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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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MAPLEBEAR INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 22, 2026 at 9:30 a.m. Pacific Time

Dear Stockholder:

We are pleased to invite you to attend the 2026 annual meeting of stockholders (including any adjournments, continuations, or postponements, the “Annual Meeting”) of Maplebear Inc., a Delaware corporation (“Instacart”), to be held virtually on May 22, 2026 at 9:30 a.m. Pacific Time via a live webcast. You may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/CART2026 and logging in with the control number located on the Notice of Internet Availability of Proxy Materials you received. The virtual format of the Annual Meeting allows us to maximize stockholder access, while also saving time and money for both Instacart and our stockholders. Even with a virtual format, stockholders will still be able to vote and submit questions during the meeting, and we encourage you to attend online and participate.

The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying materials:

1.To elect two Class III directors of Instacart, Meredith Kopit Levien and Lily Sarafan, as nominated by our Board of Directors and recommended by our Nominating and Corporate Governance Committee, to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier death, resignation, or removal;

2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026;

3.To conduct a non-binding advisory vote to approve the compensation of our named executive officers; and

4.To conduct any other business properly brought before the Annual Meeting.

Our Board of Directors has fixed the close of business on April 1, 2026 as the record date for the Annual Meeting. Only stockholders of record at the close of business on April 1, 2026 and their proxy holders are entitled to vote at the Annual Meeting. A complete list of stockholders of record will be available for examination at our headquarters at 50 Beale Street, Suite 600, San Francisco, California 94105, upon request by emailing investors@instacart.com, by any stockholder for any purpose relating to the Annual Meeting, in accordance with our Amended and Restated Bylaws, for the ten-day period ending on the day before the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting, Proxy Statement, and Instacart’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available electronically at investors.instacart.com and www.ProxyVote.com. These proxy materials are first being made available to stockholders on April 9, 2026.

By Order of the Board of Directors

Chris Rogers
Chief Executive Officer and Chairperson

San Francisco, CA

April 9, 2026

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are voted during the Annual Meeting by signing and returning a proxy card or by using our internet or telephonic voting system. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that nominee.

TABLE OF CONTENTS


			Page
P RO XY STATEMENT SUMMARY			1
INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			7
Our Board of Directors			7
Committees of Our Board of Directors			17
Corporate Governance Policies and Practices			21
DIRECTOR COMPENSATION			22
Non-Employee Director Compensation			22
Director Compensation Table			24
PROPOSAL ONE: ELECTION OF DIRECTORS			25
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26
Principal Accountant Fees and Services			26
Pre-Approval Policies and Procedures			26
PROPOSAL THREE: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			28
AUDIT COMMITTEE REPORT			29
EXECUTIVE OFFICERS			30
EXECUTIVE COMPENSATION			31
Compensation Discussion and Analysis			31
Compensation Committee Report			46
Executive Compensation Tables			47
Potential Payments upon Termination or Change of Control			50
CEO Pay Ratio			52
Pay Versus Performance			53
EQUITY COMPENSATION PLAN INFORMATION			58
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			59
TRANSACTIONS WITH RELATED PERSONS			61
QUESTIONS AND ANSWERS			63
OTHER MATTERS			70

PROXY STATEMENT SUMMARY

General Information

Our Board of Directors is soliciting your proxy to vote at the 2026 annual meeting of stockholders (including any adjournments, continuations, or postponements, the “Annual Meeting”) of Maplebear Inc. for the purposes described in this proxy statement for the Annual Meeting (this “Proxy Statement”). The Annual Meeting will be held virtually via a live webcast on the internet on May 22, 2026 at 9:30 a.m. Pacific Time. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) is first being mailed on or about April 9, 2026 to all stockholders entitled to vote at the Annual Meeting. If you held shares of our common stock at the close of business on April 1, 2026 (the “Record Date”), you are invited to virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/CART2026 and vote on the proposals described in this Proxy Statement.

In this Proxy Statement, we refer to Maplebear Inc. as “Instacart,” “we,” “us,” “our,” or “the Company,” and to the Board of Directors of Instacart as “our Board of Directors.” The Annual Report accompanies this Proxy Statement. You also may obtain a paper copy of the Annual Report without charge by following the instructions in the Notice.

Executive Summary

At Instacart, we are powering the future of grocery through technology. We want to enable any retailer, large or small, to drive success both online and in-store and serve customers in all the ways they choose to shop. To do this, we have spent more than a decade investing in purpose-built technologies that can solve a wide array of complex challenges in grocery. We remain relentlessly focused on driving profitable growth and are investing in our talent, technologies, and products so that we can continue to generate more value for customers, retailers, brands, and shoppers and, as we do that, for stockholders as well.

Business Highlights

Financial Highlights

Fiscal Year 2025 Financial Performance


						GTV $37,224 million, up 11% year-over-year
						Orders 338.8 million, up 15% year-over-year
						Total Revenue $3,742 million, up 11% year-over-year, representing 10.1% of GTV
						GAAP Gross Profit $2,758 million, up 8% year-over-year, representing 7.4% of GTV and 74% of total revenue
						GAAP Net Income $447 million, representing 1.2% of GTV and 12% of total revenue, down 2% year-over-year, primarily due to higher general and administrative expense driven by non-recurring legal and regulatory matters
						Adjusted EBITDA $1,087 million, up 23% year-over-year, representing 2.9% of GTV and 29% of total revenue1

(1)To supplement our consolidated financial statements prepared and presented in accordance with GAAP, we use Adjusted EBITDA, a non-GAAP measure, to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes. For a full 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—Non-GAAP Financial Measures—Adjusted EBITDA, Adjusted EBITDA as a Percent of GTV, and Adjusted EBITDA Margin” of the Annual Report.

Recent Financial Performance Highlights

Corporate Governance Highlights

We strive to maintain the highest governance standards in our business. Our commitment to effective corporate governance is illustrated by the following practices:



									Independent board leadership through our Lead Independent Director
									All directors, other than our Chief Executive Officer, are independent
									Maintain fully independent Audit, Compensation, and Nominating and Governance Committees that meet at least quarterly
									Hold regular executive sessions of independent directors


									Maintain a well-balanced membership on our Board of Directors in terms of skills, experience, background, and tenure
									Conduct regular board refreshment (3 new independent directors have joined since our initial public offering, representing skills and experiences important to our business)


									Board and Compensation Committee oversight of management succession planning
									Comprehensive oversight of risk management, including oversight of artificial intelligence, enterprise risk management, and cybersecurity


									Limits on outside board and audit committee service
									Maintain stock ownership guidelines for directors and executive officers
									Prohibit hedging and pledging of stock by directors, executive officers, and employees


									Conduct annual director self-evaluation process, led by our Lead Independent Director
									Conduct annual review of committee charters and governance policies


									No multi-class voting structure (single class of common stock)
									Proactive engagement with stockholders to understand and respond to concerns

Read more about our corporate governance practices beginning on page 7.

Stockholder Engagement Highlights

We believe that effective corporate governance includes proactive outreach and constructive engagement with our stockholders to elicit feedback and insights on the topics most relevant and important to them. Feedback received from these engagements is then summarized and shared with our Board of Directors and applicable committees. This approach allows us to more fully understand and thoughtfully consider a broad range of perspectives and issues, including our governance structure and executive compensation. These engagements drive increased corporate accountability, improve decision-making, and ultimately assist in creating long-term stockholder value.

Below is a summary of our engagement with stockholders in 2025.

Reached out to 14 of our largest

institutional stockholders, representing over

47%

of our outstanding common stock

Met with 7 stockholders, representing over

19%

of our outstanding common stock

Ravi Gupta, our Lead Independent Director and Compensation Committee Chairperson, participated in a majority of these discussions

Our Chief People Officer, Chief Legal and Global Affairs Officer, and other senior members of our human resources, finance, and legal teams participated in these meetings

2024 compensation of our former CEO

Pay-for-performance alignment

Stock ownership guidelines

Management succession planning

Director skills and experience

Corporate governance practices

Plan to grant a meaningful portion of our CEO’s 2026 refresh equity award as performance-based RSUs that vest based on relative total shareholder return

Extend vesting period for future executive officer refresh RSU grants to three years

Enhanced disclosure of our compensation philosophy and objectives

Adopted and disclosed Stock Ownership Guidelines

Enhanced disclosure about our management succession planning process and oversight

Added detailed disclosure about director skills and experience

Read more about our stockholder engagement and responsiveness to the advisory vote on our fiscal year 2024 executive compensation beginning on page 3 4.

