection costs, and higher bad debt expense, and our business, financial condition, and results of operations could be harmed.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at a similar rate, if at all.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including the risks described herein. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at a similar rate, if at all.

The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable consumers, retailers, or brands covered by our market opportunity estimates will purchase our offerings at all or generate any particular level of revenue for us. Any expansion in our market depends on a number of factors, including the cost, performance, and perceived value associated with our offerings and those of our competitors. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

Acquisitions, strategic investments, partnerships, collaboration or commercial arrangements, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, and results of operations.

Our success will depend, in part, on our ability to expand our services and grow our business in response to changing technologies, consumer demands, and competitive pressures. In some circumstances, we may choose to expand our services and grow our business through the acquisition of complementary businesses and technologies rather than through internal development. For example, in August 2021, we acquired CaterXpress Pty. Ltd. DBA FoodStorm, or FoodStorm, which offers software for self-serve kiosks that in-store customers use to place orders for catering, prepared food, deli, and bakery items; in October 2021, we acquired SBOT Technologies Inc. DBA Caper, or Caper, a provider of artificial intelligence-powered shopping carts and consumer checkout solutions for retailers; in August 2022, we acquired Eversight, Inc., or Eversight, which offers AI-powered technology to create compelling savings opportunities for customers in real-time; and in September 2022, we acquired Rosie Applications Inc., or Rosie, which provides eCommerce storefront experiences specifically for local, independent retailers. We have also entered in the past, and will continue to seek in the future, strategic partnerships, collaborations, or commercial arrangements, or alliances with third parties, which we refer to collectively as collaborations. The identification of suitable acquisition candidates or collaborators can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified acquisitions or collaborations, including as a result of regulatory inquiries or actions by antitrust authorities. In particular, our proposed or completed acquisitions or collaborations may be subject to investigations or enforcement actions by antitrust regulatory bodies in the countries in which we operate, such as the Department of Justice and the Federal Trade Commission, which have recently increased their scrutiny of merger or collaboration activity, particularly in the technology sector. In addition, once we have completed an acquisition, we may not be able to successfully integrate the acquired business.

Certain of our collaborations also are, and may in the future be, with third parties that are well-capitalized and have significant size, scale, geographic, and other advantages. As a result, certain of the terms in such

 

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arrangements may be less favorable to us. We will also have limited control over the amount and timing of resources that our collaborators dedicate to our arrangements. These arrangements may not lead to the business and financial outcomes that we expect and may also result in significantly higher costs for us or other negative impacts or impediments to our business, operations, or strategy, which we may not anticipate, that result in a material adverse effect to our business, financial condition, and results of operations. In particular, these collaborations may span multiple years, often with significant upfront costs. As a result, we may not be able to accurately assess the success of these collaborations for several periods and only after we have made substantial investments and expenditures. If any collaboration results in future material adverse effects to our business, financial condition, and results of operations, we may not be able to terminate such collaboration on a timely or cost-effective basis. Certain of these third parties, such as retailers and brands, also engage with our business in other aspects, and any disagreements or disputes in connection with collaborations may result in the loss of these third parties as customers or partners in other areas of our business. We have issued in the past, and may in the future issue, new equity or equity-linked securities to partners, which dilute our existing stockholders and may include affirmative or restrictive covenants as well as redemption or repurchase provisions.

The risks we face in connection with acquisitions, strategic partnerships, or collaborations include:

 

   

negative impacts to our financial results as a result of incurring charges or assuming substantial debt or other liabilities, adverse tax consequences or unanticipated accounting treatment, exposure to claims and disputes by stockholders and third parties, including intellectual property claims and disputes, failing to generate sufficient financial return to offset additional costs and expenses related to the acquisition, partnership, or collaboration, or even significant negative impacts to our business, financial condition, and results of operations;

 

   

regulatory inquiries or actions, including remedies imposed by antitrust authorities such as divestitures, ownership or operational restrictions, or other structural or behavioral remedies, either as a condition to or following the completion of a transaction;

 

   

difficulties or unforeseen expenditures in integrating the business, offerings, technologies, personnel, or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

 

   

disruptions to our ongoing business, diversion of resources, increases to our expenses, and distraction of our management;

 

   

potential delays or reductions of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company or negative reputational impacts;

 

   

difficulties in, or inability to, successfully sell any acquired products;

 

   

our use of cash to pay for an acquisition limiting other potential uses of our cash;

 

   

if we incur debt to fund an acquisition, such debt may subject us to material restrictions on our ability to conduct our business, as well as financial maintenance covenants; and

 

   

if we issue a significant amount of equity or equity-linked securities in connection with future acquisitions, strategic partnerships, or collaborations, existing stockholders will be diluted and earnings per share may decrease, and we may face unfavorable tax treatment with respect to such securities.

The occurrence of any of these foregoing risks could adversely affect our business, financial condition, and results of operations and expose us to unknown risks or liabilities.

We track certain operational metrics with internal systems and tools and do not independently verify such metrics. Certain of our operational metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.

We track certain operational metrics, including customer, retailer, brand, and shopper counts and key business metrics such as orders and GTV, with internal systems and tools that are not independently verified by

 

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any third party and which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose. If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics as of or for the applicable period of measurement, there are inherent challenges in these measurements. For example, reported monthly active orderers may overstate or overestimate the number of unique individuals who actively use our offerings or the number of orders in any given period, as one customer may register for, and use, multiple accounts, which could also negatively impact our estimates of customer growth or retention. We may also refine our methodology for tracking certain operational metrics from time to time, to the extent practicable, including to improve overall accuracy and alignment with management’s view of business and operating performance. Any of these updates may result in changes in certain business and operating trends and may impact comparability of these metrics across periods. Further, the accuracy of our operating metrics could be impacted by fraudulent users of Instacart. We have also tracked the impact of the COVID-19 pandemic and its variant outbreaks on our metrics, including orders influenced by the COVID-19 pandemic versus other factors, which are subject to numerous assumptions and a limited time period of data. As a result, our expectations of future trends may not be accurate or may be overstated. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our operating metrics are not accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our business, reputation, financial condition, and results of operations could be adversely affected.

We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.

We have funded our operations since our founding primarily through equity financings and cash generated from our operations. We cannot be certain if our operations will continue generating sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments to support the development of our offerings and will require additional funds for such development. We may need additional funding for marketing expenses and to develop and expand sales resources, develop new features, or enhance our offerings, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we might need or may want to engage in future equity or debt financings to secure additional funds. Additional financing may not be available on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, financial condition, and results of operations. In particular, macroeconomic factors, including interest rate increases, and bank failures have caused disruption in the credit and financial markets in the United States and worldwide, which may reduce our ability to access capital and negatively affect our liquidity in the future. If we are unable to obtain adequate financing or financing on terms satisfactory to us, our ability to develop our offerings, support our business growth, and respond to business challenges could be significantly impaired, and our business may be adversely affected.

If we incur debt, the debt holders would have rights senior to holders of common stock to make claims on our assets, and any debt financing we secure may have higher interest rates and could restrict our operations, including our ability to pay dividends on our common stock. Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our common stock and diluting their interests.

 

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Risks Related to Our Legal and Regulatory Environment

If the contractor status of shoppers who use Instacart is successfully challenged, or if additional requirements are placed on our engagement of independent contractors, we may face adverse business, financial, tax, legal, and other consequences.

We are involved in multiple individual and class-action lawsuits and government actions that claim that shoppers should be classified as employees rather than as independent contractors. See the section titled “Business—Legal Proceedings—Independent Contractor Classification Matters.” We have incurred, and we expect to continue to incur, significant costs and legal fees in defending the status of shoppers as independent contractors. In particular, we have been and may continue to be subject to administrative audits with various state and local enforcement agencies, including audits related to shopper classification, state and local ordinance requirements, and unemployment insurance and workers’ compensation contributions. Although we believe that we comply with applicable requirements and that shoppers are properly classified as independent contractors, we may be required to make significant payments, including through settlements, penalties, and interest as a result of these audits. Adverse determinations regarding the independent contractor status of shoppers could, among other things, significantly increase our costs to serve customers, impair or prevent the fulfillment of customer orders, or result in losses in excess of the accrued amounts in our reserve balances, any of which could seriously harm our business. Additionally, such adverse determinations may result in altering our business model and operations, including restricting the flexibility of shoppers by instituting minimum, maximum, or set hours of work, or designated locations for work, or controlling costs in other ways (such as limiting shopper access to Instacart or shopper incentives or eliminating tips), which could result in disruption to service and harm our business. Shoppers may also be entitled to the reimbursement of certain expenses and benefits under existing employment-related laws, such as those pertaining to medical insurance and minimum wage and overtime, which could result in us being liable for employment and withholding tax and benefits for such individuals, as well as other related liabilities. Such adverse determinations could also expose us to significant retroactive liability, such as liability for meal breaks, overtime premiums, and statutory penalties.

Further, the state of the law regarding independent contractor status varies from jurisdiction to jurisdiction and among governmental agencies and is subject to change based on court decisions and regulation. For example, on April 30, 2018, in its decision in Dynamex Operations West, Inc. v. L.A. Superior Court, or Dynamex, the California Supreme Court adopted a new standard, referred to as the “ABC” test, for determining whether a company “employs” or is the “employer” for purposes of the California Wage Orders. The Dynamex decision alters the analysis of whether an individual has been properly classified as an independent contractor in California, making it more difficult to properly classify a worker as such. The California legislature subsequently codified the “ABC” test in the Dynamex decision as the default standard for independent contractor misclassification. On December 16, 2020, the California state ballot initiative, Proposition 22, which provides a framework that offers legal certainty regarding the status of independent work and protects worker flexibility and the quality of on-demand work, among other things, became effective. Proposition 22 was expected to provide more legal certainty over the classification of workers on Instacart in California from the time it became effective on December 16, 2020. However, on August 20, 2021, a judge in Alameda County Superior Court granted a writ that, if upheld, would order the State of California not to enforce Proposition 22 on the ground that it is unconstitutional. The California Attorney General filed an appeal, and on March 13, 2023, the appellate court largely reversed the superior court and effectively upheld Proposition 22. Plaintiffs have appealed the decision to the California Supreme Court. If the appellate court ruling is reversed by the California Supreme Court, we will face continued legal uncertainty over whether we can properly classify a shopper as an independent contractor in California. Even if Proposition 22 is determined to be enforceable, we may still face allegations that certain of our business practices do not satisfy all the elements of Proposition 22. Further, Proposition 22 entitles shoppers in California to certain new pay standards and benefits, and imposes certain requirements, which increases costs for us in California, where approximately 13% of shoppers who use Instacart were located as of June 30, 2023. While we believe we properly provide all requisite pay standards and benefits under Proposition 22, we may nonetheless face various claims involving disputes over such pay standards and benefits.

 

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We expect continuing challenges to the independent contractor classification of shoppers who use Instacart, or the imposition of additional requirements on the use of contractors, in California and in various other jurisdictions. If legislation, regulations, or judicial decisions regarding contractors change adversely in California or other jurisdictions, including any changes similar to the Dynamex decision or California legislation, or if Proposition 22 is ultimately found to be unconstitutional, it would increase the already existing risk that shoppers who use Instacart could be construed as employees or increase costs through additional requirements imposed on the use of contractors, and would therefore significantly negatively impact our ability to contract with independent contractors for order fulfillment in those jurisdictions.

Continuing legal uncertainty regarding shopper classification may also impair our ability to expand our offerings, pursue new business verticals, and innovate on our operational strategies. Such activities may require novel or different delivery fulfillment methods or introduction of new shopper tasks that result in increased risk of litigation against our existing model, or increased risk of adverse determinations in our ongoing actions and proceedings. Any adverse determination or implementation of laws, legislation, or regulations that result in shoppers who use Instacart being classified as employees would result in disruption of service to customers and us having to incur additional expenses to employ shoppers, which could materially impair our business and results of our operations and specifically impact our current financial statement presentation including revenue and cost of revenue. In addition, a determination in, or settlement of, any legal proceeding or legislation that results in shoppers who use Instacart being classified as employees would likely require us to significantly alter our existing business model and operations and impair our ability to innovate upon and expand our offerings, which could have a material adverse effect on our results of operations and future growth. Further, if we increase customer fees or charges as a result of the increased costs under Proposition 22 or other similar laws or additional requirements or limitations on the use of contractors, we may experience customer dissatisfaction with such increased fees, which could result in decreased customer use of our offerings. Additionally, if we are unable to fully offset any additional costs incurred in connection with these compliance efforts, our results of operations may be adversely affected.

Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business.

We have in the past been, are currently, and may in the future become, involved in claims, lawsuits, arbitration proceedings, administrative actions, government investigations, and other legal and regulatory proceedings. We are subject to legal proceedings relating to various matters including whether we fulfilled our contractual obligations to or improperly withheld pay or tips from shoppers, whether we adequately protected the public’s or shoppers’ health and safety, whether we properly provide protected leave, whether we properly paid sales tax, whether we properly implemented our service fees, whether we improperly conduct background checks of shoppers, and whether we are responsible for injury resulting from alleged shopper actions or negligence. We are also subject to legal proceedings involving bodily injury and property damage, labor and employment, anti-discrimination claims, commercial and contract disputes, unfair competition, consumer protection regulations, including fees and pricing and related disclosures and automatic renewal laws, intellectual property, privacy, data security, and data protection, environmental laws and regulations, health and safety, weights and measures, compliance with regulatory requirements, and other matters. See the section titled “Business—Legal Proceedings.” We have investigated many of these matters and are implementing a number of recommendations to our managerial, operational, and compliance practices, as well as strengthening our overall security measures. The results of any such litigation, investigations, and legal proceedings are inherently unpredictable and expensive. The frequency of such claims could increase in proportion to the number of customers, retailers, brands, and shoppers that use Instacart. Any claims against us, whether meritorious or not, could be costly and harmful to our reputation, and could require significant amounts of management time and corporate resources. If any of these legal proceedings were to be determined adversely to us, or we enter into a settlement arrangement, which we have done in the past, we could be exposed to monetary damages or be forced to change the way in which we operate our business or remove valuable features or content from our platform, which could have an adverse effect on our business, financial condition, and results of operations.

 

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Moreover, we cannot be certain that our insurance coverage will be adequate for any claims or liabilities against us, that insurance will continue to be available to us on commercially reasonable terms or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition, and results of operations.

We also face potential liability and expense for claims relating to the information that we publish on our mobile apps or website, including claims for trademark and copyright infringement, false advertising, consumer protection, defamation, libel, and negligence, among others.

In addition, we regularly include arbitration provisions in our terms of service with customers and shoppers. These provisions are intended to streamline the litigation process for all parties involved, as arbitration can in some cases be faster and less costly than litigating disputes in state or federal court. However, arbitration may become more costly for us, or the volume of arbitrations may increase and become burdensome. Further, the use of arbitration provisions may subject us to certain risks to our reputation and brand, as these provisions have been the subject of increasing public scrutiny. To minimize these risks, we may voluntarily limit our use of arbitration provisions, or we may be required to do so, in any legal or regulatory proceeding, either of which could increase our litigation costs and exposure in respect of such proceedings.

Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration on a state-by-state basis, as well as conflicting rules between state and federal law, some or all of our arbitration provisions could be subject to challenge or may need to be revised to exempt certain categories of protection. For example, some plaintiffs’ attorneys have argued that certain shoppers are workers “in interstate commerce” and are thus exempt from the Federal Arbitration Act, and it remains possible that a court could find our agreements unenforceable against those shoppers. If our arbitration agreements were found to be unenforceable, in whole or in part, or specific claims were required to be exempted from arbitration, we could experience an increase in our litigation costs and the time involved in resolving such disputes, and we could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition, and results of operations.

Our business is subject to various laws and regulations, which may change or increase over time and subject us to increased compliance costs and liabilities.

Our business is subject to changing laws, rules, and regulations, including, without limitation, federal, state, and local laws, and in the future, country specific laws, governing the internet, eCommerce, and hardware devices, including electronic payments, privacy, data security, data protection, the use of AIML technologies, pay and fee transparency, health information privacy and security, consumer protection, marketing and advertising, gift cards, health and safety, food and product safety, product labeling and traceability, import and export, zoning and permitting, hardware device certification, sustainability, tax, insurance, employment, weights and measures, alcohol and other age-restricted products, and worker classification and compensation. Some of these laws were adopted prior to the advent of the internet and mobile and related technologies and, as a result, do not contemplate or address the unique issues of the internet and related technologies. New laws and regulations may also be adopted, implemented, or interpreted to apply to us, and existing laws and regulations that we currently comply with and operate under may be interpreted differently in the future, which may require us to change our business and operations and may be costly and harm our results of operations. Recent financial, political, and other events may increase the level of regulatory scrutiny on larger companies, technology companies in general, and in particular, companies in the “gig economy” that rely on the services of independent contractors.

Regulatory agencies may enact new laws or promulgate new regulations that are adverse to our business, or they may view matters or interpret laws and regulations differently than they have in the past or in a manner

 

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adverse to our business. Additionally, in response to public health threats, such as COVID-19, governments and regulatory agencies passed and may in the future pass new laws, ordinances, and regulations, often with little notice or opportunity for public comment, that impact our business. Such changes and other legal and regulatory uncertainties may adversely affect our business, financial condition, and results of operations, in particular if such changes and uncertainties occur in markets where we generate relatively larger portions of our GTV.

The cost of compliance with the evolving and ever-changing legal and regulatory environment may be significant. Our failure to comply with existing or future laws, rules, and regulations could subject us to litigation, audits, investigations, disputes, or other legal proceedings that could result in fines, civil liability, mandatory injunctions that change how we operate, or cessation of operations. As our business matures and we expand geographically and into different retail categories, we may become subject to new laws and regulations in new jurisdictions. It is difficult to predict how existing and future laws will be applied to our business as it exists today and may exist in the future.

We face potential liability, expenses for legal claims, and harm to our business based on the nature of our business and the content on Instacart.

We face potential liability, expenses for legal claims, and harm to our reputation and business relating to the nature of the on-demand food and other consumer goods delivery business, including potential claims related to food offerings, delivery, and quality. For example, third parties have asserted, and in the future could assert, legal claims against us in connection with personal injuries related to food poisoning, tampering, or accidents caused by our retail partners or shoppers while making a delivery to customers, defective products, or the sale, advertising, marketing, or consumption of alcoholic beverages, tobacco, or other regulated products by our retail partners to underage customers. Our planned and future offering enhancements may also subject us to new or unforeseen risks relating to on-demand food and consumer goods delivery. For example, we have added health attribute information, such as identifying products on Instacart as gluten- or dairy-free, and need to rely on third parties for the accuracy of such information. Erroneous reporting or omission, whether or not in our control, may result in claims against us alleging personal injuries, false advertising, and related legal claims, as well as harm to our brand and reputation.

Reports, whether true or not, of food-borne illnesses (such as caused by E. Coli, Norovirus, Hepatitis A, Campylobacter, Listeria, or Salmonella) and injuries caused by food tampering have severely injured the reputations of participants in the food business and could do so in the future as well. Further, if any such report were to affect one or more of the retailers or shoppers on Instacart, it could reduce customer confidence in and use of our offerings. The potential for acts of terrorism on food supply also exists, and if such an event occurs, it could harm our business and results of operations.

In addition, we have in the past and may in the future also be subject to direct or indirect claims as a result of our relationships with, and services provided to, retailers, such as claims involving retailers’ pricing on Instacart, infringement of intellectual property, California Proposition 65, product liability, and the Americans with Disabilities Act, among others.

We are subject to rapidly changing and increasingly stringent laws, regulations, industry standards, contractual obligations, policies and other obligations relating to privacy, data security, and data protection. The obligations, restrictions, and costs imposed by these laws, or our actual or perceived failure to comply with them, could subject us to adverse business consequences and other liabilities that adversely affect our business, operations, and financial performance.

As part of our normal business activities, we collect, use, store, share, transmit, and otherwise process sensitive, proprietary, and confidential information, including personal information of customers, retailers, brands, shoppers, employees, and others. These activities are regulated by a variety of federal, state, local, and foreign privacy, data security, and data protection laws, regulations, and industry standards, which have become

 

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increasingly stringent in recent years. In addition, existing laws and regulations are complex and constantly evolving, and new laws and regulations that apply to our business are being introduced at every level of government in the United States, as well as internationally. As we seek to expand our business, we are, and may increasingly become, subject to various laws, regulations, and standards, and may be subject to contractual obligations, industry standards, codes of conduct, and regulatory guidance relating to privacy, data security, and data protection in the jurisdictions in which we operate. Our efforts to comply with such obligations may not be successful.

In the United States, there are numerous federal and state privacy and data security laws, rules, and regulations governing the collection, use, storage, sharing, transmission, and other processing of personal information, including federal and state privacy laws, data security laws, data breach notification laws, consumer protection laws, and other similar laws (e.g., wiretapping laws). For example, the Federal Trade Commission, or FTC, and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and security of personal information. Such standards require us to publish statements that describe how we handle personal information, and the choices individuals may have about the way we handle their personal information. If such statements that we publish are considered deficient, lacking in transparency, deceptive, unfair, misrepresentative, untrue, or inaccurate, we may be subject to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences. Moreover, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act. State consumer protection laws provide similar causes of action for unfair or deceptive practices. Furthermore, some states have passed specific laws mandating reasonable security measures for the handling of consumer personal information. Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data. Our inability or failure to do so could result in adverse consequences. Further, privacy advocates and industry groups have regularly proposed and sometimes approved, and may propose and approve in the future, self-regulatory standards with which we must legally comply or that contractually apply to us.

In addition, many state legislatures have adopted legislation that regulates how businesses operate online, including measures relating to privacy, data security, and data breaches. For example, the California Consumer Privacy Act, or CCPA, gives California residents expanded rights related to their personal information, including the right to access and delete their personal information, and receive detailed information about how their personal information is used and shared. The CCPA also creates restrictions on “sales” of personal information and the use of personal information for cross-context behavioral advertising that allow California residents to opt-out of certain sharing of their personal information and may restrict the use of cookies and similar technologies for advertising purposes. Our marketing programs and our Instacart Ads offerings rely on these technologies and could be adversely affected by the CCPA’s restrictions. The CCPA prohibits discrimination against individuals who exercise their privacy rights, provides for civil penalties for violations, and creates a private right of action for certain data breaches. Additionally, the California Privacy Rights Act, or the CPRA, expands the CCPA’s requirements, including by adding a new right for individuals to correct their personal information and establishing a new regulatory agency to implement and enforce the law. The CPRA also restricts the use of certain categories of sensitive personal information that we handle; further restricts the use of cross-context behavioral advertising techniques on which our marketing programs and Instacart Ads offerings rely; establishes restrictions on the retention of personal information; and expands the types of data breaches subject to the private right of action. Certain states have also recently passed comprehensive privacy laws that took effect or will take effect in the near future. These new general privacy laws create restrictions on our business that are similar to the CPRA, including restrictions on “sales” of personal information and cross-context behavioral advertising. As a result, our marketing initiatives and Instacart Ads offerings could further be adversely affected, and additional investment in compliance may be required. Similar laws are being considered in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging and expose us to additional liability.

 

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We are subject to certain health information privacy and security laws as a result of the limited amount of health information that we receive in connection with the prescription delivery services that we provide on behalf of pharmacy retailers. These laws and regulations include HIPAA, which establishes privacy, security, and breach notification standards for protected health information processed by health plans, healthcare clearinghouses, and certain healthcare providers, collectively referred to as covered entities, and the business associates with whom such covered entities contract for services, as well as their covered subcontractors. We are regulated as a “business associate” of certain covered entity pharmacy retailers and must comply with HIPAA as applicable to business associates. We maintain a HIPAA compliance program, but it is not always possible to identify and deter misuse by our employees and other third parties, and the precautions we take to detect and prevent noncompliance may not be effective in preventing all misuse, breaches, or violations. Violations of HIPAA may result in significant administrative, civil, and criminal penalties. State attorneys general also have the right to prosecute HIPAA violations committed against residents of their states. While HIPAA does not create a private right of action that would allow individuals to sue in civil court for a HIPAA violation, its standards have been used as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing personal information. Many states in which we operate and in which our customers reside also have laws that protect the privacy and security of health information, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. Failure to comply with such state laws may also subject us to significant penalties. As we expand our Instacart Health offering, we anticipate that the risk associated with HIPAA compliance will increase and that we may be required to make significant investments in order to build compliant product offerings in the health space.

In addition, some laws may require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information or other unauthorized or inadvertent access to or disclosure of such information. We have had to in the past, and may in the future need to, notify governmental authorities and affected individuals with respect to such incidents. For example, laws in all 50 U.S. states may require businesses to provide notice to consumers if a data breach results in unauthorized access to their personal information. These laws are not consistent with each other, and compliance in the event of a widespread data breach may be difficult and costly. We also may be contractually required to notify consumers or other counterparties of a security incident, including a reasonably suspected or actual security incident or breach. Regardless of our contractual protections, any actual or perceived security incident or breach, or breach of our contractual obligations, could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach.

Federal, state, and local privacy and consumer protection laws also govern specific technologies that we employ. For example, the Telephone Consumer Protection Act, or TCPA, imposes significant restrictions on sending text messages or making telephone calls to mobile telephone numbers without the prior consent of the person being contacted. We also use identity verification technologies that may subject us to state and local biometric privacy laws. For example, the Illinois Biometric Information Privacy Act, or BIPA, regulates the collection, use, safeguarding, and storage of biometric information. The TCPA and BIPA provide for substantial penalties and statutory damages and have generated significant class action activity. The cost of litigating and settling claims that we have violated the TCPA, BIPA, or similar laws could be significant.

Foreign privacy laws are also undergoing a period of rapid change, have become more stringent in recent years, and may increase the costs and complexity of offering our offerings in new geographies. In Canada, where we operate, the Personal Information Protection and Electronic Documents Act, or PIPEDA, and various provincial laws require that companies give detailed privacy notices to consumers, obtain consent to use personal information, with limited exceptions, allow individuals to access and correct their personal information, and report certain data breaches. In addition, Canada’s Anti-Spam Legislation, or CASL, prohibits email marketing without the recipient’s consent, with limited exceptions. Failure to comply with PIPEDA, CASL, or provincial privacy or data protection laws could result in significant fines and penalties or possible damage awards. The Canadian province of Quebec also passed a comprehensive privacy law that grants individuals extensive rights with respect to their personal information, including the right to consent to certain marketing and advertising practices. In

 

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addition, certain of our subsidiaries have insignificant operations in China and Australia and are subject to, respectively, China’s Personal Information Protection Law, or PIPL, and Australia’s Privacy Act 1988 and Spam Act 2003. These laws impose a number of requirements on our processing of personal information and direct marketing activities that may increase our compliance costs and risk of facing regulatory enforcement action.

One of our subsidiaries, FoodStorm, is subject to the United Kingdom General Data Protection Regulation, or UK GDPR. Future expansion of our business, operations, or service offerings to the European Economic Area, or EEA, will increase our exposure to data protection laws in the region, including the European Union General Data Protection Regulation, or GDPR. The GDPR and UK GDPR impose strict requirements for processing personal data of individuals, give individuals extensive rights with respect to their personal data, and carry penalties for violations of up to the greater of EUR 20 million or 4% of total global annual turnover in the European Union, and up to the greater of GBP 17.5 million or 4% total global annual turnover in the United Kingdom. Companies that violate the GDPR or UK GDPR may also face prohibitions on data processing and other corrective action, as well as private litigation brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.

Europe, the United Kingdom, and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the EEA and the United Kingdom have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws they believe are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and United Kingdom to the United States in compliance with law, such as the EEA’s and UK’s standard contractual clauses, these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. If there is no lawful manner for us to transfer personal data from the EEA, the United Kingdom, or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, injunctions against our processing or transferring personal data necessary to operate our business, the inability to transfer data and work with partners, vendors and other third parties, and our ability to expand our business to the EEA, United Kingdom, or other countries with similar cross-border data transfer restrictions may be limited. Additionally, companies that transfer personal data out of the EEA and United Kingdom to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations.

We also publish privacy policies and other statements regarding data privacy and security. If these policies or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.

Other data protection laws in the EEA and the United Kingdom, such as those implementing the ePrivacy Directive, restrict the use of cookies and similar technologies on which our website, mobile app, and Instacart Ads offerings rely, including to facilitate online behavioral advertising. Regulators are increasingly focused on compliance with requirements in the online behavioral advertising ecosystem, and current national laws implementing the ePrivacy Directive are likely to be replaced in the European Union by a regulation known as the ePrivacy Regulation, which will significantly increase fines for non-compliance to GDPR-level fines. Other countries outside of Europe increasingly emulate European data protection laws. As a result, operating our business or offering our services in Europe or other countries with similar data protection laws would subject us to substantial compliance costs and potential liability and may require changes to the ways we collect and use personal information. Governments and regulators in certain jurisdictions, including Europe, are increasingly seeking to regulate the use, transfer, and other processing of non-personal information (for example, under the

 

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European Union’s Data Act), an area which has typically been the subject of very limited or no specific regulation. This means that, if and to the extent such regulations are relevant to our operations or those of our customers, certain of the risks and considerations outlined above may apply equally to our processing of both personal and non-personal data.

In addition, major technology platforms on which we rely, privacy advocates, and industry groups have regularly proposed, and may propose in the future, platform requirements or self-regulatory standards by which we are legally or contractually bound. If we fail to comply with these contractual obligations or standards, we may lose access to technology platforms on which we rely and face substantial regulatory enforcement, liability, and fines. For example, Apple requires mobile applications using its operating system, iOS, to affirmatively (on an opt-in basis) obtain an end user’s permission to “track them across apps or websites owned by other companies” or access their device’s advertising identifier for advertising and advertising measurement purposes. Other technology platforms are considering similar restrictions. Such restrictions could limit the efficacy of our marketing activities and our Instacart Ads offerings. In addition, consumer resistance to the collection and sharing of the data used to deliver targeted advertising, increased visibility of consent or “do not track” mechanisms (such as browser signals from the Global Privacy Control) as a result of regulatory or legal developments, the adoption by consumers of browser settings or “ad-blocking” software, and the development and deployment of new technologies could materially impact our ability to collect data or reduce our ability to deliver relevant promotions or media, which could materially impair the results of our operations.