Executive Compensation Highlights

We operate in a highly competitive and rapidly evolving environment, and we expect competition to intensify. Our ability to recruit, incentivize, and retain the talent necessary to execute against our business objectives is a key contributor to our ability to compete and succeed in this environment. Our compensation philosophy is therefore designed to establish and maintain a compensation program that attracts, motivates, and rewards talented individuals

who possess the skills necessary to support our near-term objectives and create long-term value for our stockholders, expand our business, and assist in the achievement of our strategic goals. We generally target a compensation mix for our executive officers that is weighted heavily toward long-term equity incentive compensation opportunities to align the compensation of our executive officers with our performance and the interests of our stockholders.

Our Compensation Committee reviewed and assessed our compensation philosophy, taking into account the feedback provided by stockholders through the engagement described above, and together with the assistance of our independent compensation consultant and management, reviewed, evaluated, and approved the compensation arrangements of our executive officers. Recent highlights of our executive compensation program include:



			Our Compensation Committee oversees a robust management succession planning process through which a number of potential internal successors for the role of Chief Executive Officer were previously identified. This allowed our Board of Directors to efficiently evaluate these candidates and, ultimately, to select Chris Rogers to succeed Ms. Simo as our Chief Executive Officer given his deep understanding of our business, strong operational track record, leadership experience across multiple facets of Instacart’s growth, and his strategic vision for Instacart.


			The vast majority of executive compensation program consists of long-term equity incentive compensation. We recently transitioned to boxcar RSU awards for our executive officers, which begin vesting approximately two years after the grant date, contingent on continued service in an environment that demands and expects high performance. We believe this structure supports long-term retention of our executive officers by ensuring they always have a competitive amount of unvested equity ahead of them while creating a more predictable equity vesting profile. In order to ensure a successful transition and address gaps in equity vesting value created by moving to a boxcar structure, we granted transition RSU awards to our named executive officers to provide market competitive annual compensation opportunities during the transition period before the first vesting event of their initial boxcar RSU award. In response to stockholder feedback, we plan to implement a longer vesting schedule so that future boxcar RSU awards vest approximately three years after grant. In addition, we intend to grant a meaningful portion of our Chief Executive Officer’s 2026 refresh equity award as performance-based RSUs that vest based on relative total shareholder return.


			Our Compensation Committee will only consider modifying outstanding or future equity awards in extraordinary and unforeseen circumstances, taking into account stockholder interests.


			Adopted ownership guidelines that apply to our directors and executive officers.

Read more about our executive compensation program beginning on page 31.

INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board of Directors

The following table sets forth, for the Class III director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence, and position or office held with us as of April 1, 2026:


Name	Age	Independent(1)	Title	Current Term Expires	Expiration of Term for which Nominated
Class III Director Nominees
Meredith Kopit Levien	55		Director	2026	2029
Lily Sarafan	44		Director	2026	2029
Class I Directors
Victoria Dolan	66		Director	2027
Mary Beth Laughton	49		Director	2027
Josh Silverman	57		Director	2027
Class II Directors
Ravi Gupta	44		Lead Independent Director	2028
Chris Rogers	47		CEO and Chairperson	2028
Daniel Sundheim	49		Director	2028


(1)As defined in the listing standards of The Nasdaq Stock Market.

After providing several years of dedicated and valuable service, Michael Moritz’s term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Therefore, he is not represented above or in the sections below titled “—Director Skills and Experience” and “—Director Biographical Information.”

Director Skills and Experience

Our Nominating and Corporate Governance Committee and our Board of Directors are committed to ensuring that our directors collectively possess a balanced mix of skills and qualifications that enable effective oversight of our mission, values, and business priorities. Below are the skills and qualifications that our Board of Directors considers to be important to Instacart as we continue to execute on our mission and advance our strategic objectives. The following table does not encompass all types of experience or skills possessed by our directors.

Victoria Dolan

Ravi Gupta

Mary Beth Laughton

Meredith Kopit Levien

Chris Rogers

Lily Sarafan

Josh Silverman

Daniel Sundheim

Senior Leadership

Leadership experience on public company boards, as chief executive officer, and/or in other senior leadership roles.

Financial Expertise

Knowledge of financial markets, financing operations and accounting, and/or financial reporting processes.

Artificial Intelligence

Experience in the strategic application and risks of artificial intelligence.

Cybersecurity & Data Privacy

Experience in information security, data privacy protection, and risks associated with cybersecurity matters.

Growth & Business Transformation

Experience leading high-growth technology companies, optimizing fulfillment networks, scaling businesses internationally, and/or executing strategic transactions.

Enterprise Technology Experience

Expertise in enterprise technology for the retail industry.

Advertising, Sales & Marketing

Experience with marketing strategies, brand development, and/or advertising.

CPG Experience

Expertise in the consumer packaged goods industry.

Government, Policy & Regulatory

Experience navigating complex governmental and regulatory affairs relevant to our business.

Director Biographical Information

Set forth below is biographical information for the Class III director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our Board of Directors to recommend them for board service.

Nominees for Election at the Annual Meeting


			Meredith Kopit Levien CEO and President, The New York Times Company INDEPENDENT Director Since: October 2021 Committees: Audit, Compensation						Biography Since 2020, Ms. Kopit Levien has served as President and Chief Executive Officer of The New York Times Company, a media company, for which she previously served as Executive Vice President and Chief Operating Officer from 2017 to 2020, Executive Vice President and Chief Revenue Officer from 2015 to 2017, and Executive Vice President, Advertising from 2013 to 2015. Key Qualifications ● Extensive experience in the media and advertising industries ● Experience in the strategic application and risks of AI Other Public Company Directorships ● The New York Times Company Education ● B.A., University of Virginia


			Lily Sarafan Co-Founder and Executive Chair, TheKey INDEPENDENT Director Since: October 2021 Committees: Compensation, Nominating and Corporate Governance						Biography Since 2020, Ms. Sarafan has served as Executive Chair of TheKey LLC, a premium provider of in-home care, for which she previously served as Chief Executive Officer from when she co-founded the company in 2005 until 2020. Key Qualifications ● Extensive experience as a founder and executive ● Strong governance and leadership experience Other Public Company Directorships ● Serve Robotics, Inc. Education ● B.S. in Science, Technology, and Society, Stanford University ● M.S. in Management Science and Engineering, Stanford University

Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders


			Victoria Dolan Former CFO, Revlon INDEPENDENT Director Since: April 2024 Committees: Audit (Chairperson)						Biography Ms. Dolan served as Chief Financial Officer of Revlon, Inc., a personal care products company, from March 2018 to September 2022. From 2016 to 2018, Ms. Dolan served as Chief Transformation Officer of Colgate-Palmolive Company, a consumer products company, for which she also served as Corporate Controller and Principal Accounting Officer from 2011 to 2017 and as Vice President, Finance and Strategic Planning, European and South Pacific Division from 2008 to 2011. Before joining Colgate, Ms. Dolan held multiple management positions with Marriott International, Inc., a hospitality company, most recently as Executive Vice President and Chief Financial Officer of Marriott Vacation Club International, and The Coca-Cola Company, a beverage company. Ms. Dolan currently serves on the board of directors of Ideal Industries, Inc., an appliances, electrical, and electronics manufacturer. She previously served on the board of directors of Stericycle, Inc. from May 2023 until its acquisition by Waste Management, Inc. in November 2024. On June 15, 2022, Revlon, Inc. and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Key Qualifications ● Experience as a chief financial officer and a finance executive at large multinational companies ● Extensive senior executive experience at several consumer product companies Other Public Company Directorships ● Ranpak Holdings Corp. Education ● B.A. in Economics, University of California, Los Angeles ● M.B.A., Anderson School of Management at the University of California, Los Angeles


			Mary Beth Laughton CEO and President, REI INDEPENDENT Director Since: August 2024 Committees: Audit						Biography Since February 2025, Ms. Laughton has served as President of Recreational Equipment, Inc. (REI), an outdoor gear and apparel company, and since March 2025, she has also served as Chief Executive Officer and a member of the board of directors of REI. From August 2023 to January 2025, Ms. Laughton served as the Head of Nike Global Direct to Consumer at Nike, Inc., an athletic apparel and footwear company. From October 2019 to March 2023, Ms. Laughton served as President and Chief Executive Officer of Athleta LLC, a women’s activewear brand owned by Gap Inc. From 2012 to 2019, Ms. Laughton served in various roles at Sephora USA Inc., a personal care and beauty product retailer, including most recently as Executive Vice President of Omnichannel Retail. Before joining Sephora, Ms. Laughton held a variety of strategy, merchandising, and e-commerce roles at Nike. Key Qualifications ● Extensive experience leading high profile consumer brands ● Detailed knowledge regarding complex financial reporting matters Education ● B.S. in Accounting and Finance, Indiana University ● M.B.A., Harvard Business School


			Josh Silverman Executive Chair and Former CEO, Etsy INDEPENDENT Director Since: August 2025 Committees (Incoming): Nominating and Corporate Governance (Chairperson)						Biography Since January 2026, Mr. Silverman has served as Executive Chair of Etsy, Inc., a consumer goods marketplace provider for independent sellers, for which he previously served as President and Chief Executive Officer from May 2017 to December 2025. Prior to that, Mr. Silverman served as Executive in Residence for Greylock Partners, a venture capital firm, from 2015 to 2017. He also previously held this position from 2010 through 2011. From 2011 to 2015, Mr. Silverman served as President of Consumer Products and Services at American Express. Prior to joining American Express, Mr. Silverman served as Chief Executive Officer of Skype from 2008 until 2010. From 2006 until 2008, Mr. Silverman served as Chief Executive Officer of Shopping.com, an eBay company, and, prior to that, served in various executive roles at eBay. Mr. Silverman is the co-founder of Evite, Inc., and served as its Chief Executive Officer from 1998 until its sale in 2001. Key Qualifications ● Extensive experience leading marketplace and technology companies ● Experience in data privacy and cybersecurity Other Public Company Directorships ● Etsy, Inc. ● Shake Shack Inc. Education ● B.A. in Public Policy, Brown University ● M.B.A., Stanford University Graduate School of Business

Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders


			Ravi Gupta Co-CEO, Ithaca Holdco Partner, Sequoia Capital LEAD INDEPENDENT DIRECTOR Director Since: September 2023 Committees: Compensation (Chairperson), Nominating and Corporate Governance						Biography Since December 2025, Mr. Gupta has served as Co-Chief Executive Officer and a member of the board of directors of Ithaca Holdco, Inc., a private technology company that he co-founded. Mr. Gupta has also served as a Partner at Sequoia Capital, a venture capital firm, since November 2019. From 2015 to 2019, Mr. Gupta served as our Chief Financial Officer, and from 2016 to 2019, Mr. Gupta also served as our Chief Operating Officer. From 2005 to 2015, Mr. Gupta served in a number of roles at Kohlberg Kravis Roberts & Co. L.P., a global investment firm, most recently as a director. Mr. Gupta currently serves on the boards of directors of a number of private companies. Key Qualifications ● Extensive financial and business expertise ● Experience as an executive or director at high-growth technology companies Education ● B.S., Duke University


			Chris Rogers CEO, Instacart CHAIRPERSON Director Since: August 2025						Biography Mr. Rogers has served as our President, Chief Executive Officer, and a member of our Board of Directors since August 2025 and as Chairperson of our Board of Directors since November 2025. He previously served as our Chief Business Officer from September 2022 to August 2025 and our Vice President, Global Retail from July 2019 to September 2022. From 2008 to 2019, Mr. Rogers served in a number of sales and business roles of increasing responsibility at Apple Inc., a consumer electronics, software, and services company, including most recently as Managing Director, Apple Canada from 2018 to 2019. Mr. Rogers started his career in various account management roles at The Procter & Gamble Company, a consumer goods company. Key Qualifications ● Business and management expertise spanning consumer goods, technology, retail, and media ● Extensive experience as a senior executive at major technology companies Education ● Bachelor of Business Administration, Wilfrid Laurier University


			Daniel Sundheim Founder and Chief Investment Officer, D1 Capital Partners INDEPENDENT Director Since: June 2020 Committees: Compensation						Biography Since 2018, Mr. Sundheim has served as the Founder and Chief Investment Officer of D1 Capital Partners L.P., an investment management firm. From 2002 to 2017, Mr. Sundheim served in various capacities at Viking Global Investors, an investment management firm, including as an analyst from 2002 to 2005, a portfolio manager from 2005 to 2010, Co-Chief Investment Officer from 2010 to 2014, and Chief Investment Officer from 2014 to 2017. Key Qualifications ● Extensive financial and business expertise ● Extensive investment and capital allocation experience Education ● B.S. in Economics, Wharton School of the University of Pennsylvania

Independence of our Board of Directors

Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under the listing standards of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the listing standards of Nasdaq, a director will only qualify as an “independent director” if the listed company’s board of directors affirmatively determines that the director does not have a relationship that, in the opinion of the listed company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the listing standards of Nasdaq. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of Nasdaq.

Our Board of Directors has undertaken a review of the independence of each director and director nominee. Based on information provided by each director concerning their background, employment, and affiliations, our Board of Directors has affirmatively determined that each of Victoria Dolan, Ravi Gupta, Mary Beth Laughton, Meredith Kopit Levien, Michael Moritz, Lily Sarafan, Josh Silverman, and Daniel Sundheim is “independent” as that term is defined under the listing standards of Nasdaq. In making these affirmative determinations, our Board of Directors considered the current and prior relationships that each director has with Instacart and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the transactions involving them described in the section titled “Transactions with Related Persons.”

Board Leadership

Our Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board of Directors and makes such recommendations to our Board of Directors as our Nominating and Corporate Governance Committee deems appropriate. Our Corporate Governance Guidelines also provide that, when our Board of Directors does not have an independent chairperson, the independent members of our Board of Directors will designate a “Lead Independent Director.”

Fidji Simo served as Chairperson during her time as our Chief Executive Officer and continued in such role after her resignation as Chief Executive Officer on August 15, 2025 in order to ensure a successful transition for Chris Rogers, our newly appointed Chief Executive Officer. On November 24, 2025, Ms. Simo resigned from our Board of Directors, and Mr. Rogers was appointed to succeed Ms. Simo as Chairperson. Currently, our Board of Directors believes that it is in the best interests of Instacart and our stockholders for Mr. Rogers to serve as both Chief Executive Officer and Chairperson given his knowledge of our company and industry and his strategic vision. Because we do not have an independent chairperson, our Board of Directors has appointed a Lead Independent Director. Lily Sarafan served as our Lead Independent Director through August 2025, when our Board of Directors appointed Ravi Gupta to succeed her as Lead Independent Director. Our Lead Independent Director provides leadership to our Board of Directors if circumstances arise in which the role of Chief Executive Officer and Chairperson of our Board of Directors may be, or may be perceived to be, in conflict, and performs such additional duties as our Board of Directors may otherwise determine and delegate, including presiding over periodic meetings of our independent directors and coordinating activities of independent directors. Our Lead Independent Director also presides over the annual performance evaluation of the members of our Board of Directors and serves as a liaison between our Chief Executive Officer and Chairperson and the independent directors. Our Board of Directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our Board of Directors, and sound corporate governance policies and practices.

Role of our Board of Directors in Risk Oversight

Our Board of Directors oversees our risk management processes, which are designed to support the achievement of organizational objectives, improve long-term organizational performance, and enhance stockholder value while mitigating and managing identified risks. A fundamental part of our approach to risk management is not

only understanding the most significant risks we face as a company and the necessary steps to manage those risks, but also deciding what level of risk is appropriate. Our Board of Directors and its committees play an integral role in guiding management’s risk tolerance and determining an appropriate level of risk. At periodic meetings of our Board of Directors and its committees, management reports to and seeks guidance with respect to the most significant risks that could affect our business, including strategic, operational, competitive, macroeconomic, financial, legal, regulatory, cybersecurity, privacy, and artificial intelligence (“AI”) risks.

While our full Board of Directors has overall responsibility for evaluating key business risks, its committees monitor and report to our Board of Directors on certain risks while management is responsible for the day-to-day oversight and management of certain risks. Our Audit Committee reviews and oversees guidelines, internal controls, and policies that govern our risk assessment and risk management program. Our Audit Committee also monitors our major financial, accounting, legal, compliance, investment, tax, cybersecurity, data privacy, fraud, and AI risks, as well as the steps our management has taken to identify and control these exposures. In addition, among other matters, management provides our Audit Committee with periodic reports on our compliance programs and investment policy and practices. We have implemented controls and procedures for our management to quickly escalate violations or breaches of our compliance programs, policies, and practices, as well as cybersecurity, privacy, and other risks, to our Board of Directors or an applicable committee. Our Compensation Committee assesses and monitors whether our compensation policies and practices have the potential to encourage excessive risk-taking, evaluates policies and practices that could mitigate such risks, and plans for leadership succession. Our Nominating and Corporate Governance Committee oversees risks associated with director independence and the composition and organization of our Board of Directors, periodically reviews our Corporate Governance Guidelines and Code of Business Conduct and Ethics, and provides general oversight of our other corporate governance policies and practices.