Further, our business relies significantly on our ability to accept credit or debit card payments, including payments made using our co-branded credit card. Such payments are subject to the Payment Card Industry, or PCI, Data Security Standard, which is a multifaceted security standard that is designed to protect credit card account data as mandated by payment card industry entities. We rely on vendors to handle PCI matters and to ensure PCI compliance. Despite our compliance efforts, we may become subject to claims that we have violated the PCI Data Security Standard, based on past, present, and future business practices. In addition, payment card networks may adopt changes to the PCI Data Security Standard, or change their interpretations of such rules in a way that we or our processors might find it difficult or even impossible to follow, or costly to implement. If we violate the PCI Data Security Standard or other applicable rules, we may incur fines or restrictions on our ability to accept payment cards or suffer reputational harm, all of which could have an adverse impact on our business.

Despite our efforts, we may not be successful in achieving compliance with the rapidly evolving privacy, data security, and data protection requirements discussed above. Any actual or perceived non-compliance, by us or the third parties upon whom we rely, could result in litigation and proceedings against us by governmental entities, customers, or others, expenditure of time and resources to defend any claim or inquiry, fines and civil or criminal penalties, limited ability or inability to operate our business, offer services, or market our offerings in certain jurisdictions, negative publicity and harm to our brand and reputation, reduced overall demand for our offerings, or substantial changes to our business model or operations. Such occurrences could adversely affect our business, financial condition, and results of operations. Our insurance program for corporate risks, including general liability, workers’ compensation, property, cyber liability, and director and officers’ liability, may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for the full extent of our potential liabilities.

Our business could be adversely impacted by changes in the internet and mobile device accessibility of users. Companies and governmental agencies may restrict access to Instacart, our mobile apps, website, app stores, or the internet generally, which could negatively impact our operations.

Our business depends on customers and shoppers accessing Instacart via a mobile device or, with respect to customers, a personal computer, and the internet. We may operate in jurisdictions that provide limited internet connectivity, particularly if we expand internationally. Internet access and access to a mobile device or personal computer are frequently provided by companies with significant market power that could take actions that degrade, disrupt, or increase the cost of consumers’ ability to access Instacart. In addition, the internet

 

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infrastructure that we and users of our offerings rely on in any particular geographic area may be unable to support the demands placed upon it and could interfere with the speed and availability of Instacart. Any such failure in internet or mobile device or computer accessibility, even for a short period of time, could adversely affect our results of operations.

Governmental agencies in any of the countries in which we or our customers are located could block access to or require a license for Instacart, our mobile apps, website, or the internet generally for a number of reasons, including security, confidentiality, or regulatory concerns. In addition, companies may adopt policies that prohibit their employees from using Instacart. If companies or governmental entities block, limit, or otherwise restrict customers or shoppers from accessing Instacart, our business could be negatively impacted, the number of customers and shoppers using Instacart could decline or grow more slowly, and our results of operations could be adversely affected.

We could be required to collect additional taxes or be subject to other tax liabilities in various jurisdictions which could adversely affect our results of operations.

The application of indirect taxes, such as sales and use tax, value-added tax, goods and services tax, business and occupation tax, commercial activity tax, business license tax, digital advertising tax, and gross receipts tax, to our business is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations, and, as a result, amounts recorded are estimates and are subject to adjustments. In many cases, the ultimate tax determination is uncertain because it is not clear how new and existing statutes might apply to our business. States, localities, the U.S. federal government, and taxing authorities in other countries may seek to impose additional reporting, recordkeeping, and/or indirect tax collection obligations on our business that facilitate online commerce. For example, taxing authorities in the United States and other countries have required eCommerce platforms to calculate, collect, and remit indirect taxes for transactions taking place over the internet. A majority of U.S. state jurisdictions have enacted laws requiring marketplaces to collect and remit sales taxes on sales of their third-party sellers. Tax authorities have questioned our interpretation of taxability of our business operations, and various parties have from time to time filed, and may in the future file, complaints related to our current and historical approach to treatment of our sales tax obligations and service fee disclosures. If other agencies or parties challenge our approach to treatment of our sales tax obligations and service fee disclosures, or if such agencies and parties bring novel claims under existing laws relating to these categories of indirect taxes and service fee disclosures, we could face higher sales taxes or be subject to fines or penalties, any of which could adversely affect our business and results of operations. New legislation could also require us to incur substantial costs, including costs associated with tax calculation, collection, and remittance, and audit requirements, and could adversely affect our business and results of operations. Furthermore, if our employees elect to work remotely on a longer-term basis as a result of our Flex First workforce model, we may become subject to additional taxes and our compliance burdens with respect to the tax laws of additional jurisdictions may be increased.

We may also be subject to additional tax liabilities and related interest and penalties due to changes in U.S. federal, state, or international tax laws, administrative interpretations, decisions, policies, and positions, results of tax examinations, settlements, or judicial decisions, changes in accounting principles and changes to the business operations, as well as evaluation of new information that results in a change to a tax position taken in prior periods. For example, if we are treated as an agent for our retail partners under U.S. state tax law, we may be primarily responsible for collecting and remitting sales taxes directly to certain states. A successful assertion by one or more tax authorities requiring us to collect taxes in jurisdictions in which we do not currently do so, or to collect additional taxes in a jurisdiction in which we currently collect taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest, and additional administrative expenses, which could materially harm our business. We are under audit by various state tax authorities with regard to sales tax and other indirect tax matters, primarily relating to the reporting of sales on behalf of our third-party sellers, or the tax treatment applied to the sale of our services in these jurisdictions. Although we have reserved for potential payments of possible past tax liabilities in our financial statements, if these liabilities exceed such reserves, our financial

 

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condition will be harmed. In addition, governments are increasingly looking for ways to increase revenue, which has resulted in discussions about tax reform and other legislative action to increase tax revenue, including through indirect taxes. Such taxes could adversely affect our financial condition and results of operations.

In addition, federal tax rules generally require payors to report payments to unrelated parties to the Internal Revenue Service, or IRS. Under certain circumstances, a failure to comply with such reporting obligations may cause us to become liable to withhold a percentage of the amounts paid to shoppers and remit such amounts to the taxing authorities. Due to the large number of shoppers, and the amounts paid to each, process failures with respect to these reporting obligations could result in financial liability and other consequences to us if we were unable to remedy such failures in a timely manner.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset taxable income or taxes may be limited.

As of December 31, 2022, we had federal net operating loss carryforwards of $410 million, which will not expire. Furthermore, as of December 31, 2022, we had state net operating loss carryforwards of $520 million, which, if unused, will begin to expire in 2023. Portions of these net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities. Under current law, U.S. federal net operating losses incurred in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It is uncertain whether various states will conform to federal tax laws. For state income tax purposes, there may be periods during which the use of net operating loss carryforwards is limited, which could accelerate or permanently increase state taxes owed.

In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. We assessed whether we had an ownership change, as defined by Section 382 of the Code, from our formation. Based upon this assessment, we determined that we experienced ownership changes on June 26, 2013 and June 10, 2014. However, no reductions in our ability to utilize our net operating loss and tax credit carryforwards resulted under these rules. We may experience ownership changes as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. The completion of this offering, together with private placements and other transactions that have occurred since our inception, may trigger such an ownership change pursuant to Section 382. If an ownership change occurs, including as a result of or with respect to any acquisitions we make, and our ability to use our net operating loss carryforwards (or net operating loss carryforwards that we acquire) is materially limited, it would harm our future results of operations by effectively increasing our future tax obligations.

Uncertainties in the interpretation and application of existing, new, and proposed tax laws and regulations could materially affect our tax obligations and effective tax rate.

The tax laws to which we are subject or under which we operate are unsettled and may be subject to significant change. The issuance of additional guidance related to existing or future tax laws, or changes to tax laws or regulations proposed or implemented by the current or a future U.S. presidential administration, Congress, or taxing authorities in other jurisdictions, including jurisdictions outside of the United States, could materially affect our tax obligations and effective tax rate. To the extent that such changes have a negative impact on us, including as a result of related uncertainty, these changes may adversely impact our business, financial condition, results of operations, and cash flows.

The amount of taxes we pay in different jurisdictions depends on the application of the tax laws of various jurisdictions, including the United States, to our international business activities, tax rates, new or revised tax laws, or interpretations of tax laws and policies, and our ability to operate our business in a manner consistent

 

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with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions pursuant to our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such a contingency. Similarly, a taxing authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions.

We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act, U.S. domestic bribery laws, and other anti-corruption and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. As we increase our international sales and business, we may engage with business partners and third-party intermediaries to market our offerings and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. We cannot assure you that all of our employees and agents will not take actions in violation of anti-corruption laws, for which we may be ultimately held responsible, or that we will be able to timely detect such actions. As we increase our international sales and business, our risks under these laws may increase.

Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, financial condition, and results of operations could be harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

We are subject to governmental export and import controls and sanctions laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws.

Instacart and our offerings are subject to U.S. export controls, including the Export Administration Regulations, and we incorporate encryption technology into certain of our offerings. These encryption products and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license, a license exception, or other appropriate government authorizations, including the filing of an encryption classification request or self-classification report. In addition, we have insignificant operations in China relating to the design, engineering, and supply of Caper Carts and Caper Counters to certain of our retail partners’ stores in North America, which operations are subject to import and export controls. Any adverse changes in trade relations with China, such as tariff increases and import and export

 

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licensing and control requirements, could interfere with the shipment of Caper Carts and Caper Counters to our retail partners, which could have a negative impact on future development and adoption of Caper Carts, Caper Counters, and related prospects.

Furthermore, our activities are subject to U.S. economic sanctions laws and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department which generally prohibit any transactions or dealings, including the provision of products and services, involving embargoed jurisdictions or sanctioned parties. Obtaining the necessary export license or other authorization for a particular transaction may be time-consuming and may result in the delay or loss of sales opportunities. Violations of U.S. sanctions or export control regulations can result in significant fines or penalties and possible incarceration for responsible employees and managers.

Our presence outside the United States and any future international expansion strategy will subject us to additional costs and risks, and our plans may not be successful.

We have expanded our presence internationally. We launched operations in Canada in December 2017 and have acquired companies that have insignificant operations in certain other countries. We expect to continue to expand our international operations and are evaluating opportunities across the world but do not have plans to launch significant operations in any specific geographic area at this time. Operating outside of the United States may require significant management attention to oversee operations over a broad geographic area with varying cultural norms and customs, in addition to placing strain on our finance, analytics, compliance, legal, engineering, and operations teams. We may incur significant operating expenses and may not be successful in our international expansion for a variety of reasons, including:

 

   

challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;

 

   

an inability to attract consumers, retailers, brands, and shoppers;

 

   

competition from local incumbents that better understand the local market, may market and operate more effectively, and may enjoy greater local affinity or awareness;

 

   

differing demand dynamics, which may make our offerings less successful;

 

   

differing and potentially more onerous employment and labor regulations including with respect to worker classification and collective bargaining, where employment and labor laws are generally more advantageous to workers or employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;

 

   

complying with varying laws and regulatory standards, including with respect to privacy, data security, data protection, tax, and local regulatory restrictions;

 

   

obtaining any required government approvals, licenses, or other authorizations;

 

   

varying levels of internet and mobile technology adoption and infrastructure;

 

   

currency exchange restrictions or costs and exchange rate fluctuations;

 

   

operating in jurisdictions that do not protect intellectual property rights in the same manner or to the same extent as the United States;

 

   

public health concerns or emergencies, such as the COVID-19 pandemic and other highly infectious diseases, outbreaks of which have from time to time occurred, and which may occur, in various parts of the world in which we operate or may operate in the future; and

 

   

limitations on the repatriation and investment of funds, as well as foreign currency exchange restrictions.

 

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Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake may not be successful. For example, we have insignificant operations in China relating to the design, supply, and engineering of Caper Carts and Caper Counters. The possibility of adverse changes in trade or political relations with China, political instability, or increases in labor costs could interfere with the manufacturing and/or shipment of Caper Carts and Caper Counters. Our insignificant business operations in China may also be negatively impacted by the current and future political environment in China. We also rely on third-party manufacturers in China for Caper Carts and Caper Counters, which exposes us to risks such as historically lower protection of intellectual property rights, unexpected or unfavorable changes in regulatory requirements, volatility in currency exchange rates, and difficulties associated with the Chinese legal system. If we invest substantial time and resources to expand our operations internationally and are unable to manage these risks effectively, our business, financial condition, and results of operations could be adversely affected.

Risks Related to Our Dependence on Third Parties

We rely on third parties for elements of the payment processing infrastructure underlying Instacart. If these third-party elements become unavailable or unavailable on favorable terms, our business could be adversely affected.

The convenient payment mechanisms provided by Instacart are key factors contributing to the development of our business. We rely on third parties, including Fiserv, Klarna, Marqeta, PayPal, and Stripe, for elements of our payment processing infrastructure to accept payments from customers and remit payments to retailers and shoppers, including certain Instacart-branded programs. These third parties may refuse to renew our agreements with them on commercially reasonable terms or at all. If these companies become unwilling or unable to provide these services to us on acceptable terms or at all, our business may be disrupted. For certain payment methods, including credit and debit cards, Android Pay, and Apple Pay®, we generally pay interchange fees and other processing and gateway fees, and such fees result in significant costs. In addition, online payment providers are under continued pressure to pay increased fees to banks to process funds, and there is no assurance that such online payment providers will not pass any increased costs on to us. If these fees increase over time, our operating costs will increase, which could adversely affect our business, financial condition, and results of operations.

In addition, system failures have at times prevented us from making payments to shoppers in accordance with our typical timelines and processes, which caused substantial shopper dissatisfaction and generated a significant number of shopper complaints. Future failures of the payment processing infrastructure underlying Instacart could cause shoppers to lose trust in our payment operations and could cause them to instead use our competitors’ platforms. If the quality or convenience of our payment processing infrastructure declines as a result of these limitations or for any other reason, the attractiveness of our business to consumers, retailers, and shoppers could be adversely affected. If we are forced to migrate to other third-party payment service providers for any reason, the transition would require significant time and management resources, and may not be as effective, efficient, or well-received by consumers, retailers, or shoppers.

We rely on software and services from other parties. Defects in, or the loss of access to, software or services from third parties could harm our business and adversely affect the quality of Instacart.

Our offerings incorporate certain third-party software obtained under licenses from other companies, including for our background checks, data visualization, mapping, and database tools. Such third parties may discontinue their products, cease to provide their products or service to us, go out of business, or otherwise cease to provide support for such products or services in the future. Although we believe that there are commercially reasonable alternatives to the third-party software or services we currently license or receive, this may not always be the case, or it may be difficult or costly to replace existing third-party software or find a replacement third-party service. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties, and we may not be able to enter into such agreements on advantageous terms. In

 

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addition, integration of the software used in our offerings with new third-party software may require significant work and substantial investment of our time and resources. Also, to the extent that our offerings depend upon the successful operation of third-party software, any undetected errors or defects in, or disruptions to the functionality of, such third-party software could prevent the deployment or impair the functionality of our offerings, delay new offering introductions, result in a failure of our offerings, and injure our reputation, which in each case could harm our financial condition and results of operations.

We currently rely on a small number of third-party service providers to host or support a significant portion of Instacart, and any interruptions or delays in services from these third parties could impair the delivery of our offerings and harm our business.