In connection with its reviews of the operations of our business, our full Board of Directors oversees the primary risks associated with our business, as well as the key risk areas monitored by its committees, including cybersecurity, AI, and privacy risks. Our Board of Directors appreciates the evolving nature of our business and industry and oversees the monitoring and mitigation of new threats and risks as they emerge.

Cybersecurity

In particular, our Board of Directors is committed to the prevention, timely detection, and mitigation of the effects of cybersecurity threats or incidents. Our Audit Committee oversees management’s design, implementation, and enforcement of our cybersecurity risk management program, which is integrated with our overall enterprise risk management program, and reports on these topics to our Board of Directors, while management has overall responsibility for identifying, assessing, and managing these material risks. Our Audit Committee receives periodic reports from our Chief Information Security Officer regarding key cybersecurity risks we face, our cybersecurity risk management program, significant cybersecurity incidents involving us or our third-party service providers, the progress of ongoing initiatives, and the effectiveness of internal control and compliance mechanisms. Our Audit Committee, in turn, briefs our Board of Directors on its cybersecurity oversight activities as appropriate or necessary.

Artificial Intelligence

Our Board of Directors regularly receives reports from management and conducts in-depth discussions regarding strategic risks and opportunities related to AI, including updates on market and technology developments, the development and deployment of our AI tools, responsible AI initiatives, the competitive landscape, regulatory trends, and the integration of AI into our strategic plans and enterprise risk management program. In particular, our Audit Committee reviews and discusses with management the risks related to our use of AI and policies adopted with respect to the use of AI, and periodically reports to our Board of Directors regarding the steps we have taken to monitor and mitigate AI-related risks.

In addition, we have multiple internal committees and teams that guide overall strategy and policy with respect to our use of AI, including a management-level AI executive committee led by our Chief Technology Officer

and Chief Legal and Global Affairs Officer. These committees are responsible for (i) setting principles for AI usage, (ii) advising stakeholders on the implementation of our AI usage principles, (iii) informing management and other stakeholders of AI-related legislative and regulatory changes, and (iv) advising on compliance with laws, regulations, and industry standards. Our enterprise risk management program also incorporates an evaluation of our key AI risks as well as our development of strategies to mitigate such risks.

Management Succession Planning

Our Compensation Committee oversees our management succession planning with the goal of having a long-term and continuing plan for effective senior leadership. In this role, our Compensation Committee periodically reviews succession plans for our Chief Executive Officer and other senior leadership roles, including an evaluation of the skills they believe are needed for each role, leadership development plans, potential successors in the short and long-term, and any external search plans.

As previously disclosed, on May 7, 2025, Fidji Simo announced her resignation as our Chief Executive Officer. Following this, our Board of Directors, informed by our robust management succession planning process, interviewed and evaluated the internal candidates previously identified as potential successors to the role of Chief Executive Officer. As a result of this extensive process, our Board of Directors selected Chris Rogers to succeed Ms. Simo as our Chief Executive Officer based on factors such as his deep understanding of our business, strong operational track record, and leadership experience across multiple facets of Instacart’s growth, as well as his strategic vision for Instacart.

Board of Directors and Committee Meetings

Our Board of Directors is responsible for the oversight of management and the strategy of Instacart and for establishing corporate policies. Our Board of Directors meets periodically during the year to review significant developments affecting Instacart and to act on matters requiring the approval of our Board of Directors. Our Board of Directors met six times during our last fiscal year. Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our Audit Committee met five times during our last fiscal year. Our Compensation Committee met four times during our last fiscal year. Our Nominating and Corporate Governance Committee met three times during our last fiscal year. During our last fiscal year, each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which they had been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which they served during the periods that they served. We encourage our directors to attend our annual meeting of stockholders. All of our current directors who were serving at the time of our 2025 annual meeting of stockholders attended such meeting.

Nomination to Our Board of Directors

Candidates for nomination to our Board of Directors are selected by our Board of Directors based on the recommendation of our Nominating and Corporate Governance Committee in accordance with our Nominating and Corporate Governance Committee’s charter, our policies, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, our Corporate Governance Guidelines, and the requirements of applicable law. In recommending candidates for nomination, our Nominating and Corporate Governance Committee considers candidates recommended by directors, officers, and employees, as well as candidates that are properly submitted by stockholders in accordance with our policies and Amended and Restated Bylaws, using the same criteria to evaluate all such candidates.

A stockholder that wishes to recommend a candidate for election to our Board of Directors may send a letter directed to our Secretary at 50 Beale Street, Suite 600, San Francisco, California 94105. The letter must include the candidate’s name, age, business address and residence address, detailed biographical data and relevant qualifications, including the principal occupation or employment of such nominee, the class or series and number of shares of each class or series of capital stock of Instacart that are owned of record and beneficially by such nominee and list of any pledge of or encumbrances on such shares, the date or dates on which such shares were acquired and

the investment intent of such acquisition, a signed letter from the nominee confirming willingness to serve, information regarding any relationships between the nominee and Instacart, the questionnaire, representation, and agreement required by Section 3.2(e) of our Amended and Restated Bylaws, completed and signed by such nominee, and all other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest.

Stockholders also have the right under our Amended and Restated Bylaws to directly nominate director candidates, without any action or recommendation on the part of our Nominating and Corporate Governance Committee or our Board of Directors. Information regarding the process and required information to properly and timely submit stockholder nominations for candidates for membership on our Board of Directors is set forth in our Amended and Restated Bylaws and in this Proxy Statement in the section titled “Questions and Answers—When are stockholder proposals due for next year’s annual meeting?”

Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, our Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Director Qualifications

In addition to the qualifications, qualities, and skills that are necessary to meet U.S. state and federal legal, regulatory, and Nasdaq listing requirements, as well as the provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Corporate Governance Guidelines, and Nominating and Corporate Governance Committee Charter, our Nominating and Corporate Governance Committee will consider the following minimum qualifications in considering any individual recommended or offered for nomination to our Board of Directors: (i) high personal and professional ethics and integrity; (ii) proven achievement and competence in the nominee’s field and ability to exercise sound business judgment; (iii) skills that are complementary to those of our existing Board of Directors; (iv) the ability to assist and support management and make significant contributions to Instacart’s success; and (v) an understanding of the fiduciary responsibilities that are required of a member of our Board of Directors and the commitment of time and energy necessary to diligently carry out those responsibilities.

In its evaluation of nominees, our Nominating and Corporate Governance Committee will also take into consideration other factors, such as the current size and composition of our Board of Directors and the needs of our Board of Directors and its committees, as well as such factors as personal and professional experience and background, independence, area of expertise, potential conflicts of interest, other commitments, and the like.

Our Nominating and Corporate Governance Committee believes that having diverse personal and professional experiences and backgrounds represented on our Board of Directors provides a variety of perspectives, improves the quality of dialogue, and contributes to a more balanced and effective decision-making process. Of our current Board of Directors, 44% identify as women and 22% identify as an underrepresented minority.

Director Commitments

As set forth in our Corporate Governance Guidelines, each director must ensure that other existing and anticipated future commitments do not create a conflict of interest or otherwise materially interfere with their service on our Board of Directors. In addition, directors are advised to notify our Nominating and Corporate Governance Committee prior to accepting invitations to join the board of directors of any other public company. To help ensure our directors, including our Chief Executive Officer, are able to devote sufficient time to carry out their duties and responsibilities effectively, our Corporate Governance Guidelines provide that no director should serve on more than four additional public company boards without the approval of our Board of Directors, and our Chief Executive Officer shall not serve on more than one additional public company board without the approval of our Board of Directors. All current directors, including our Chief Executive Officer, are in compliance with these service limits.

Committees of Our Board of Directors

The composition and responsibilities of each standing committee of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. Our Board of Directors may establish other committees as it deems necessary or appropriate from time to time.

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Victoria Dolan

Ravi Gupta

Mary Beth Laughton(1)

Meredith Kopit Levien

Michael Moritz(1)(2)

Lily Sarafan

Josh Silverman(2)

Daniel Sundheim

Committee Chairperson

Committee Member.

(1)Mr. Moritz served as a member of our Audit Committee until August 2025, at which time Ms. Laughton was appointed to succeed Mr. Moritz as a member of our Audit Committee.

(2)Mr. Moritz’s term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Effective as of the date of the Annual Meeting, Mr. Silverman will replace Mr. Moritz as Chairperson of our Nominating and Corporate Governance Committee.


Our Audit Committee
Members
●Victoria Dolan (Chairperson)	●Mary Beth Laughton	●Meredith Kopit Levien
Qualifications
★The Chairperson of our Audit Committee is Victoria Dolan. ★Our Board of Directors has determined that each member of our Audit Committee satisfies the independence requirements under the listing standards of Nasdaq and Rule 10A-3(b)(1) of the Exchange Act. ★Our Board of Directors has determined that each of Ms. Dolan and Ms. Laughton is “financially sophisticated” under the listing standards of Nasdaq and an “audit committee financial expert” within the meaning of the regulations of the Securities and Exchange Commission (the “SEC”). ★Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their employment. ★Members of our Audit Committee may not serve on the audit committee of more than two other public companies without approval from our Board of Directors.
Primary Purpose
The primary purpose of our Audit Committee is to discharge the responsibilities of our Board of Directors with respect to our corporate accounting and financial reporting processes, systems of internal control, and financial statement audits and to oversee our independent registered public accounting firm.
Principal Responsibilities
Specific responsibilities of our Audit Committee include: ●helping our Board of Directors oversee our corporate accounting and financial reporting processes; ●managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting, when required; ●discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, our interim and year end results of operations; ●developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; ●reviewing related party transactions; ●overseeing the performance of our internal audit and internal controls functions; ●approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm; ●preparing the audit committee report that the SEC requires in our annual proxy statement; ●determining guidelines and policies with respect to risk assessment and risk management; and ●reviewing legal and regulatory compliance matters, including risks related to data privacy, information security, our use of AI, and cybersecurity.
Charter		Audit Committee Report
Our Audit Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq and is available to our stockholders at investors.instacart.com.		The audit committee report is located in the section titled “Audit Committee Report.”


Our Compensation Committee
Members
●Ravi Gupta (Chairperson)	●Meredith Kopit Levien	●Lily Sarafan	●Daniel Sundheim
Qualifications
★The Chairperson of our Compensation Committee is Ravi Gupta. ★Our Board of Directors has determined that each member of our Compensation Committee is independent under the listing standards of Nasdaq. ★Our Compensation Committee has a compensation subcommittee, consisting of Ravi Gupta, Lily Sarafan, and Daniel Sundheim, to which our Compensation Committee has delegated the responsibility for approving transactions between us and our officers and directors that are within the scope of Rule 16b-3 of the Exchange Act. Each of Ravi Gupta, Lily Sarafan, and Daniel Sundheim is a “non-employee director” as defined in Rule 16b-3 of the Exchange Act.
Primary Purpose
The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board of Directors in overseeing our compensation policies, plans, and programs, and to review and determine the compensation to be paid to our executive officers, directors, and other senior management, as appropriate.
Principal Responsibilities
Specific responsibilities of our Compensation Committee include: ●reviewing and approving (or recommending to our Board of Directors) the compensation of our Chief Executive Officer and other executive officers; ●reviewing and approving (or recommending to our Board of Directors) the compensation of our directors; ●administering our equity incentive plans and other benefit programs; ●reviewing, adopting, amending, and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management; ●reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy for our executive officers and directors; ●overseeing compliance with our clawback policy and stock ownership guidelines; ●reviewing matters relating to human capital management; and ●reviewing succession planning for our executive leadership team.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 2025, our Compensation Committee consisted of Ravi Gupta, Meredith Kopit Levien, Lily Sarafan, and Daniel Sundheim. None of the members of our Compensation Committee is currently or has been at any time one of our officers or employees, except for Ravi Gupta, who served as our Chief Financial Officer from 2015 to 2019, and as our Chief Operating Officer from 2016 to 2019. None of our executive officers currently serves, or has served during the last fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or our Compensation Committee. See the section titled “Transactions with Related Persons” for information about related party transactions involving certain members of our Compensation Committee or their affiliates.


Processes and Procedures for Compensation Decisions
Our Compensation Committee is primarily responsible for establishing and reviewing our overall compensation strategy. See the section titled “Executive Compensation—Compensation Discussion and Analysis—How We Determine Executive Compensation” for information about our processes and procedures for compensation decisions.
Charter						Compensation Committee Report
Our Compensation Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq and is available to our stockholders at investors.instacart.com.						The compensation committee report is located in the section titled “Executive Compensation—Compensation Committee Report.”


Our Nominating and Corporate Governance Committee
Members
●Michael Moritz (Chairperson)	●Ravi Gupta	●Lily Sarafan	●Josh Silverman (Incoming Chairperson)
Qualifications
★The Chairperson of our Nominating and Corporate Governance Committee is Michael Moritz. Mr. Moritz’s term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Effective as of the date of the Annual Meeting, Mr. Silverman will replace Mr. Moritz as Chairperson of our Nominating and Corporate Governance Committee. ★Our Board of Directors has determined that each member of our Nominating and Corporate Governance Committee is independent under the listing standards of Nasdaq.
Principal Responsibilities
Specific responsibilities of our Nominating and Corporate Governance Committee include: ●identifying and evaluating candidates, including the nomination of incumbent directors for re-election and nominees recommended by stockholders, to serve on our Board of Directors; ●considering and making recommendations to our Board of Directors regarding the composition and chairpersonship of the committees of our Board of Directors; ●developing and making recommendations to our Board of Directors regarding corporate governance guidelines and matters; ●reviewing and considering environmental, social responsibility, and sustainability matters; and ●overseeing annual evaluations of our Board of Directors’ performance, including committees of our Board of Directors.
Charter
Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq and is available to our stockholders at investors.instacart.com.

Corporate Governance Policies and Practices

Stockholder Communications with our Board of Directors

Stockholders who wish to communicate with our non-management directors may send messages to our Secretary at 50 Beale Street, Suite 600, San Francisco, California 94105. In accordance with our Corporate Governance Guidelines, our Legal Department, in consultation with appropriate directors as necessary, will review all incoming stockholder communications. If appropriate, our Legal Department will route such communications to the appropriate director(s), the Chairperson of our Nominating and Corporate Governance Committee, or our Lead Independent Director.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines to ensure that our Board of Directors has the necessary practices in place to review and evaluate Instacart’s business operations and make decisions that are independent of our management. The Corporate Governance Guidelines set forth the practices our Board of Directors intends to follow with respect to, among other things, board composition and selection, board leadership, board meetings, board qualifications, board committees, Chief Executive Officer evaluation and succession planning, stockholder communications with directors, and director education. The Corporate Governance Guidelines also establish policies and limitations on outside commitments by our directors, as described above in the section titled “—Our Board of Directors—Director Commitments.” The Corporate Governance Guidelines are posted on our investor relations website at investors.instacart.com.

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics that is applicable to all our employees, officers, directors, and contractors, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is available on our investor relations website at investors.instacart.com. We intend to disclose any substantive amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements granted to any director or executive officer, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, on our website as set forth above, if required by applicable law or the listing standards of Nasdaq.

Insider Trading Policy

We have adopted an Insider Trading Policy, as well as other procedures governing the purchase, sale, and/or other dispositions of our securities by our employees, officers, directors, and other covered persons. We also follow such procedures, as applicable, as well as applicable laws, rules, and regulations, when engaging in transactions in our securities, including repurchases of our securities. We believe our policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Annual Report.

Prohibition on Hedging and Pledging

Our Insider Trading Policy prohibits our employees, officers, directors, and other covered persons from engaging in inherently speculative transactions, including short sales and transactions in put options, call options, or other derivative securities, hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, and pledging transactions, including securities held in margin accounts and otherwise pledged as collateral for a loan.

DIRECTOR COMPENSATION

Non-Employee Director Compensation

We have adopted a Non-employee Director Compensation Policy, pursuant to which each member of our Board of Directors who is not also serving as an employee of or consultant to Instacart or any of its subsidiaries receives the compensation described below. This policy may be amended or waived at any time in the sole discretion of our Board of Directors or our Compensation Committee.

Annual Cash Compensation

Each non-employee director is entitled to receive the following cash compensation for services on our Board of Directors and its committees:

●$50,000 annual cash retainer for service as a member of our Board of Directors;

●$30,000 annual cash retainer for service as Independent Chairperson or Lead Independent Director;

●$15,000 annual cash retainer for service as a member of our Audit Committee and $25,000 annual cash retainer for service as Chairperson of our Audit Committee (in lieu of the committee member service retainer);

●$10,000 annual cash retainer for service as a member of our Compensation Committee and $20,000 annual cash retainer for service as Chairperson of our Compensation Committee (in lieu of the committee member service retainer); and

●$7,500 annual cash retainer for service as a member of our Nominating and Corporate Governance Committee and $15,000 annual cash retainer for service as Chairperson of our Nominating and Corporate Governance Committee (in lieu of the committee member service retainer).

The annual cash compensation amounts are payable in equal quarterly installments, in arrears on or promptly following the last day of each fiscal quarter in which the service occurred, pro-rated for any partial quarter of service (based on days served in the applicable quarter).