We currently host Instacart and support our operations using a combination of a small number of third-party service providers, including Amazon Web Services and Google Cloud Platform. We do not have control over the operations of the facilities of the hosting providers that we use, and these third-party operations and co-located data centers may experience break-ins, computer viruses, denial-of-service or other cyber-attacks, sabotage, acts of vandalism, and other misconduct. These facilities may also be vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, and similar events. We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, website hosting disruptions, and capacity constraints. Any such limitation on the capacity of our third-party service providers could impede our ability to onboard new customers or expand the usage of our existing customers, which could adversely affect our business, financial condition, and results of operations. In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. A prolonged service disruption affecting our service for any of the foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the third-party service providers we use.

In addition, any changes in our hosting provider’s service levels may adversely affect our ability to meet the expectations of customers, retailers, brands, and shoppers. Our systems do not provide complete redundancy of data storage or processing, and as a result, the occurrence of any such event, a decision by our third-party service providers to close our co-located data centers without adequate notice, or other unanticipated problems may result in our inability to serve data reliably or require us to migrate our data to either a new on-premise data center or public cloud computing service. This could be time-consuming and costly and may result in the loss of data, any of which could significantly interrupt the provision of our offerings and harm our reputation and brand. We may not be able to easily switch to another public cloud or data center provider in the event of any disruptions or interference to the services we use, and even if we do, other public cloud and data center providers are subject to the same risks. Additionally, our co-located data center facility agreements are of limited durations, and providers of our co-located data center facilities have no obligation to renew their agreements with us on commercially reasonable terms or at all. If we are unable to renew our agreements with these facilities on commercially reasonable terms, we may experience delays in the provision of our offerings until an agreement with another co-located data center is arranged, and any business interruptions that impact the delivery of our offerings as a result of these delays may reduce our revenue, cause shoppers and retailers to stop offering their services through Instacart, and reduce use of our offerings by customers. In addition, if we are unable to scale our data storage and computational capacity sufficiently or on commercially reasonable terms, our ability to innovate and introduce new offerings on Instacart may be delayed or compromised, which would have an adverse effect on our growth and business.

 

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We rely on mobile operating systems and app marketplaces to make portions of Instacart available to customers, retailers, brands, and shoppers, and if we do not effectively operate with such app marketplaces, our usage or brand recognition could decline and our business, financial condition, and results of operations could be adversely affected.

We depend in part on mobile operating systems, such as Android and iOS, and their respective app marketplaces to make Instacart available to customers, retailers, brands, and shoppers. Any changes in such systems and app marketplaces that degrade the functionality of our apps or give preferential treatment to our competitors’ apps could adversely affect Instacart’s usage on mobile devices. If such mobile operating systems or app marketplaces limit or prohibit us from making our apps available to customers, retailers, brands, or shoppers, make changes that degrade the functionality of our apps, change the way we collect or use data, increase the cost of using our apps, impose terms of use unsatisfactory to us, alter how we collect fees, increase our compliance costs, or modify their search or ratings algorithms in ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’ app marketplace is more prominent than the placement of our apps, our growth could slow. Our apps have experienced fluctuations in placement in the past, and we anticipate similar fluctuations in the future. Additionally, we are subject to requirements imposed by app marketplaces such as those operated by Apple and Google, who may change their technical requirements or policies in a manner that adversely impacts the way in which we collect, use and share data from users. For example, Apple requires mobile applications using its iOS mobile operating system to obtain a user’s permission to track them or access their device’s advertising identifier for certain purposes. The long-term impact of these and any other changes remains uncertain. If we do not comply with applicable requirements imposed by app marketplaces, we could lose access to the app marketplaces and users, and our business would be harmed. Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our apps or that we can effectively roll out updates to our app. Additionally, in order to deliver high-quality apps, we need to ensure that Instacart is designed to work effectively with a range of mobile technologies, systems, networks, and standards. If customers, retailers, brands, or shoppers that utilize Instacart encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to adapt to changes in popular mobile operating systems, we expect that our growth and engagement would be adversely affected.

We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition, and results of operations.

We procure third-party insurance policies to cover various operations-related risks including automobile liability, employment practices liability, workers’ compensation, business interruptions, errors and omissions, cybersecurity and data breaches, crime, directors’ and officers’ liability, occupational accident insurance for shoppers, and general business liabilities. For certain types of operations-related risks or future risks related to our new and evolving offerings, we are not able to, or may not be able to, acquire insurance. In addition, we may not obtain enough insurance to adequately mitigate such operations-related risks or risks related to our new and evolving offerings, and we may have to pay high premiums, co-insurance, self-insured retentions, or deductibles for the coverage we do obtain. We rely on a limited number of insurance providers, and should such providers discontinue or increase the cost of coverage, we cannot guarantee that we would be able to secure replacement coverage on reasonable terms or at all. If our insurance carriers change the terms of our policies in a manner not favorable to us or to shoppers, our insurance costs could increase. Further, if the insurance coverage we maintain is not adequate to cover losses that occur, or if we are required to purchase additional insurance for other aspects of our business, we could be liable for significant additional costs. Additionally, if any of our insurance providers becomes insolvent, it would be unable to pay any operations-related claims that we make.

If the amount of one or more operations-related claims were to exceed our applicable aggregate coverage limits, we would bear the excess, in addition to amounts already incurred in connection with deductibles, self-

 

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insured retentions, co-insurance, or otherwise paid by our insurance policy. Insurance providers have raised premiums and deductibles for many businesses and may do so in the future. As a result, our insurance costs and claims expense could increase, or we may decide to raise our deductibles or self-insured retentions when our policies are renewed or replaced. Our business, financial condition, and results of operations could be adversely affected if the cost per claim, premiums, the severity of claims, or the number of claims significantly exceeds our historical experience and coverage limits; we experience a claim in excess of our coverage limits; our insurance providers fail to pay on our insurance claims; we experience a claim for which coverage is not provided; or the severity or number of claims under our deductibles or self-insured retentions differs from historical averages.

We are also subject to certain contractual requirements to obtain insurance. For example, some of our agreements with retailers require that we procure certain types of insurance, and if we are unable to obtain and maintain such insurance, we would be in violation of the terms of these retailer agreements. In addition, we are subject to local laws, rules, and regulations relating to insurance coverage which could result in proceedings or actions against us by governmental entities or others. Any failure, or perceived failure, by us to comply with existing or future local laws, rules, and regulations or contractual obligations relating to insurance coverage could result in proceedings or actions against us by governmental entities or others. Additionally, anticipated or future local laws, rules, and regulations relating to insurance coverage, could require additional fees and costs. Compliance with these rules and any related lawsuits, proceedings, or actions may subject us to significant penalties and negative publicity, require us to increase our insurance coverage, require us to amend our insurance policy disclosure, increase our costs, and disrupt our business.

Risks Related to Our Intellectual Property

Failure to adequately maintain and protect our intellectual property and proprietary rights could harm our brand, devalue our proprietary content, and adversely affect our ability to compete effectively.

Our success depends to a significant degree on our ability to obtain, maintain, protect, and enforce our intellectual property rights, including our proprietary technology, know-how, and our brand. To protect our rights to our intellectual property, we rely on a combination of patent, trademark, copyright, and trade secret laws, domain name registrations, confidentiality agreements, and other contractual arrangements with our employees, affiliates, clients, strategic partners, and others. However, the protective steps we have taken and plan to take may be inadequate to deter infringement, misappropriation, dilution or other violations of our intellectual property rights. We make business decisions about when and where to seek patent protection for a particular technology and when to rely upon copyright or trade secret protection, and the approach we select may ultimately prove to be inadequate. Even in cases where we seek patent protection, there is no assurance that our applications for patents will be granted, and even if they are, that the resulting patents will be of sufficient scope to provide meaningful protection. Further, even if we obtain adequate protection, we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our patents and other intellectual property rights. Effective patent, trademark, copyright, and trade secret protection may not be available to us or in every jurisdiction in which we offer or intend to offer our services. Failure to adequately protect our intellectual property could harm our brand, devalue our proprietary content, and adversely affect our ability to compete effectively. Further, third parties may challenge the validity, enforceability, registration, ownership or scope of our intellectual property rights, and defending against any such claims could result in the expenditure of significant financial and managerial resources, which could adversely affect our business, results of operations, and financial condition.

If we fail to protect our intellectual property rights adequately, our competitors may gain access to our intellectual property and proprietary technology and develop and commercialize substantially identical offerings or technologies. In addition, defending our intellectual property rights might entail significant expense. Any patents, trademarks, copyrights, or other intellectual property rights that we have or may obtain may be challenged or circumvented by others or invalidated or held unenforceable through administrative process,

 

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including re-examination, inter partes review, interference and derivation proceedings and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings), or litigation. Despite our pending U.S. patent applications, there can be no assurance that our patent applications will result in issued patents, or even if issued, that such patents would be of sufficient scope to provide meaningful protection. Even if we continue to seek patent protection in the future, we may be unable to obtain or maintain patent protection for our technology. In addition, any patents we have or may obtain, or that are licensed to us now or in the future, may not provide us with competitive advantages or may be successfully challenged by third parties. Further, the laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Moreover, policing unauthorized use of our technologies, trade secrets, and intellectual property may be difficult, expensive, and time-consuming. Despite our precautions, it may be possible for unauthorized third parties to copy our offerings and technology capabilities and use information that we regard as proprietary to create offerings that compete with ours. The value of our trademarks could be diminished if others assert rights in or ownership of our trademarks, or if they use and assert rights in trademarks that are similar to our trademarks. In some cases, litigation or other actions may be necessary to protect or enforce our trademarks and other intellectual property rights. We may be unable to successfully resolve these types of conflicts to our satisfaction.

We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other third parties, including suppliers and other partners. However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information, know-how, and trade secrets. Moreover, no assurance can be given that these agreements will be effective in controlling access to our proprietary information or the distribution, use, misuse, misappropriation, reverse engineering, or disclosure of our proprietary information, know-how, and trade secrets. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our offerings and technology capabilities. These agreements may be breached, and we may not have adequate remedies for any such breach.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor for infringement and to enforce our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights, and if such defenses, counterclaims, or countersuits are successful, we could lose valuable intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our offerings and technology capabilities, impair the functionality of our offerings and technology capabilities, delay introductions of new offerings, result in our substituting inferior or more costly technologies into our offerings, or injure our reputation.

We may not be able to successfully halt the operations of copycat websites or the infringement or misappropriation of intellectual property rights in Instacart, or elements or functionality embodied therein, including, but not limited to, our digital catalog. From time to time, third parties have accessed Instacart’s servers without authorization and misappropriated our digital catalog through website scraping, “bots,” web crawlers, or other tools or means. In addition, copycat websites have imitated or attempted to imitate elements or functionality of Instacart. As a result, we have employed technological and legal measures, including initiating lawsuits, in an attempt to halt such infringement or misappropriation. We expect such activities to continue to occur. However, we may not be able to detect all such activities in a timely manner and, even if we do, we cannot guarantee that our efforts to protect and enforce our intellectual property rights will be successful. Regardless of whether we can successfully enforce our rights against these websites or third parties, any measures that we may take could require us to expend significant financial or other resources.

 

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We are currently, and may in the future become, party to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.

We have in the past been, are currently in, and may in the future become subject to intellectual property disputes. Our success depends, in part, on our ability to develop and commercialize our offerings without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our offerings are infringing, misappropriating, or otherwise violating third-party intellectual property rights, and such third parties may bring claims alleging such infringement, misappropriation, or violation. For example, we rely on a combination of third-party intellectual property licenses and the fair use doctrine when we refer to third-party intellectual property, such as brand names and product images, on Instacart. Third parties may dispute the scope of those rights or the applicability of the fair-use doctrine or otherwise challenge our ability to reference their intellectual property in the course of our business. From time to time, we are contacted by companies controlling brands of products that are sold by retailers, demanding that we cease referencing those brands or take down product images on Instacart. Additionally, companies in the internet and technology industries, and other patent holders, including “non-practicing entities,” seeking to profit from royalties in connection with grants of licenses or seeking to obtain injunctions, own large numbers of patents and other intellectual property and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In 2020, we held conversations with International Business Machines Corporation, or IBM, regarding IBM’s patent portfolio. In connection with these conversations, and to resolve any allegations of possible infringement of IBM’s patents, in January 2021, we entered into an arrangement to significantly increase the size of our patent portfolio, including the acquisition of over 250 patents from IBM and a patent cross-license. However, this strategy of cross-licensing our patent portfolio with third parties in order to settle infringement claims brought against us may not be appropriate in the future and is not effective against certain patent owners, such as non-practicing entities.

Other parties have asserted, and in the future may assert, that we have infringed their intellectual property rights. Any claims of intellectual property infringement, even those without merit, could be time consuming and costly to defend, cause us to cease using or incorporating the asserted intellectual property rights, divert management’s attention and resources, and expose us to other legal liabilities, such as indemnification obligations. We could be required to pay substantial damages or cease using intellectual property or technology that is deemed infringing or be required to enter into royalty or licensing agreements to obtain the right to use a third party’s intellectual property. Any such royalty or licensing agreements may not be available to us on acceptable terms or at all. Additionally, a successful claim of infringement against us could result in us being required to pay significant damages or enter into costly license or royalty agreements, either of which could have an adverse impact on our business. The technology industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights. Companies in the technology industry are often required to defend against litigation claims based on allegations of infringement, misappropriation, or other violations of intellectual property rights. Our technologies may not be able to withstand any third-party claims against their use. In addition, some companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Relative to certain of our competitors, we do not currently have a large patent portfolio, and our relative patent portfolio size may reduce the deterrence value of our portfolio against patent infringement claims brought by competitors or other entities with larger portfolios. Our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we have. If a third party is able to obtain an injunction preventing us from accessing such third-party intellectual property rights, or if we cannot license or develop alternative technology for any potentially infringing aspect of our business, we could be forced to rebrand our offerings, limit, or stop sales of our offerings and technology capabilities, or cease business activities related to such intellectual property. Although we carry general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition, or results of operations. Any intellectual property

 

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litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following:

 

   

cease selling or using offerings that incorporate the intellectual property rights that we allegedly infringe, misappropriate, or violate;

 

   

make substantial payments for legal fees, settlement payments, or other costs or damages;

 

   

obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or

 

   

redesign the allegedly infringing offerings to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible.

Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and results of operations. Moreover, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. We expect that the occurrence of infringement claims is likely to grow as the market for Instacart and our offerings grows. Accordingly, our exposure to damages resulting from infringement claims could increase, and this could further exhaust our financial and management resources.

Our use of third-party open source software could adversely affect our ability to offer Instacart and our offerings and subjects us to possible litigation.

We use third-party open source software in connection with the operation, development, and deployment of Instacart and our offerings. From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and their compliance with the terms of the applicable open source license. We may be subject to suits by parties claiming ownership of what we believe to be open source software or claiming non-compliance with the applicable open source licensing terms. Some open source licenses require end-users who distribute or make available across a network software and services that include open source software to make available the source code of all or part of such software, which in some circumstances could include valuable proprietary code, and also prohibit the charging of fees to licensees for use of such code. While we employ practices designed to monitor our compliance with the licenses of third-party open source software and to shield our valuable proprietary source code from these open-source license requirements, we have not run a complete open source license review and may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the applicable terms of such license, that could require us to disclose source code of our proprietary software, prohibit us from charging fees for use of our proprietary software, or render our software temporarily unavailable. Furthermore, there is an increasing number of open-source software license types, almost none of which have been tested in a court of law, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses. If we were to receive a claim of non-compliance with the terms of any of our open source licenses, we may be required to publicly release certain portions of our proprietary source code, expend substantial time and resources to re-engineer some or all of our software, or temporarily disable one or more features of our platform.