Initial RSU Grant

Each non-employee director appointed to our Board of Directors will automatically, on the date of such non-employee director’s initial election or appointment to our Board of Directors, be granted restricted stock units (“RSUs”) with an aggregate grant date fair value of $250,000 (the “Initial RSU Grant”). Each Initial RSU Grant will vest in equal annual installments over a three-year period, such that the Initial RSU Grant is fully vested on the third anniversary of the initial appointment date, subject to the non-employee director’s Continuous Service (as defined in the 2023 Equity Incentive Plan (the “2023 Plan”)) through each applicable vesting date.

Annual RSU Grant

On the date of each annual meeting of stockholders, unless waived by such director, each non-employee director will automatically be granted RSUs with an aggregate grant date fair value of $250,000 (the “Annual RSU Grant”). The Annual RSU Grant will vest in full on the earlier of (i) the date of the following year’s annual meeting of stockholders (or the date immediately prior if the non-employee director’s service as a director ends at such annual meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of the annual meeting of stockholders at which the Annual RSU Grant was made, in each case, subject to the non-employee director’s Continuous Service (as defined in the 2023 Plan) through such vesting date.

Pro-Rated Annual Grant

Each non-employee director who is first elected or appointed to our Board of Directors on a date other than the date of an annual meeting of stockholders, will automatically upon such director’s initial election or appointment and in lieu of the Annual RSU Grant, be granted RSUs with an aggregate grant date fair value equal to (i) $250,000 multiplied by (ii) the fraction obtained by dividing (A) the number of days between the date such person is elected or appointed and the first anniversary of the most recent annual meeting of stockholders by (B) 365 (the “Pro-rated Annual Grant”). The Pro-rated Annual Grant will vest on the earlier of (i) the one-year anniversary of the initial election or appointment date or (ii) the day prior to the date of the annual meeting of stockholders following the initial election or appointment date, in each case, subject to the non-employee director’s Continuous Service (as defined in the 2023 Plan) through such vesting date.

Acceleration

Each Initial RSU Grant, Annual RSU Grant, and Pro-rated Annual Grant (if applicable) will vest in full upon a Change in Control (as defined in the 2023 Plan), subject to the non-employee director’s Continuous Service (as defined in the 2023 Plan) through the date of such Change in Control.

Expenses

We reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in meetings of our Board of Directors and its committees.

Compensation Limit

The aggregate cash compensation and equity compensation that each non-employee director is eligible to receive is subject to the limits set forth in Section 3(d) of the 2023 Plan.

Director Compensation Table

The following table sets forth information regarding compensation earned by or paid to our directors for the year ended December 31, 2025 for service as directors, other than Chris Rogers, our Chief Executive Officer, who is also a member of our Board of Directors but did not receive any additional compensation for service as a director, and Fidji Simo, our former Chief Executive Officer, who received compensation for service as a director following her resignation as Chief Executive Officer on August 15, 2025. The compensation for Mr. Rogers and Ms. Simo (as named executive officers) and for Ms. Simo (as a director) is set forth below under “Executive Compensation—Executive Compensation Tables—Summary Compensation Table.”


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(5)	Total ($)
Victoria Dolan	75,000	290,645	365,645
Ravi Gupta	88,832	290,645	379,477
Mary Beth Laughton	55,666	290,645	346,311
Meredith Kopit Levien	75,000	290,645	365,645
Michael Moritz(2)	74,334	290,645	364,979
Lily Sarafan	86,168	290,645	376,813
Josh Silverman(3)	18,886	403,185	422,071
Dan Sundheim	60,000	290,645	350,645
Frank Slootman(4)	19,643	—	19,643


(1)Aggregate grant date fair values are computed in accordance with ASC Topic 718. See Notes 2 and 12 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our directors. (2)Mr. Moritz’s term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. (3)Mr. Silverman was appointed to our Board of Directors on August 15, 2025. (4)Mr. Slootman retired from, and did not stand for re-election to, our Board of Directors when his term expired on May 22, 2025, the date of our 2025 annual meeting of stockholders. (5)The following table sets forth the aggregate number of shares underlying unvested stock awards held by our directors, other than Mr. Rogers and Ms. Simo, as of December 31, 2025:


Name						Number of Shares Underlying Unvested RSUs (#)
Victoria Dolan						10,839
Ravi Gupta						8,958
Mary Beth Laughton						11,022
Meredith Kopit Levien						6,180
Michael Moritz						6,180
Lily Sarafan						6,180
Josh Silverman						9,180
Dan Sundheim						6,180
Frank Slootman						—

PROPOSAL ONE:
ELECTION OF DIRECTORS

Our Board of Directors currently consists of nine members and is divided into three classes. Each class consists of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal.

Our directors are divided into the three classes as follows:

●the Class III directors are Meredith Kopit Levien, Michael Moritz, and Lily Sarafan, whose terms will expire at the Annual Meeting;

●the Class I directors are Victoria Dolan, Mary Beth Laughton, and Josh Silverman, whose terms will expire at the annual meeting of stockholders to be held in 2027; and

●the Class II directors are Ravi Gupta, Chris Rogers, and Daniel Sundheim, whose terms will expire at the annual meeting of stockholders to be held in 2028;

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Any vacancies on our Board of Directors resulting from death, resignation, disqualification, removal, or other causes, and any newly created directorships resulting from any increase in the number of directors, shall be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum of our Board of Directors, or by a sole remaining director, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified or such director’s earlier death, resignation, or removal. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Instacart.

Ms. Kopit Levien and Ms. Sarafan are currently members of our Board of Directors, and, at the recommendation of our Nominating and Corporate Governance Committee, have been nominated for re-election to serve as Class III directors. Each of these nominees has agreed to stand for re-election at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2029 and until their successor has been duly elected and qualified, or until the nominee’s earlier death, resignation, or removal. Each of these nominees has indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which our Board of Directors does not expect to occur), proxies may be voted by the proxyholders in accordance with the recommendation of our Board of Directors.

Mr. Moritz’s term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Accordingly, the size of our Board of Directors will be automatically reduced from nine directors to eight directors at the conclusion of the Annual Meeting.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF MEREDITH KOPIT LEVIEN AND LILY SARAFAN AS CLASS III DIRECTOR NOMINEES.

PROPOSAL TWO:
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2026, and has further directed that management submit the appointment of PwC as our independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. PwC has served as our independent registered public accounting firm since 2017. Representatives of PwC are expected to be present during the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Amended and Restated Bylaws nor other governing documents or law require stockholder ratification of the appointment of PwC as our independent registered public accounting firm. However, our Audit Committee is submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate governance. If our stockholders fail to ratify the appointment, our Audit Committee will review its future appointment of PwC as our independent registered public accounting firm. Even if the appointment is ratified, our Audit Committee may, in its sole discretion, direct the appointment of different independent auditors at any time during the fiscal year if it determines that such a change would be in the best interests of Instacart and its stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us by PwC for the periods set forth below.


	Year Ended December 31,
	2025		2024
	(in thousands)
Audit Fees(1)	$	9,259	$	9,742
Audit-Related Fees(2)		—		—
Tax Fees(3)		59		217
All Other Fees(4)		2		2
Total Fees	$	9,320	$	9,961


(1)Consists of fees incurred for professional services rendered in connection with the audit of our annual consolidated financial statements, reviews of our quarterly consolidated financial statements, and audit services in connection with other regulatory or statutory filings. This category also includes fees in connection with accounting consultations and audit services incurred in connection with nonrecurring transactions. (2)Consists of fees incurred for assurance and related services that were reasonably related to the performance of the audit or review of our consolidated financial statements and which were not reported above under “Audit Fees.” (3)Consists of fees incurred for professional services for tax planning, tax consulting, and tax compliance services. (4)Consists of fees incurred for permitted products and services other than those that meet the criteria above.

Pre-Approval Policies and Procedures

Our Audit Committee approves all audit and non-audit related services that our independent registered public accounting firm provides to us in accordance with our Audit and Non-Audit Services Pre-Approval Policy. Pursuant to such policy, pre-approval may be given by our Audit Committee or the Chairperson thereof in connection with approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service.

All of the services relating to the fees described in the table above were pre-approved by our Audit Committee in accordance with our Audit and Non-Audit Services Pre-Approval Policy.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL THREE:
NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, not less frequently than once every three years, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. We currently intend to hold such votes annually. Accordingly, this proposal is being presented at the Annual Meeting. As described in detail under the section titled “Executive Compensation—Compensation Discussion and Analysis,” we seek to closely align the interests of our named executive officers with the interests of our stockholders.