In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open-source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise Instacart. Additionally, because any software source code that we contribute to open source projects becomes publicly available, our ability to protect our intellectual property rights in such software source code may be limited or lost entirely, and we would be unable to prevent our competitors or others from using such contributed software source code. Any of the foregoing could be harmful to our business,

 

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financial condition, or results of operations and could help our competitors develop offerings that are similar to or better than ours.

Risks Related to this Offering and Ownership of Our Common Stock

The trading price of our common stock may be volatile and could decline significantly and rapidly.

The trading price of our common stock could be subject to wide fluctuations in response to numerous factors in addition to the ones described in this “Risk Factors” section many of which are beyond our control, including:

 

   

actual or anticipated fluctuations in our results of operations and growth rates, including as a result of any future public health outbreaks;

 

   

the number of shares of our common stock made available for trading;

 

   

overall performance of the equity markets and the economy as a whole;

 

   

changes in the financial projections we may provide to the public or our failure to meet these projections;

 

   

failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

 

   

changes in the pricing of our offerings;

 

   

actual or anticipated changes in our growth rate relative to that of our competitors;

 

   

changes in the anticipated future size or growth rate of our addressable markets;

 

   

announcements of new products, or of acquisitions, strategic partnerships, joint ventures, or capital-raising activities or commitments, by us or by our competitors;

 

   

repurchases or expectations with respect to repurchases of our common stock by us;

 

   

additions or departures of board members, management, or key personnel;

 

   

rumors and market speculation involving us or other companies in our industry;

 

   

new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to privacy, data security, data protection, and cyber security in the United States or globally;

 

   

lawsuits threatened or filed against us;

 

   

other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;

 

   

health epidemics, such as the COVID-19 pandemic, influenza, and other highly infectious diseases;

 

   

expiration of lock-up agreements and market stand-off provisions; and

 

   

sales or expectations with respect to sales of shares of our capital stock by us or our security holders.

In addition, stock markets, with respect to newly public companies, particularly companies in the technology industry, have experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. Stock prices of many companies, including technology companies, have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our common stock shortly following the listing of our

 

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common stock on Nasdaq as a result of the supply and demand forces described above. In the past, companies that have experienced volatility in the trading price for their stock have been subject to securities class action litigation. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, results of operations, and financial condition.

The initial public offering price of our common stock may not be indicative of the market price of our common stock after this offering.

The initial public offering price was determined by negotiations between us, the selling stockholders, and representatives of the underwriters, based on numerous factors which we discuss in the section titled “Underwriting,” and may not be indicative of the market price of our common stock after this offering. If you purchase our common stock, you may not be able to resell those shares at or above the initial public offering price.

An active, liquid, and orderly market for our common stock may not develop or be sustained. You may be unable to sell your shares of common stock at or above the price at which you purchased them.

Our common stock has been approved for listing on Nasdaq. Prior to listing on Nasdaq, there has been no public market for our common stock. An active, liquid, and orderly trading market for our common stock may not initially develop or be sustained, which could significantly depress the trading price of our common stock and/or result in significant volatility, which could affect your ability to sell your shares of common stock.

In addition, we currently anticipate that up to an aggregate of 1% of the shares of common stock offered hereby will, at our request, be offered to retail investors through SoFi Securities LLC, or SoFi, as an underwriter, or Robinhood Financial, or Robinhood, as a selling group member, via their online brokerage platforms. There may be risks associated with the use of such platforms that we cannot foresee, including risks related to the technology and operation of such platforms, and the publicity and the use of social media by users of such platforms that we cannot control.

We anticipate incurring a substantial obligation in connection with tax liabilities on the initial settlement of RSUs, vesting of outstanding restricted stock, and net exercise of certain stock options in connection with this offering. The manner in which we fund these tax liabilities may have an adverse effect on our financial condition or may add to the dilution of our stockholders in the offering.

In light of the large number of RSUs that initially settle, outstanding restricted stock that vests, and stock options that are being net exercised in connection with this offering, we anticipate that we will expend substantial funds, primarily using net proceeds from this offering and the concurrent private placement, to satisfy tax withholding and remittance obligations in connection with the effectiveness of the registration statement of which this prospectus forms a part. The RSUs and restricted stock granted prior to the date of this prospectus vest upon the satisfaction of service-based, liquidity event-based, and/or market-based vesting conditions. The service-based vesting condition is generally satisfied over a period of four years. The market-based vesting conditions are satisfied upon our achievement of specified future valuation amounts. The liquidity event-based condition is satisfied on the earlier of (i) a combination or disposition transaction provided that such transaction (or series of transactions) qualifies as a change of control, and (ii) the effective date of a registration statement for an initial public offering of our common stock, including this offering. As a result, a large number of RSUs and restricted stock which have previously satisfied the service-based vesting condition or market-based vesting condition, as applicable, vested in connection with the effectiveness of the registration statement of which this prospectus forms a part. In connection with the settlement of these RSUs, net exercise of these stock options, and vesting of restricted stock, we plan to withhold certain shares underlying RSUs and stock options and repurchase and cancel certain shares of outstanding restricted stock, as applicable, and remit income taxes on behalf of the holders of such RSUs, stock options, and restricted stock at applicable statutory tax withholding rates based on the initial public offering price per share in this offering. See the section titled “Use of Proceeds.” For RSUs that will vest after the effectiveness of the

 

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registration statement of which this prospectus forms a part and prior to the expiration of the lock-up and/or market stand-off period, we will have discretion to net settle or sell-to-cover shares underlying these RSUs and also to delay settlement of these RSUs following vesting until the expiration of the lock-up and/or market stand-off period.

Based on the number of RSUs and shares of restricted stock outstanding for which the service-based or market-based vesting condition, as applicable, were fully or partially satisfied on or before August 15, 2023 and the number of stock options to be net exercised in connection with this offering, and assuming (i) that the price of our common stock at the time of settlement was equal to the initial public offering price of $30.00 per share and (ii) a 47% tax withholding rate for the RSUs and shares of restricted stock and a 43% tax withholding rate for the stock options, we estimate that these tax obligations on the settlement date in connection with this offering would be approximately $568.6 million in the aggregate. Accordingly, we would expect to (i) deliver an aggregate of approximately 17.6 million shares of our non-voting common stock to RSU holders after withholding an aggregate of approximately 15.6 million shares of our non-voting common stock, (ii) repurchase and cancel 145,407 shares of outstanding non-voting restricted stock, and (iii) deliver an aggregate of approximately 4.2 million shares of our common stock to option holders after withholding an aggregate of approximately 5.0 million shares of common stock, including to satisfy the aggregate exercise price. In connection with the net settlements of RSUs, cancellations of outstanding restricted stock, and net exercises of stock options, we would withhold and remit the tax liabilities on behalf of the RSU holders, holders of outstanding restricted stock, and option holders to the relevant tax authorities in cash. The amount of these obligations could be higher or lower, depending on, among other things, the price of shares of our common stock in this offering, the actual tax withholding rates, and the actual number of RSUs and shares of restricted stock outstanding for which the service-based or market-based vesting condition, as applicable, has been satisfied on the settlement or vesting date (after accounting for forfeitures prior to the settlement or vesting date). In addition, the actual tax withholding rates and number of shares withheld in these transactions are partially dependent on the actual initial public offering price per share in this offering. As a result, depending on the actual initial public offering price per share in this offering, actual tax withholding rates, and the number of shares of common stock sold by us in this offering, we may need to use existing cash and cash equivalents to fund a portion of these tax withholding and remittance obligations.

We will have broad discretion in the use of the net proceeds to us from this offering and the concurrent private placement and may not use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering and the concurrent private placement, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering and the concurrent private placement, our ultimate use may vary substantially from our currently intended use. Investors will need to rely on the judgment of our management with respect to the use of proceeds. Pending use, we may invest the net proceeds from this offering and the concurrent private placement in investment-grade, interest-bearing instruments such as money market funds, corporate debt securities, certificates of deposit, commercial paper, and U.S. government and government agency debt securities that may not generate a high yield for our stockholders. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, results of operations, and prospects could be harmed, and the market price of our common stock could decline.

Future sales of our common stock in the public market could cause the market price of our common stock to decline.

Sales of a substantial number of shares of our common stock in the public market following the closing of this offering, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Many of our existing equity holders have substantial unrecognized gains on the value of the equity they hold based upon the price of this offering, and therefore, may take steps to sell their shares or otherwise secure the unrecognized gains on those shares. We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our common stock.

 

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In connection with this offering, we, all of our directors and executive officers, and holders of substantially all of our common stock and securities exercisable for or convertible into our common stock, have entered or will enter into lock-up agreements with the underwriters and/or agreements with market stand-off provisions that restrict our and their ability to sell or transfer shares of our capital stock, and securities convertible into or exercisable or exchangeable for shares of our capital stock, for a period of 180 days from the date of this prospectus, subject to earlier termination on the date on which an open trading window period commences following our release of earnings for the quarter ending December 31, 2023, which we refer to as the lock-up period, subject to certain customary exceptions and certain provisions that provide for the early release of certain shares. See the sections titled “Shares Eligible for Future Sale” and “Underwriting” for a discussion of such exceptions and of the early release provisions that may allow for sales during the lock-up period. In addition, Goldman Sachs & Co. LLC may, in its sole discretion, release certain stockholders from the lock-up agreements prior to the end of the lock-up period. If not earlier released, all of our shares of common stock, other than those sold in this offering, which are freely tradable, will become eligible for sale upon expiration of the lock-up period, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act of 1933, as amended, or the Securities Act.

In addition, after this offering and giving effect to the RSU Net Settlement, the Additional RSU Net Settlement, the RSA Cancellation, the Additional RSA Cancellation, the Option Net Exercise, and the Option Cash Exercise, up to 51,923,013 shares of our common stock may be issued upon exercise of outstanding stock options or vesting and settlement of outstanding RSUs, and up to 121,875,120 shares of our common stock are available for future issuance under our 2023 Plan and our ESPP, and will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, exercise limitations, the lock-up agreements and market stand-off provisions, and Rule 144 and Rule 701 under the Securities Act. We intend to register all of the shares of common stock issuable upon exercise of outstanding options or other equity incentive awards we may grant in the future for public resale under the Securities Act. Shares of common stock will become eligible for sale in the public market to the extent such options are exercised and RSUs settle, subject to the lock-up agreements and market stand-off provisions described above and compliance with applicable securities laws. If these additional shares of common stock are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.

Further, holders of approximately 178.6 million shares as of June 30, 2023, or approximately 65% of our capital stock after the closing of this offering, will have rights, subject to some conditions and the lock-up agreements and market stand-off provisions described above, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

After this offering, our executive officers, directors, and principal stockholders, if they choose to act together, will continue to have the ability to control or significantly influence all matters submitted to stockholders for approval. Furthermore, certain of our current directors were appointed by our principal stockholders.

Following the completion of this offering, and without giving effect to any purchases that these holders may make through our directed share program or otherwise in this offering, our executive officers, directors, and greater than 5% stockholders, in the aggregate, will beneficially own approximately 42% of our outstanding common stock. Furthermore, certain of our current directors were appointed by our principal stockholders. As a result, such persons or their appointees to our board of directors, acting together, will have the ability to control or significantly influence all matters submitted to our board of directors or stockholders for approval, including the appointment of our management, the election and removal of directors, and approval of any significant transaction, as well as our management and business affairs. In addition, if any of our executive officers, directors, and greater than 5% stockholders purchase shares in this offering, or if any of our other current investors purchase shares in this offering and become greater than 5% stockholders as a result, the ability of such persons, acting together, to control or significantly influence such matters will increase. This concentration of ownership may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover, or other business combination involving us, or discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other stockholders.

 

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Norges Bank Investment Management, a division of Norges Bank, and entities affiliated with TCV, Sequoia Capital, D1 Capital Partners, L.P., and Valiant Capital Management, which we refer to collectively as the cornerstone investors, have indicated an interest, severally and not jointly, in purchasing shares of common stock in an aggregate amount of up to approximately $400 million in this offering at the initial public offering price per share and on the same terms as the other purchasers in this offering. Sequoia Capital and D1 Capital Partners are significant stockholders and affiliates of members of our board of directors. Because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer, or no shares to any of the cornerstone investors, and any of the cornerstone investors could determine to purchase more, fewer, or no shares in this offering. The calculations shown above do not reflect any purchases by these purchasers.

Our business and financial performance may differ from any projections that we disclose or any information that may be attributed to us by third parties.

From time to time, we will provide guidance via public disclosures regarding our projected business or financial performance. However, any such projections involve risks, assumptions, and uncertainties, and our actual results could differ materially from such projections. Factors that could cause or contribute to such differences include, but are not limited to, those identified in this section, some or all of which are not predictable or within our control. Other unknown or unpredictable factors also could adversely impact our performance, and we undertake no obligation to update or revise any projections, whether as a result of new information, future events, or otherwise, except as may be required by law. In addition, various news sources, bloggers, and other publishers often make statements regarding our historical or projected business or financial performance, and we cannot assure you of the reliability of any such information even if it is attributed directly or indirectly to us.

Our trading price and trading volume could decline if securities or industry analysts do not publish research about our business, or if they publish unfavorable research.

Equity research analysts do not currently provide coverage of our common stock, and we cannot assure you that any equity research analysts will adequately provide research coverage of our common stock after the listing of our common stock on Nasdaq. A lack of adequate research coverage may harm the liquidity and trading price of our common stock. To the extent equity research analysts do provide research coverage of our common stock, we will not have any control over the content and opinions included in their reports. The trading price of our common stock could decline if one or more equity research analysts downgrade our stock or publish other unfavorable commentary or research. If one or more equity research analysts cease coverage of our company, or fail to regularly publish reports on us, the demand for our common stock could decrease, which in turn could cause our trading price or trading volume to decline.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors. In addition, our ability to pay dividends on our capital stock is limited by the terms of the Series A Preferred Stock and may be further restricted under future contractual arrangements. Accordingly, you must rely on the sale of your common stock after price appreciation, which may never occur, as the only way to realize any future gain on your investment.

Additional stock issuances could result in significant dilution to our stockholders.

We may issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, investments, or otherwise. Additional issuances of our stock will result in dilution to existing holders of our stock. Also, to the extent outstanding stock options to purchase our stock are exercised, additional RSUs settle, or the Series A Preferred Stock is converted, there will be further dilution. The amount of

 

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dilution could be substantial depending upon the size of the issuance or exercise. Any such issuances could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

The Series A Preferred Stock ranks senior to our common stock, impacts our ability to pay dividends, and may result in significant dilution.

The Series A Preferred Stock ranks senior to our common stock. Accordingly, in the event of our liquidation or dissolution in bankruptcy or otherwise, the holders of the Series A Preferred Stock would receive their liquidation preference prior to any distribution being available to holders of our common stock. The terms of the Series A Preferred Stock also require us to obtain approval from the holders of the outstanding shares of Series A Preferred Stock for any cash dividends on our common stock in excess of a 5.0% annual dividend yield. Any dividend payment on our common stock will also result in adjustments to the conversion price of the Series A Preferred Stock. In addition, upon a conversion of the Series A Preferred Stock, your percentage ownership in us will be diluted.

You will experience immediate and substantial dilution in the net tangible book value of the shares of common stock you purchase in this offering.

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock immediately after this offering. If you purchase shares of our common stock in this offering, you will suffer immediate dilution of $22.10 per share, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to the sale of common stock in this offering, the Exchangeable Share Conversion, the Preferred Stock Conversion, the RSU Net Settlement, the RSA Cancellation, the Option Net Exercise, the Option Cash Exercise, the Warrant Net Exercise, the concurrent private placement, and the initial public offering price of $30.00 per share. See the section titled “Dilution.”

Certain provisions in our corporate charter documents and under Delaware law may prevent or hinder attempts by our stockholders to change our management or to acquire a controlling interest in us, or bring a lawsuit against us or our directors and officers, and the trading price of our common stock may be lower as a result.

There are provisions in our restated certificate of incorporation and restated bylaws, as they will be in effect immediately prior to the closing of this offering, that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control were considered favorable by our stockholders. These anti-takeover provisions include:

 

   

a classified board of directors so that not all members of our board of directors are elected at one time;

 

   

the ability of our board of directors to determine the number of directors and to fill any vacancies and newly created directorships;

 

   

a requirement that our directors may only be removed for cause;

 

   

a prohibition on cumulative voting for directors;

 

   

the requirement of a super-majority to amend some provisions in our restated certificate of incorporation and restated bylaws;

 

   

authorization of the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

 

   

an inability of our stockholders to call special meetings of stockholders; and

 

   

a prohibition on stockholder actions by written consent, thereby requiring that all stockholder actions be taken at a meeting of our stockholders.

 

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Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibit a person who owns 15% or more of our outstanding voting stock from merging or combining with us for a three-year period beginning on the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Any provision in our restated certificate of incorporation, our restated bylaws, or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

In addition, the limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation, as will be in effect immediately prior to the closing of this offering, will provide that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

 

   

any derivative action or proceeding brought on our behalf;

 

   

any action asserting a breach of fiduciary duty;

 

   

any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws;

 

   

any action seeking to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws, each to be effective immediately prior to the closing of this offering;

 

   

any action as to which Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware; and

 

   

any action asserting a claim against us that is governed by the internal-affairs doctrine.

This provision would not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation, to be effective immediately prior to the closing of this offering, will further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of such provisions, and a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such an instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation, to be effective immediately prior to the closing of this offering. This may require significant additional costs associated with

 

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resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision in our amended and restated certificate of incorporation, to be effective immediately prior to the closing of this offering, to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business, financial condition, results of operations, and prospects. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.

General Risk Factors

The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the listing standards of Nasdaq, and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems, and resources. Furthermore, several members of our management team do not have prior experience in running a public company. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expense and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a public company that is subject to these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly members who can serve on our audit committee and compensation committee, and qualified executive officers. As a result of the disclosure obligations required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations, and financial condition would be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, would divert the resources of our management and harm our business, results of operations, and financial condition.

 

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As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. This assessment will need to include disclosure of any material weaknesses in our internal control over financial reporting identified by our management. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our second annual report required to be filed with the SEC following the completion of this offering. We have commenced the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, but we may not be able to complete our evaluation, testing, and any required remediation in a timely fashion once initiated. Our compliance with Section 404 will require that we incur substantial expenses and expend significant management efforts. We will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

U.S. generally accepted accounting principles, or GAAP, are subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. The accounting for our business is complex, particularly in the area of revenue recognition, and is subject to change based on the evolution of our business model, interpretations of relevant accounting principles, enforcement of existing or new regulations, and changes in SEC or other agency policies, rules, regulations, and interpretations of accounting regulations. Changes to our business model and accounting methods, principles, or interpretations could result in changes to our financial statements, including changes in revenue and expenses in any period, or in certain categories of revenue and expenses moving to different periods, may result in materially different financial results, and may require that we change how we process, analyze, and report financial information and our financial reporting controls.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes appearing elsewhere in this prospectus. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting

 

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Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses. Significant estimates and judgments involve: revenue recognition, including revenue-related reserves; legal contingencies; income taxes; sales and indirect tax reserves; fair value of assets acquired and liabilities assumed for business combinations; and valuation of our common stock and equity awards. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations are forward-looking statements. 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 include, but are not limited to, statements concerning the following:

 

   

our expectations regarding our financial performance, including revenue, cost of revenue, gross profit, operating expenses, net income, and key metrics such as GTV and orders, and our ability to maintain or increase future profitability and generate profitable growth over time;

 

   

economic and industry trends;

 

   

our ability to effectively manage our growth and plan for and execute growth strategies and initiatives;

 

   

anticipated trends, growth rates, and challenges in our financial performance, key metrics, and business and in the markets in which we operate;

 

   

our ability to attract and increase engagement of customers and shoppers;

 

   

our ability to expand our offerings to existing customers, retailers, and brands;

 

   

our ability to maintain and expand our relationships with retailers and brands;

 

   

our ability to continue to grow across our current markets and expand into new markets;

 

   

the effects of increased competition in our markets and our ability to successfully compete with companies that are currently in, or may in the future enter, the markets in which we operate;

 

   

our estimated market opportunity;

 

   

our ability to timely and effectively scale and adapt our offerings;

 

   

our ability to continue to innovate and enhance our offerings;

 

   

our ability to develop new offerings, features, and use cases and bring them to market in a timely manner, and whether current and prospective customers, retailers, brands, and shoppers will adopt these new products, offerings, features, and use cases;

 

   

the effects of the COVID-19 pandemic, including its variants, or other public health crises;

 

   

our ability to maintain, protect, and enhance our brand and intellectual property;

 

   

our ability to identify and complete acquisitions that complement and expand the functionality of Instacart and our offerings;

 

   

our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the United States and internationally;

 

   

our reliance on key personnel and our ability to attract, maintain, and retain management and skilled personnel;

 

   

the increased expenses associated with being a public company;

 

   

the future trading prices of our common stock; and

 

   

our anticipated use of the net proceeds to us from this offering.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

 

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You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information, actual results, revised expectations or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

 

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MARKET, INDUSTRY, AND OTHER DATA

This prospectus contains estimates and information concerning our industry, including market size and growth of the market in which we participate, that are based on industry publications, reports, and other sources, including Yipit, LLC, and its affiliates, collectively referred to as YipitData. Some data and other information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of independent sources, including YipitData. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we are responsible for all of the disclosure contained in this prospectus and we believe the information from the industry publications and other third-party sources included in this prospectus is reliable, we have not independently verified the accuracy or completeness of the data contained in such sources. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

The sources of certain statistical data, estimates, and forecasts contained in this prospectus are the following independent industry sources:

 

   

Alphabet Inc., or Google, COVID-19 Community Mobility Reports.

 

   

Cadent Consulting Group, or Cadent, 2022 Marketing Spending, December 2022.

 

   

Chain Store Guides, LLC, or CSG, Grocery Industry Market Share Report, 2022.

 

   

Euromonitor International Limited, or Euromonitor, Retail (2023 edition), Consumer Foodservice (2023 edition), Fresh Food (2023 edition).

 

   

FactSet Research Systems Inc., or FactSet, Financial data and analytics provider FactSet (based on a search of public and private supermarkets and other grocery stores in the United States as of August 2023, excluding convenience and restaurant grocery stores).

 

   

Feeding America, Map the Meal Gap 2022, July 2022.

 

   

The Food Industry Association, or FMI, Supermarket Facts, 2019.

 

   

Gartner, Inc., or Gartner, Forecast: Enterprise IT Spending by Vertical Industry Market, 2020-2026, December 2022.

 

   

IBISWorld Inc., or IBISWorld, Supermarkets & Grocery Stores in the US, July 2022.

 

   

Incisiv Inc., or Incisiv, Digital Maturity Benchmark: Grocery Industry 2022, 2023.

 

   

Insider Intelligence, Retail Media Ad Spending, April 2023.

 

   

Market Track, LLC d/b/a Numerator, or Numerator (based on a survey of approximately 105,000 households across the United States for the 12 months ended March 13, 2022).

 

   

McKinsey & Company, or McKinsey, Commerce media: The new force transforming advertising, July 2022.

 

   

McKinsey, Navigating the market headwinds: The state of grocery retail 2022, May 2022.

 

   

McKinsey, The next horizon for grocery e-commerce: Beyond the pandemic bump, April 2022 (based on a survey of 31 CEOs as well as 25 C-level executives, directors, and vice presidents in January and February 2022, augmented with McKinsey’s insights from surveys conducted in 2021 among consumers in the United States (4,691 respondents), Mexico (1,005 respondents), and Canada (967 respondents)).

 

   

NERA Economic Consulting, or NERA, The Economic Impact of Instacart on the U.S. Retail Grocery Industry Before and During the COVID-19 Pandemic, September 2021.

 

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Statista, Grocery shopping: U.S. consumers’ weekly trips per household 2006-2022, December 5, 2022.

 

   

Statistics Canada, Population and Dwelling Count Highlight Tables, 2021 Census.

 

   

The New York Times Company, or The New York Times, Coronavirus in the U.S.: Latest Map and Case Count.

 

   

The Washington Post, The Real Reason the U.S. Spends Twice as Much on Health Care as Other Wealthy Countries, March 2018.

 

   

U.S. Bureau of Labor Statistics, Consumer expenditures in 2021, December 2022.

 

   

U.S. Department of Agriculture Food and Nutrition Service, SNAP: Monthly Participation, Households, Benefits, July 14, 2023.

 

   

U.S. Department of Agriculture Food and Nutrition Service, Stores Accepting SNAP Online, March 2022.

 

   

U.S. Department of Agriculture, Food Security: Key Statistics & Graphics, April 22, 2022.

 

   

U.S. Census Bureau, 2016-2020 American Community Survey 5-Year Estimates, 2020.

 

   

Yipit, LLC, d/b/a YipitData, a market research firm (based on data from six digital-first grocery platforms in the United States from January 2020 to June 2023).

YipitData makes no representation or warranty as to the accuracy or completeness of the data and information from YipitData set forth herein and shall have, and accept, no liability of any kind, whether in contract, tort (including negligence) or otherwise, to any third party arising from or related to use of the data and information by us. Any use which we or a third party makes of such data and information, or any reliance on it, or decisions to be made based on it, are the sole responsibilities of us and such third party.

 

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering and the concurrent private placement of Series A Preferred Stock of approximately $563.8 million (or $657.4 million if the underwriters exercise their option to purchase additional shares of common stock from us in full) based on the initial public offering price of $30.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering and the placement agent fee and estimated issuance costs in connection with the concurrent private placement. We will not receive any of the proceeds from the sale of common stock in this offering by the selling stockholders identified in this prospectus.

The principal purposes of this offering and the concurrent private placement are to increase our financial flexibility and create a public market for our common stock. We intend to use the net proceeds we receive from this offering and the concurrent private placement, together with existing cash and cash equivalents, if necessary, to satisfy all of our anticipated tax withholding and remittance obligations related to the RSU Net Settlement, the Additional RSU Net Settlement, the RSA Cancellation, the Additional RSA Cancellation, and the Option Net Exercise. In connection with the RSU Net Settlement, the Additional RSU Net Settlement, the RSA Cancellation, the Additional RSA Cancellation, and the Option Net Exercise, assuming (i) the fair market value of our common stock at the time of settlement, vesting, and net exercise, as applicable, will be equal to the initial public offering price per share of $30.00 and (ii) an assumed 47% tax withholding rate for the RSU Net Settlement, the Additional RSU Net Settlement, the RSA Cancellation, and the Additional RSA Cancellation and an assumed 43% tax withholding rate for the Option Net Exercise, we estimate that these tax withholding and remittance obligations on the assumed settlement, vesting, or exercise date, as applicable, will be $568.6 million in the aggregate.

We intend for the number of shares of common stock offered by us as set forth on the cover page of this prospectus, taken together with the number of shares of common stock initially underlying the Series A Preferred Stock, to be equal to or less than the number of shares to be withheld or repurchased and cancelled in connection with the RSU net settlements, restricted stock vesting, option net exercises, and warrant net exercise described elsewhere in this prospectus. The actual share withholding or repurchase and cancellation amounts, and related withholding rates, may fluctuate based on each holder’s individual tax circumstances.

 

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We intend to use any remaining net proceeds from this offering and the concurrent private placement for general corporate purposes, including working capital, operating expenses, and capital expenditures. We cannot specify with certainty all of the particular uses for the remaining net proceeds to us from this offering and the concurrent private placement. We may also use a portion of any remaining net proceeds for acquisitions of, or strategic investments in, complementary businesses, products, services, or technologies, although we do not currently have any agreements or commitments to enter into any material acquisitions or investments. Additionally, as part of our broader capital allocation strategy, we may consider utilizing excess cash for opportunistic share repurchases from time to time. Any future determination regarding such repurchases, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including market conditions, our financial position, any contractual restrictions, capital requirements, business prospects, any resulting taxes, and other factors that we and our board of directors may deem relevant. We cannot guarantee that any share repurchases would occur, and we currently do not have any commitments to conduct any share repurchases.

We will have broad discretion over how we use the net proceeds from this offering and the concurrent private placement. We intend to invest the net proceeds from the offering and the concurrent private placement that are not used as described above in investment-grade, interest-bearing instruments such as money market funds, corporate debt securities, certificates of deposit, commercial paper, and U.S. government and government agency debt securities.

 

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DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant. In addition, our ability to pay dividends will be limited by the terms of the Series A Preferred Stock and may be further restricted by any agreements we may enter into in the future.

 

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CAPITALIZATION

The following table sets forth our cash, cash equivalents, and marketable securities and our capitalization as of June 30, 2023 as follows:

 

   

on an actual basis;

 

   

on a pro forma basis to reflect (i) the Exchangeable Share Conversion, resulting in the issuance of 688,787 shares of our non-voting common stock in exchange for all outstanding exchangeable shares; (ii) the net issuance of 14,633,956 shares of our non-voting common stock in connection with the RSU Net Settlement, after withholding 12,977,282 shares to satisfy estimated tax withholding and remittance obligations (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate); (iii) the repurchase and cancellation of 132,188 shares of our outstanding non-voting restricted stock in connection with the RSA Cancellation to satisfy estimated tax withholding and remittance obligations (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate); (iv) the net issuance of 4,197,340 shares of our non-voting common stock in connection with the Option Net Exercise, after withholding 5,003,828 shares to satisfy estimated tax withholding and remittance obligations and the aggregate exercise price (based on the weighted-average exercise price of $5.99 per share, the initial public offering price of $30.00 per share and an assumed 43% tax withholding rate); (v) the issuance of 254,000 shares of our voting common stock in connection with the Option Cash Exercise; (vi) the $488 million increase in liabilities and corresponding decrease in additional paid-in capital resulting from the share withholding and the repurchase and cancellations, as applicable, for the tax withholding and remittance obligations related to the RSU Net Settlement, the RSA Cancellation, and the Option Net Exercise, as well as the $1 million increase in cash and cash equivalents, common stock, and additional paid-in capital related to the Option Cash Exercise; (vii) the net issuance of 2,843,774 shares of our non-voting common stock in connection with the Warrant Net Exercise (based on the initial public offering price of $30.00 per share); (viii) the conversion of all outstanding shares of our non-voting common stock and shares of our non-voting common stock underlying outstanding equity securities into an equivalent number of shares of our voting common stock immediately prior to the closing of this offering; (ix) the Preferred Stock Conversion, resulting in the issuance of 167,691,828 shares of our voting common stock; (x) the reclassification of all outstanding shares of our voting common stock and shares of our voting common stock underlying outstanding equity securities into an equivalent number of shares of common stock immediately prior to the closing of this offering; and (xi) stock-based compensation expense of $2.4 billion associated with RSUs and shares of outstanding non-voting restricted stock subject to service-based, market-based, and/or liquidity event-based vesting conditions, for which the service-based vesting condition and the market-based vesting condition, as applicable, were fully or partially satisfied as of June 30, 2023 and which we expect to recognize in connection with the effectiveness of the registration statement, which will satisfy the liquidity event-based vesting condition, as if such effectiveness had occurred on June 30, 2023, as further described in Notes 2 and 12 to our consolidated financial statements included elsewhere in this prospectus, reflected as an increase to additional paid-in capital and accumulated deficit; and

 

   

on a pro forma as adjusted basis to reflect (i) the pro forma adjustments described above; (ii) our receipt of $391.7 million in estimated net proceeds from the sale and issuance by us of 14,100,000 shares of common stock in this offering, at the initial public offering price of $30.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us; (iii) our receipt of $172.1 million in estimated net proceeds from the sale and issuance by us of 5,833,333 shares of Series A Preferred Stock in the concurrent private placement at a price of $30.00 per share, the initial public offering price per share set forth on the cover page of this prospectus, after deducting the placement agent fee and estimated issuance costs; and (iv) the use of net proceeds from this offering and the concurrent private placement, together with existing cash and cash equivalents, if necessary, to satisfy the estimated tax withholding and remittance obligations reflected in the pro forma adjustments described in the preceding bullet.