Our compensation programs are designed to effectively align our executives’ interests with the interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.

Stockholders are urged to read the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis” in this Proxy Statement, which discusses how our executive compensation policies and practices implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our Board of Directors and our Compensation Committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.

The text of the resolution in respect of Proposal Three is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and any related narrative discussion, is hereby APPROVED.”

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as disclosed in this Proxy Statement, in accordance with the compensation disclosure rules of the SEC.

The vote is advisory, which means that the vote is not binding on us, our Board of Directors, or any of its designated committees. To the extent there is any significant vote against the compensation of our named executive officers, as disclosed in this Proxy Statement, our Compensation Committee will evaluate whether any actions are necessary to address the concerns of our stockholders.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025 with management of Maplebear Inc. (the “Company”). The Audit Committee has discussed with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (the “SEC”). The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

Respectfully submitted by the members of the Audit Committee of the Board of Directors.

Victoria Dolan (Chairperson)
Mary Beth Laughton

Meredith Kopit Levien

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

EXECUTIVE OFFICERS

The following table sets forth information for our executive officers as of April 1, 2026:

Name

Age

Title

Chris Rogers

Chief Executive Officer and President

Emily Reuter

Chief Financial Officer and Treasurer

Morgan Fong

Chief Legal and Global Affairs Officer and Secretary


			Chris Rogers Chief Executive Officer and President						Biography Mr. Rogers’ biography is located in the section titled “Information Regarding Our Board of Directors and Corporate Governance—Our Board of Directors—Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders” above.


			Emily Reuter Chief Financial Officer and Treasurer						Biography Ms. Reuter has served as our Chief Financial Officer since May 2024 and previously served as our Vice President, Finance from January 2024 to May 2024. From May 2014 to November 2020 and May 2021 to November 2023, Ms. Reuter served in a number of roles at Uber Technologies, Inc., a technology-based mobility provider, including most recently in finance leadership roles as Vice President, Head of Corporate Finance from February 2023 to November 2023 and Vice President, Chief Financial Officer of Mobility, Uber’s global rides segment, from May 2021 to January 2023, and prior to that, as Head of Investor Relations from September 2019 to November 2020. From 2014 to 2019, Ms. Reuter held various roles at Uber including as IPO Lead, as well as roles in corporate development, capital markets, and business development. From December 2020 to March 2021, Ms. Reuter served as Vice President of Operations of Color Health, Inc., a healthcare company focused on detection and care management, where she oversaw the COVID-19 testing and vaccination programs. Ms. Reuter currently serves on the board of directors of Pinterest, Inc., a visual search and discovery platform. Education ● B.A. in Political Science, Yale University ● M.B.A., Stanford University Graduate School of Business


			Morgan Fong Chief Legal and Global Affairs Officer and Secretary						Biography Mr. Fong has served as our Chief Legal and Global Affairs Officer since April 2026 and our Secretary since December 2020. Mr Fong previously served as our our General Counsel from 2016 to April 2026 after serving as our Director of Legal from 2015 to 2016. From 2013 to 2015, Mr. Fong served as Director and Senior Corporate Counsel for Trulia, Inc., a real estate platform and current subsidiary of Zillow Group, Inc., a real estate database company. From 2004 to 2013, Mr. Fong served as an attorney at Fenwick & West LLP, a private law firm, and from 2000 to 2004, Mr. Fong served as an attorney at Wilson Sonsini Goodrich & Rosati, P.C., a private law firm. Education ● B.A. in Economics and East Asian Studies, Yale University ● J.D., University of California, Berkeley School of Law

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy and objectives, discusses our executive compensation program and policies, and analyzes how and why our Compensation Committee arrived at the specific compensation decisions with respect to the following current and former executive officers during the fiscal year ended December 31, 2025, who are collectively referred to herein as our “named executive officers:”


Name									Position(s)
Chris Rogers(1)									Chief Executive Officer
Emily Reuter									Chief Financial Officer
Morgan Fong(2)									Chief Legal and Global Affairs Officer
Fidji Simo(3)									Former Chief Executive Officer
Daniel Danker(4)									Former Chief Product Officer


(1)Chris Rogers was appointed as our Chief Executive Officer, effective August 15, 2025. Mr. Rogers previously served as our Chief Business Officer. (2)Morgan Fong has served as our Chief Legal and Global Affairs Officer since April 2026 and previously served as our our General Counsel from 2016 to April 2026. (3)Fidji Simo resigned from her position as our Chief Executive Officer on August 15, 2025. (4)Daniel Danker resigned from his position as our Chief Product Officer on August 15, 2025.

Fiscal Year 2025 Executive Compensation Highlights

Leadership Transition and Related Compensation Updates

As previously disclosed, Fidji Simo resigned as our Chief Executive Officer on August 15, 2025 and Chris Rogers was appointed as our Chief Executive Officer on that date. Upon her resignation, Ms. Simo forfeited the unvested portion of her (i) performance-based RSU award (the “2022 PSU”) and (ii) time-vesting RSU awards. Following her resignation as Chief Executive Officer, Ms. Simo continued serving as a director and was granted an RSU award in her capacity as a director pursuant to our Non-employee Director Compensation Policy. This director RSU award was forfeited in its entirety upon her resignation as a director on November 24, 2025.

In connection with his appointment to Chief Executive Officer, Mr. Rogers’ base salary was increased to CAD $1,370,000 per year and he was granted an RSU award with an aggregate grant date fair value of approximately $15,000,000. Also upon his appointment, Mr. Rogers received a discretionary bonus of CAD $511,627 in lieu of any amount that would have otherwise been payable to him under a prior bonus plan pursuant to our Executive Performance Bonus Plan (the “Bonus Plan”) in which he participated that related to his prior role as our Chief Business Officer (the “CBO Bonus Plan”). In addition, our Compensation Committee committed to granting Mr. Rogers an annual refresh equity award in 2026, the form and vesting schedule of which is subject to determination by our Compensation Committee. Our Compensation Committee felt that it was important to provide visibility to Mr. Rogers with respect to his 2026 target annual equity compensation at the time of his decision to accept the appointment to Chief Executive Officer, given the mid-year timing of his appointment and to be consistent with our historical practice with respect to the compensation of our Chief Executive Officer. Following feedback received from our stockholders through our stockholder engagement efforts in 2025, our Compensation Committee intends to grant a meaningful portion of the 2026 refresh equity award for Mr. Rogers as performance-based RSUs (“PSUs”) that vest based on relative total shareholder return, as described below in the section titled “—Fiscal Year 2025

Executive Compensation Highlights—Board of Directors and Compensation Committee Response to 2025 Stockholder Advisory Vote”.

Strengthening the Long-Term Performance Orientation of our Equity Compensation Program

Transition to Boxcar Equity Grant Model

Consistent with our compensation philosophy, our executive officers’ annual pay opportunities consist of (i) base salary and (ii) long-term incentive compensation in the form of equity awards, which comprise the vast majority of our executive officers’ annual compensation. In granting equity awards each year, our Compensation Committee focuses on the annual target value to be delivered to each executive officer. In 2025, we began a process of transitioning from granting executive officers annual refresh equity awards that begin vesting immediately to a long-term non-layered equity award grant practice (commonly referred to as “boxcar” equity awards with vesting schedules that do not “stack” or “layer” on top of prior year grants). This boxcar RSU award structure is intended to support long-term retention of our executive officers by ensuring they always have a competitive number of unvested equity awards ahead of them while creating a more predictable equity vesting profile. Under this boxcar structure, our executive officers do not receive value from their equity awards until they begin vesting almost two years after the grant date, contingent on continued service in an environment that demands and expects high performance. As our stock price increases, so does the value of the shares they will receive, incentivizing them to contribute to our long-term success and performance.

However, this transition to a boxcar RSU award structure with back-loaded vesting created significant gaps in the equity vesting value for our executive officers over 2025 and 2026. For 2025, the annual equity awards granted to our named executive officers, other than Ms. Simo, whose equity award was forfeited in connection with her departure, consisted of (i) a boxcar RSU award, which vests in four equal quarterly installments beginning on February 15, 2027, and (ii) a one-time transition RSU award, which vests non-linearly over a period of two years. Mr. Rogers was granted these equity awards while serving as our Chief Business Officer prior to his appointment as our Chief Executive Officer. Transition RSU awards granted in 2025 are back-loaded to vest primarily in 2026, supplementing pre-2025 equity grants to provide executive officers with market-competitive annual compensation opportunities, as determined by our Compensation Committee, during the transition period preceding the first vesting event of their 2025 boxcar RSU awards on February 15, 2027. Going forward, we expect to grant only annual boxcar RSU awards for any time-vesting RSUs, subject to limited exceptions, such as promotions or increases to the scope of the responsibilities of our executive officers. See the charts below for an illustration of (i) the vesting structure of the boxcar RSU awards and (ii) how the one-time transition RSU awards in 2025 served as a bridge to deliver the intended annual equity vesting values to our named executive officers over 2025 and 2026.