 

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You should read this information together with our consolidated financial statements and the related notes included in this prospectus, the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information contained in this prospectus.

 

     As of June 30, 2023  
     Actual     Pro Forma(1)     Pro Forma As
Adjusted(1)(2)
 
    

(in millions, except share amounts, which are
reflected in thousands, and per share

amounts)

 

Cash, cash equivalents, and marketable securities(3)

   $   1,967     $   1,968     $   2,047  
  

 

 

   

 

 

   

 

 

 

Redeemable convertible preferred stock, $0.0001 par value per share; 178,319 shares authorized, 167,302 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted

   $   2,822     $ —      $ —   

Series A redeemable convertible preferred stock, $0.0001 par value per share; no shares authorized, issued, or outstanding, actual; no shares authorized, issued, or outstanding, pro forma; 5,833 shares authorized, 5,833 shares issued and outstanding, pro forma as adjusted

     —        —        172  
  

 

 

   

 

 

   

 

 

 

Stockholders’ equity:

      

Voting and non-voting common stock, $0.0001 par value per share; 820,509 shares authorized, 72,376 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted

     —        —        —   

Exchangeable shares, no par value, 702 shares authorized, 689 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted

     —        —        —   

Preferred stock, $0.0001 par value per share; no shares authorized, issued, or outstanding, actual; 24,167 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted

     —        —        —   

Common stock, $0.0001 par value per share; no shares authorized, issued, and outstanding, actual; 2,000,000 shares authorized, pro forma and pro forma as adjusted; 262,553 shares issued and outstanding, pro forma; 276,653 shares issued and outstanding, pro forma as adjusted

     —        —        —   

Additional paid-in capital

     928       5,712       6,104  

Accumulated other comprehensive loss

     (2     (2     (2

Accumulated deficit

     (735     (3,158     (3,158
  

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     191       2,552       2,944  
  

 

 

   

 

 

   

 

 

 

Total capitalization

   $ 3,013     $ 2,552     $ 3,116  
  

 

 

   

 

 

   

 

 

 

 

(1)

The pro forma and pro forma as adjusted columns in the table above do not include the effects of the Additional RSU Net Settlement and the Additional RSA Cancellation. The Additional RSU Net Settlement and the Additional RSA Cancellation, including the satisfaction of the remaining vesting conditions for the related RSUs and non-voting restricted stock, would result in (i) additional stock-based compensation expense of $162.6 million, reflected as an additional increase to additional paid-in capital and accumulated deficit; and (ii) additional tax withholding and remittance obligations of $80.3 million (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate), reflected as the related decrease in cash and cash equivalents and corresponding decrease in additional paid-in capital.

(2)

As the accounting treatment of the Series A Preferred Stock, including the determination of fair value, has not yet been finalized, it is assumed for the pro forma as adjusted column that the Series A Preferred Stock will be recorded at cash proceeds less estimated issuance costs.

(3)

Includes short-term marketable securities of $125.0 million and long-term marketable securities of $4.0 million as of June 30, 2023.

 

 

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The number of shares of our common stock that will be outstanding after this offering is based on 262,553,464 shares of our common stock outstanding as of June 30, 2023 (after giving effect to the Exchangeable Share Conversion, the Preferred Stock Conversion, the RSU Net Settlement, the RSA Cancellation, the Option Net Exercise, the Option Cash Exercise, and the Warrant Net Exercise), and excludes:

 

   

20,454,965 shares of our non-voting common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of June 30, 2023, with a weighted-average exercise price of $8.46 per share (after giving effect to the Option Net Exercise and the Option Cash Exercise);

 

   

35,855,790 shares of our non-voting common stock issuable in connection with the vesting and settlement of RSUs outstanding as of June 30, 2023 subject to service-based, market-based, and/or liquidity event-based vesting conditions, for which (i) the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part but (ii) the service-based and/or market-based vesting conditions were not satisfied as of June 30, 2023 (the service-based and/or market-based vesting conditions for 5,668,791 of these RSUs will be satisfied, and additional shares of our non-voting common stock will be issued, in connection with the Additional RSU Net Settlement);

 

   

1,281,449 shares of our non-voting common stock issuable in connection with the vesting and settlement of RSUs granted after June 30, 2023 subject to service-based and liquidity event-based vesting conditions, for which the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part (the service-based and/or market-based vesting conditions for 400 of these RSUs will be satisfied, and additional shares of our non-voting common stock will be issued, in connection with the Additional RSU Net Settlement);

 

   

5,833,333 shares of our common stock issuable upon the conversion of the Series A Preferred Stock (assuming all shares of Series A Preferred Stock are converted into shares of common stock at the conversion price of $30.00 per share, the initial public offering price per share set forth on the cover page of this prospectus, and based on an initial stated value of $175 million);

 

   

114,875,120 shares of our common stock reserved for future issuance under our 2023 Equity Incentive Plan, or the 2023 Plan, which became effective upon the effectiveness of the registration statement of which this prospectus forms a part, consisting of 14,300,000 new shares plus the number of shares (not to exceed 100,575,120 shares) (i) that remained available for grant of future awards under our 2018 Equity Incentive Plan, or the 2018 Plan, at the time the 2023 Plan became effective, which shares ceased to be available for issuance under the 2018 Plan at such time, and (ii) any shares underlying outstanding stock awards granted under our 2013 Equity Incentive Plan, or the 2013 Plan, or the 2018 Plan that expire, or are forfeited, cancelled, withheld, or reacquired; and

 

   

7,000,000 shares of our common stock reserved for future issuance under our 2023 Employee Stock Purchase Plan, or the ESPP, which became effective upon the effectiveness of the registration statement of which this prospectus forms a part.

Our 2023 Plan and ESPP provide for annual automatic increases in the number of shares reserved thereunder. See the section titled “Executive Compensation—Equity Plans” for additional information. We have not authorized any offerings under the ESPP as of the date of this prospectus.

 

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of common stock and the pro forma as adjusted net tangible book value per share of common stock immediately after this offering and the concurrent private placement.

Our historical net tangible book deficit as of June 30, 2023 was $(572.1) million, or $(7.83) per share. Historical net tangible book deficit represents the amount of our total tangible assets less our total liabilities and redeemable convertible preferred stock, divided by the number of shares of common stock and exchangeable shares outstanding as of June 30, 2023.

Our pro forma net tangible book value as of June 30, 2023 was $1.8 billion, or $6.81 per share. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of common stock outstanding as of June 30, 2023, after giving effect to (i) the Exchangeable Share Conversion, resulting in the issuance of 688,787 shares of our non-voting common stock in exchange for all outstanding exchangeable shares; (ii) the net issuance of 14,633,956 shares of our non-voting common stock in connection with the RSU Net Settlement, after withholding 12,977,282 shares to satisfy estimated tax withholding and remittance obligations (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate); (iii) the repurchase and cancellation of 132,188 shares of our outstanding non-voting restricted stock in connection with the RSA Cancellation to satisfy estimated tax withholding and remittance obligations (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate); (iv) the net issuance of 4,197,340 shares of our non-voting common stock in connection with the Option Net Exercise, after withholding 5,003,828 shares to satisfy estimated tax withholding and remittance obligations and the aggregate exercise price (based on the weighted-average exercise price of $5.99 per share, the initial public offering price of $30.00 per share and an assumed 43% tax withholding rate); (v) the issuance of 254,000 shares of our voting common stock in connection with the Option Cash Exercise; (vi) the net issuance of 2,843,774 shares of our non-voting common stock in connection with the Warrant Net Exercise (based on the initial public offering price of $30.00 per share); (vii) the conversion of all outstanding shares of our non-voting common stock and shares of our nonvoting common stock underlying outstanding equity securities into an equivalent number of shares of our voting common stock immediately prior to the closing of this offering; (viii) the Preferred Stock Conversion, resulting in the issuance of 167,691,828 shares of our voting common stock; (ix) the reclassification of all outstanding shares of our voting common stock and shares of our voting common stock underlying outstanding equity securities into an equivalent number of shares of common stock immediately prior to the closing of this offering; and (x) stock-based compensation expense of $2.4 billion associated with RSUs and shares of outstanding non-voting restricted stock subject to service-based, market-based, and/or liquidity event-based vesting conditions, for which the service-based vesting condition and the market-based vesting condition, as applicable, were fully or partially satisfied as of June 30, 2023 and which we expect to recognize in connection with the effectiveness of the registration statement, which will satisfy the liquidity event-based vesting condition, as if such effectiveness had occurred on June 30, 2023, as further described in Notes 2 and 12 to our consolidated financial statements included elsewhere in this prospectus.

Our pro forma as adjusted net tangible book value as of June 30, 2023 was $2.2 billion, or $7.90 per share of common stock. Pro forma as adjusted net tangible book value per share represents the amount of our total tangible assets less our total liabilities and our Series A Preferred Stock to be issued in the concurrent private placement, divided by the number of shares of common stock outstanding as of June 30, 2023, after giving effect to the pro forma adjustments described above and after giving further effect (i) to the sale of shares of common stock that we are offering at the initial public offering price of $30.00 per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us; (ii) the sale and issuance by us of 5,833,333 shares of Series A Preferred Stock in the concurrent private placement at a price of $30.00 per share, the initial public offering price per share set forth on the cover page of this prospectus, after deducting the placement agent fee and estimated issuance costs; and (iii) the use of proceeds and existing cash and cash equivalents to satisfy the assumed tax withholding and remittance obligations described above. This amount

 

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represents an immediate increase in pro forma net tangible book value of $1.09 per share to our existing stockholders before this offering and immediate dilution in pro forma as adjusted net tangible book value of $22.10 per share to investors purchasing shares in this offering.

Our pro forma and pro forma as adjusted net tangible book values do not include the effects of the Additional RSU Net Settlement and the Additional RSA Cancellation. The Additional RSU Net Settlement and the Additional RSA Cancellation would result in additional estimated tax withholding and remittance obligations of $80.3 million (based on the initial public offering price of $30.00 per share and an assumed 47% tax withholding rate), reflected as the related decrease in cash and cash equivalents and resulting decrease in net tangible book value.

Dilution per share to investors purchasing shares in this offering is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by investors in this offering. The following table illustrates this dilution:

 

Initial public offering price per share

     $ 30.00  

Historical net tangible book deficit per share as of June 30, 2023

   $ (7.83  

Increase per share attributable to the pro forma adjustments described above

     14.64    
  

 

 

   

Pro forma net tangible book value per share as of June 30, 2023

     6.81    

Increase in pro forma net tangible book value per share attributable to investors purchasing shares in this offering

   $ 1.09    
  

 

 

   

Pro forma as adjusted net tangible book value per share after this offering

     $ 7.90  
    

 

 

 

Dilution in pro forma as adjusted net tangible book value per share attributable to investors purchasing shares in this offering

     $ 22.10  
    

 

 

 

If the underwriters exercise their option to purchase additional shares of common stock from us in full, our pro forma as adjusted net tangible book value per share after this offering would be $8.14, and the dilution in pro forma as adjusted net tangible book value per share to investors purchasing shares in this offering would be $21.86.

The following table summarizes, on the pro forma as adjusted basis described above, as of June 30, 2023, the number of shares of our common stock, the total consideration, and the average price per share (i) paid to us by existing stockholders before this offering, (ii) to be paid by investors purchasing shares in this offering at the initial public offering price of $30.00 per share, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

     Shares Purchased     Total Consideration     Average
Price per
Share
 
       Number          Percent       Amount
  (in millions)
    

  Percent  

 

Existing stockholders before this offering

     262,553,464        95   $ 3,114        88   $ 11.86  

Investors purchasing shares in this offering

     14,100,000        5       423        12       30.00  
  

 

 

    

 

 

   

 

 

    

 

 

   

Total

     276,653,464        100   $ 3,537        100   $ 12.79  
  

 

 

    

 

 

   

 

 

    

 

 

   

Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders before this offering to be reduced to 254,653,464 shares, or 92% of the total number of shares of our common stock outstanding immediately after the completion of this offering, and will increase the number of shares held by investors in this offering to 22,000,000 shares, or 8% of the total number of shares of our common stock outstanding immediately after the completion of this offering.

If the underwriters exercise their option to purchase additional shares of common stock from us in full, our existing stockholders before this offering would own 94%, and investors purchasing shares in this offering would own 6%, of the total number of shares of our common stock outstanding immediately after the completion of this offering.

 

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The number of shares of our common stock that will be outstanding after this offering is based on 262,553,464 shares of our common stock outstanding as of June 30, 2023 (after giving effect to the Exchangeable Share Conversion, the Preferred Stock Conversion, the RSU Net Settlement, the RSA Cancellation, the Option Net Exercise, the Option Cash Exercise, and the Warrant Net Exercise), and excludes:

 

   

20,454,965 shares of our non-voting common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of June 30, 2023, with a weighted-average exercise price of $8.46 per share (after giving effect to the Option Net Exercise and the Option Cash Exercise);

 

   

35,855,790 shares of our non-voting common stock issuable in connection with the vesting and settlement of RSUs outstanding as of June 30, 2023 subject to service-based, market-based, and/or liquidity event-based vesting conditions, for which (i) the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part but (ii) the service-based and/or market-based vesting conditions were not satisfied as of June 30, 2023 (the service-based and/or market-based vesting conditions for 5,668,791 of these RSUs will be satisfied, and additional shares of our non-voting common stock will be issued, in connection with the Additional RSU Net Settlement);

 

   

1,281,449 shares of our non-voting common stock issuable in connection with the vesting and settlement of RSUs granted after June 30, 2023 subject to service-based and liquidity event-based vesting conditions, for which (i) the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement of which this prospectus forms a part (the service-based and/or market-based vesting conditions for 400 of these RSUs will be satisfied, and additional shares of our non-voting common stock will be issued, in connection with the Additional RSU Net Settlement);

 

   

5,833,333 shares of our common stock issuable upon the conversion of the Series A Preferred Stock (assuming all shares of Series A Preferred Stock are converted into shares of common stock at the conversion price of $30.00 per share, the initial public offering price per share set forth on the cover page of this prospectus, and based on an initial stated value of $175 million);

 

   

114,875,120 shares of our common stock reserved for future issuance under our 2023 Equity Incentive Plan, or the 2023 Plan, which became effective upon the effectiveness of the registration statement of which this prospectus forms a part, consisting of 14,300,000 new shares plus the number of shares (not to exceed 100,575,120 shares) (i) that remained available for grant of future awards under our 2018 Equity Incentive Plan, or the 2018 Plan, at the time the 2023 Plan became effective, which shares ceased to be available for issuance under the 2018 Plan at such time, and (ii) any shares underlying outstanding stock awards granted under our 2013 Equity Incentive Plan, or the 2013 Plan, or the 2018 Plan that expire, or are forfeited, cancelled, withheld, or reacquired; and

 

   

7,000,000 shares of our common stock reserved for future issuance under our 2023 Employee Stock Purchase Plan, or the ESPP, which became effective upon the effectiveness of the registration statement of which this prospectus forms a part.

Our 2023 Plan and ESPP provide for annual automatic increases in the number of shares reserved thereunder. See the section titled “Executive Compensation—Equity Plans” for additional information. We have not authorized any offerings under the ESPP as of the date of this prospectus.

To the extent any additional outstanding options are exercised, additional outstanding RSUs vest and settle, additional restricted stock vests, the Series A Preferred Stock is converted, new stock options or RSUs are issued under our equity incentive plans, or we issue additional equity or convertible debt securities in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements, such as those relating to our plans, objectives, expectations, intentions, and beliefs, which involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Instacart is powering the future of grocery through technology. We partner with retailers to help them successfully navigate the digital transformation of their businesses.

Instacart was founded in 2012 to bring the grocery industry online and help make grocery shopping effortless. We started by understanding what consumers want and then built enterprise-grade technologies that allow retailers to meet those needs. We want to enable any retailer, large or small, to drive success both online and in-store and serve their customers better in all of the ways they choose to shop. Today, more than 1,400 national, regional, and local retail banners63 that collectively represent more than 85% of the U.S. grocery market partner with Instacart.64 We have demonstrated our ability to help our retail partners drive strong growth and stay competitive in a complex and increasingly digital industry. Our GTV, representing the online sales we power for all of our retail partners, grew at a CAGR of 80% between 2018 and 2022, compared to 50% for the overall online grocery market and 1% for offline grocery.65 In 2022, we generated approximately $29 billion of GTV, which makes Instacart the leading grocery technology company in North America.66

Instacart invented a new model for online grocery shopping by offering consumers on-demand delivery from the stores they know and trust. We help our retail partners reach 7.7 million monthly active orderers who spend approximately $317 per month on average on Instacart.67 Retailers reach customers through both Instacart Marketplace, where customers can shop from their favorite retailers through our app or website, and retailers’ owned and operated online storefronts that are powered by Instacart Enterprise Platform, our end-to-end technology solution encompassing eCommerce, fulfillment, Connected Stores, ads and marketing, and insights.

When shopping for groceries, consumers want selection, quality, value, and convenience, and they shop in many different ways. Instacart started as a way for households to conveniently manage their weekly grocery shopping, a recurring and high order value consumer use case. Today, customers can place orders for delivery or pickup across a variety of use cases including the weekly shop, bulk stock-up, convenience, and special occasions. Customers can select the fulfillment option and speed that best serve their needs. For example, a busy parent may prefer the reliability of having their family’s groceries delivered every Sunday, but if they need a few items in the middle of the week, they can trust Instacart to help deliver the items they need with priority delivery (as fast as 30 minutes). Each order can be shopped for and delivered with care by one of the hundreds of thousands of shoppers who value the flexible earnings opportunities that Instacart provides.68

 

63 

As of June 30, 2023.

64 

Based on total grocery sales in 2022, excluding alcohol sales. CSG.

65 

Incisiv.

66 

Based on total online grocery sales in 2022.

67 

For the month ended June 30, 2023.

68 

As of June 30, 2023.

 

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As consumers and retailers move online, CPG brands can use Instacart Ads as a new way to reach customers at the point of purchase and within minutes of delivery and consumption. Today, over 5,500 brands are using Instacart Ads and are now more easily discoverable as customers fill their digital carts.69 Instacart Ads offers brands a highly measurable ads offering that leverages first-party transaction data to move products off of store shelves more efficiently.

We believe the future of grocery is about helping consumers find products they love from retailers they trust, no matter where they are or how they choose to shop. Grocery is the largest category in all of retail, with an annual spend of approximately $1.1 trillion in the United States in 2022.70 Despite the size of the market, grocery has historically been significantly slower to move online compared to other consumer categories. In 2022, only 12% of U.S. grocery shopping took place online,71 compared to 66% of consumer electronics, 38% of apparel, 23% of consumer foodservice, and 20% of home goods.72 Over the past three years, this spend shifted from offline to online at an accelerated pace. Online grocery penetration took 10 years to triple from 1% of total grocery sales in 200973 to 3% in 2019, and just three years to quadruple to 12% in 2022.74 Market penetration could double or more over time.75

Grocery retailers have earned the trust and loyalty of customers over generations by offering selection, quality, value, and convenience. For more than a decade, we have invested in technology that is custom-built for online grocery. We believe our scaled marketplace provides us with unique insights into the needs of the online grocery consumer. Our strategy is to put our technology capabilities and consumer insights into the hands of our retail partners. We are investing more in technology custom-built for online grocery than any single grocer could on their own, allowing grocers to leverage our scale and investments to grow their businesses.

Our technology solutions are better together. Since our founding, Instacart Marketplace has powered more than $100 billion of GTV and over 900 million orders with approximately 20 billion items ordered.76 This scale gives us unique insights into consumer buying behavior, needs, and trends across the entire grocery industry in North America. We then utilize these insights to enhance Instacart Enterprise Platform, ensuring retailers can best meet their customers’ needs across their owned and operated online and physical storefronts. Similarly, Instacart Enterprise Platform enhances Instacart Marketplace, as our deep integration with retailers allows us to expand marketplace capabilities for our customers. As we continue to scale and refine our technology and data insights across Instacart Marketplace and Instacart Enterprise Platform, our algorithms continuously improve to provide significant benefits, including better search results and recommendations, more intelligent replacements, and more seamless checkout flows, among others. Many of these benefits also enhance the value delivered to our brand partners. This draws more brands to Instacart Ads, which yields benefits for Instacart Marketplace and Instacart Enterprise Platform.

 

   

Instacart Marketplace. Connects customers to their favorite national, regional, and local retailers on the largest online grocery marketplace in North America through our mobile app or website.77

 

   

Instacart Enterprise Platform. Provides retailers with a suite of enterprise-grade technologies that span eCommerce, fulfillment, Connected Stores, ads and marketing, and insights.

 

69 

Active brand partners as of June 30, 2023.

70 

Incisiv.

71 

Incisiv.

72 

Euromonitor, Retail (2023 edition), Consumer Foodservice (2023 edition); categories: Consumer Electronics, Consumer Electronics E-Commerce, Apparel and Footwear, Apparel and Footwear E-Commerce, Homewares and Home Furnishings, Homewares and Home Furnishings E-Commerce, Consumer Foodservice by Type, categorization type: online and total; Consumer Foodservice by Type covers Foodservice Value RSP, data for the Retail Categories covers Retail Value RSP excluding Sales Tax; USD, current prices.

73 

Euromonitor, Retail (2023 edition), categories: Food E-Commerce and Drinks and Tobacco E-Commerce 2009 retail value RSP in USD, excluding sales tax, current terms; calculated as a percentage of total Grocery Retailers Food E-Commerce, and Drinks and Tobacco combined 2009 retail value RSP in USD, excluding sales tax.

74 

Incisiv.

75 

McKinsey, The next horizon for grocery e-commerce: Beyond the pandemic bump.

76 

As of July 31, 2023.

77 

Based on GTV generated on Instacart and total grocery sales in 2022.

 

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Instacart Ads. Allows CPG brands to drive sales by engaging with high-intent customers in a highly measurable and targeted way while also providing savings and product discovery to customers through our leading digital advertising solutions and insights.

Our focus on powering the future of grocery through technology has propelled us to achieve numerous milestones:

 

 

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Our Financial Model

Our financial model is driven by the success of retailers, customers, brands, and shoppers in the Instacart ecosystem. As our key constituents engage on Instacart, we generate more orders for our retail partners, who generate transaction volume. We enjoy diversified revenue streams and scaling operating efficiencies.

How We Generate Revenue

We generate revenue, and ultimately gross profit, through fees paid on each order by retail partners and customers as well as advertising fees paid by brands less the associated costs of those revenues. The following chart illustrates the economics of a completed order on Instacart, based on the average order in the year ended December 31, 2022. The order represents a blended average of orders on Instacart Marketplace as well as retailers’ owned and operated online storefronts powered by Instacart Enterprise Platform. Instacart Enterprise Platform has represented approximately 20% of our total GTV since early 2022. Instacart Marketplace and Instacart Enterprise Platform orders have comparable economics, which makes us agnostic as to where orders happen, aligning our incentives with the incentives of our retail partners.

 

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(1)

100% of shopper tips are paid to shoppers.

(2)

Totals may not foot due to rounding.

 

   

Gross Transaction Value. GTV is the value of the products sold based on prices shown on Instacart, in addition to applicable taxes, deposits and other local fees, customer tips, which go directly to shoppers, customer fees, which include flat membership fees related to Instacart+ that are charged monthly or annually, and other fees. GTV consists of orders completed through Instacart Marketplace and services that are part of Instacart Enterprise Platform. Given grocery is one of the largest recurring monthly household expenses, we have a high average order value, which was $110 in 2022. This large average order value allows us to keep fees as a percent of GTV lower for retailers and customers relative to other on-demand delivery platforms.78 Of the total average order value of $110 in 2022, retailers and customers incurred an average of $16 in fees before netting shopper earnings and customer incentives, coupons, and refunds, as described below, to arrive at transaction revenue. See the section titled “—Key Business and Non-GAAP Metrics—Gross Transaction Value (GTV)” for additional information about GTV.

 

   

Transaction Revenue. In 2022, our average transaction revenue per order was approximately $7, or 6.3% of GTV. Our transaction revenue primarily consists of:

 

   

Retailer Fees. We charge retail partners a fee on orders completed. These fees are generally charged as a percentage of the value of the order but in some cases can be charged as a fixed fee per order. Our fee structure is similar for orders completed through Instacart Marketplace and retailers’ owned and operated online storefronts powered by Instacart Enterprise Platform. Retailer fees may be influenced in the near term by renegotiations of our agreements with retailers, including as a result of competitive pressure, and may fluctuate over time.

 

   

Customer Fees. We charge customers a delivery fee as well as a service fee. The delivery fee and service fee vary based on market and the value and composition of the order, as well as the time window selected and distance from the store location. Instacart+, our membership program, offers unlimited free delivery on orders over a certain size, a reduced service fee, credit back on eligible pickup orders, and exclusive benefits. For Instacart+, we generally charge customers a flat fee of $99 for an annual subscription or $9.99 for a monthly subscription. Customers also have the option to include a tip on any delivery order, which goes directly to shoppers and is not included in fees received by Instacart.

 

78 

Instacart estimates that restaurant food delivery companies charge their merchant partners and customers fees of 30% or more in the aggregate as a percent of transaction value, based on Wall Street research and information publicly disclosed by certain leading restaurant delivery platforms.

 

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Retailer and customer fees together were 14.2% of GTV in 2021 and 14.9% of GTV in 2022, translating to $16 per order for each of those fiscal years. We have historically managed these fees together as a percentage of GTV and expect to continue to optimize both customer and retailer fees to reflect the value we deliver across a range of use cases.

 

   

Shopper Earnings. Shoppers earn on Instacart for each batch of orders they fulfill. The amount a shopper earns per batch is based on the effort it takes to complete the batch, including the number and weight of items, driving distance, and expected time to shop and deliver. Shoppers also earn tips, which get passed directly to them from customers. In 2022, shopper earnings, excluding customer tips, were 8.2% of GTV. Shoppers keep 100% of tips and also have opportunities to generate additional earnings through incentives and promotions. As a result, over the past year, shopper earnings increased due to more earnings opportunities, types of batches available, and customer tips.

 

   

Customer Incentives, Coupons, and Refunds. Transaction revenue is recognized upon delivery, net of any incentives, coupons, and refunds, after remitting the purchase value of the goods to retailers and payments to shoppers for their services.

 

   

Advertising and Other Revenue. In 2022, average advertising and other revenue per order was approximately $3, or 2.6% of GTV. We generate fees from brand and retail partners that vary by the product, category, search term, and other criteria that the brand or retailer specifies. These fees are generated through Sponsored Product ads on a per click basis, coupon redemptions, and display ads placements on an impression or fixed fee basis. Other revenue includes fees paid by retailers for use of certain of our technology solutions, such as Eversight, Storefront Pro, and Caper.

 

   

Gross Profit. In 2022, our average gross profit per order was approximately $7, or 6.4% of GTV, which is defined as total revenue less the following:

 

   

Cost of Revenue. In 2022, our average cost of revenue per order was approximately $3, or 2.5% of GTV. Cost of revenue primarily consists of third-party payment processing fees, expenses related to payment chargebacks, hosting fees, insurance costs attributed to fulfillment, compensation costs of our employees primarily involved in fulfillment, depreciation expense, and amortization expense of technology-related intangible assets and capitalized internal-use software. Compensation costs include salaries, taxes, benefits, and bonuses.

Core Principles of Our Financial Model

Generate More Orders

We believe every Instacart order represents a success for retailers, customers, brands, and shoppers. The success of our business relies on the success of all these constituents. When we help retailers succeed, orders and GTV on Instacart grow. We aim to continue to grow orders for our retail partners by expanding the breadth of services we offer to retailers, acquiring new customers, and increasing engagement and orders from our new and existing customers. We have 7.7 million monthly active orderers,79 a small fraction of the households in North America. Prior to 2021, we did not spend significantly on sales and marketing since the majority of our growth in our new customers was organic. Beginning in 2021, after we achieved meaningful improvement in unit economics, we began to significantly increase consumer marketing. We believe we have a significant opportunity to increase our brand awareness to fuel new customer acquisition.

 

79 

For the month ended June 30, 2023. The number of monthly active orderers may overstate the number of unique individuals, as one customer may register for, and use, multiple accounts. Fluctuations in the number of monthly active orderers are not necessarily indicative of changes in our financial performance.

 

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Our customer cohorts highlight the strong retention dynamics in our business and our proven ability to increase engagement with each cohort over time. Each cohort represents customers who placed their first order with us in a given year. As the chart below indicates, annual GTV for the 2017 to 2019 and 2021 customer cohorts have generally expanded year-over-year compared to annual GTV in the first year on Instacart. This means the annual GTV from customers we retained more than offsets GTV lost from customers who did not further transact with Instacart. For example, for the 2017 and 2018 cohorts, GTV tripled and nearly tripled, respectively, by Year 4, and the 2019 cohort more than doubled.