Lengthening Future Boxcar Vesting Schedules

In our engagement with stockholders following our 2025 annual meeting of stockholders, as further detailed below, we discussed our intended transition to the boxcar RSU award structure. Informed by these engagements, our Compensation Committee intends to further extend the vesting period of our boxcar RSU awards to be granted in 2026 so that future boxcar awards vest approximately three years following the date of grant. As outlined in the

chart above, for 2026 these awards will vest over five quarters beginning in 2028. Thereafter, we intend for awards to vest over the final four quarters of the three-year award term.

Board of Directors and Compensation Committee Response to 2025 Stockholder Advisory Vote

At our 2025 annual meeting of stockholders, our advisory vote on executive compensation received support from approximately 55% of the votes cast. In light of the advisory vote results, our Board of Directors and our Compensation Committee believed it was important to conduct extensive stockholder engagement focused on executive compensation to understand the concerns that underpinned stockholders’ voting decisions.

Following our 2025 annual meeting of stockholders, we reached out to 14 of our largest institutional stockholders, collectively representing over 47% of our outstanding common stock at the time of our outreach, expressly requesting to discuss executive compensation matters, along with any other topics that were top of mind for our stockholders. We held discussions with seven stockholders, collectively representing over 19% of our outstanding common stock. Our engagement efforts were overseen by Ravi Gupta, our Lead Independent Director and Compensation Committee Chairperson, who participated in the majority of these discussions with stockholders collectively representing 16% of our outstanding common stock. In addition, our Chief People Officer, who advises our Chief Executive Officer and our Compensation Committee on our executive compensation program, as well as our Chief Legal and Global Affairs Officer, Vice President, Investor Relations, and other senior members of our human resources and legal teams participated in these meetings. We also proactively requested meetings with and met with two proxy advisory services firms, Institutional Shareholder Services and Glass Lewis, to gain their perspectives on our executive compensation program, outreach, and response.

In the course of these meetings, we met with both stockholders who supported and who opposed our advisory vote on executive compensation. This enabled us to gather a wide range of perspectives on our executive compensation program and practices.

Topics raised by multiple stockholders during the engagement process, together with our Compensation Committee’s response and perspective, are outlined in the following table:


What We Heard						What We Did - Our Response and Perspective
2024 CEO Compensation Actions Several stockholders expressed that their primary concerns were the overall size of our former Chief Executive Officer’s 2024 RSU award and the rationale and impact of the one-time modification of her 2022 PSU.						2024 RSU Award and Award Forfeitures Pursuant to Ms. Simo’s offer letter, she was eligible to receive an annual RSU award each with an aggregate grant date fair value equal to approximately $15,000,000, beginning in fiscal year 2022 and continuing through and including 2025. These annual RSU awards were to vest over the one-year period following the respective grant date. We clarified with our stockholders that Ms. Simo’s 2024 RSU award was a multi-year award intended to vest over three years and was delivered in full satisfaction of the annual RSU awards for 2024 and 2025 to which Ms. Simo was entitled pursuant to her offer letter. Ultimately, we reiterated that the unvested portion of all of Ms. Simo’s outstanding RSU awards, including the 2024 RSU award and the 2022 PSU, were forfeited upon her resignation as our Chief Executive Officer on August 15, 2025. 2022 PSU Modification We also explained that, after nearly a year of deliberation by the Compensation Committee, the 2022 PSU modification was done to preserve the original retentive and motivational strength of the 2022 PSU. As previously disclosed, our Compensation Committee did not foresee that our share repurchase activity, which we believe allows us to generate more value for our stockholders over the long-term, would have meaningfully outpaced the issuance of new shares since our initial public offering. This created an unforeseen “moving goal post” effect on the original market capitalization goals through reducing our outstanding shares, leading to a lack of certainty as to the performance required to achieve the 2022 PSU goals, which risked demotivating our former Chief Executive Officer. The modification sought to solve this uncertainty and furthermore, the new stock price goals were set to be equivalent to the required stock price to achieve the original market cap goals, as calculated utilizing the fully diluted shares outstanding at the time of grant. Our Compensation Committee understands these concerns and, as was the case with the 2022 PSU modification, will only consider modifying outstanding or future equity awards in extraordinary and unforeseen circumstances, taking into account stockholder interests.


What We Heard						What We Did - Our Response and Perspective
Pay-for-Performance Alignment Several stockholders emphasized the importance of aligning executive pay with performance, but specific feedback on the method of alignment was mixed; some stockholders favored PSUs while others favored longer-term vesting or post-vest holding periods.						2026 CEO PSU Prior to our stockholder engagement efforts, we granted Chris Rogers a time-vesting RSU award in connection with his appointment as Chief Executive Officer that fully vests 9 quarters after the grant date, as described in the section titled “—2025 Executive Compensation Program—Long-Term Incentive Compensation—Chris Rogers.” Informed by feedback from our stockholders, our Compensation Committee intends to grant a meaningful portion of Mr. Rogers’ 2026 refresh equity award as PSUs that vest based on relative total shareholder return. As a relatively new public company, our Compensation Committee will continue to consider and evaluate further incorporating performance-based variable compensation into our executive compensation program, as appropriate for our stage of growth and complexity of our business, and taking into account feedback received from our stockholders. Longer Vesting Period We began our transition to the boxcar equity award structure prior to our 2025 annual meeting of stockholders and our stockholder engagement efforts. The 2025 boxcar RSU awards fully vest 11 quarters after the grant date. As noted above, following feedback received from our stockholders regarding longer-term vesting schedules, our Compensation Committee intends to extend the vesting period of our 2026 boxcar RSU awards so that future boxcar awards vest approximately three years following the date of grant, as described above in the section titled “—Executive Compensation Highlights—Strengthening the Long-Term Performance Orientation of our Equity Compensation Program—Lengthening Future Boxcar Vesting Schedules.” Enhanced Disclosure We have also enhanced our disclosure to more clearly outline our Compensation Committee’s philosophy and objectives with respect to our executive compensation program, as described in the section titled “—Compensation Philosophy and Objectives.”
Stock Ownership Guidelines Some stockholders indicated support for guidelines on stock ownership by our directors and executive officers.						Adopted Stock Ownership Guidelines In February 2026, our Board of Directors adopted stock ownership guidelines that apply to our directors and executive officers, as described in the section titled “—Other Compensation Policies and Practices—Stock Ownership Guidelines.”

Our Board of Directors and Compensation Committee value the opinions of our stockholders, and we intend to continue to solicit and consider feedback obtained through our stockholder engagement program, as well as consider the voting outcome of future stockholder advisory votes. Furthermore, when making compensation decisions for our

executive officers, our Board of Directors and our Compensation Committee remain focused on aligning compensation with performance and retention.

Compensation Philosophy and Objectives

Our Compensation Committee has oversight of our executive compensation programs and evaluates their competitiveness and function so that we maintain our ability to attract and retain superior employees in key positions and motivate strong performance against our strategic goals while creating stockholder value.

As our business and company continue to transform, our executive compensation programs continue to evolve and develop into those appropriate to our size and stage of business. We generally target a compensation mix for our executive officers that is weighted heavily toward long-term equity incentive compensation opportunities to align the compensation of our executive officers with our performance and the interests of our stockholders. In particular, we primarily utilize time-vesting equity awards as a means of aligning the interests of our executives with those of our stockholders. We believe that time-based equity awards enable our executives to focus on executing long-term strategic initiatives, thereby benefiting our stockholders, while providing our executives with an appropriate level of incentives for performance and retention. We continue to carefully evaluate our compensation arrangements and develop programs that we feel are the most appropriate to drive results for our company and our stockholders. As we make changes to expand our business, we focus on ensuring that our executive compensation program continues to align our executives’ compensation with our stockholders’ interests and our company’s performance over the long term. For example, as noted above, we intend to grant our Chief Executive Officer a PSU that will vest based on relative total shareholder return targets and our Compensation Committee will consider further incorporating performance-based variable compensation into our executive compensation program.

Specifically, our executive compensation program is designed to:

●attract, retain, and motivate top talent;

●align our compensation structures with our strategic needs and market practices;

●provide long-term incentives that align our executives’ interests with those of our stockholders; and

●promote consistency and internal equity amongst our executive team.

Our executive compensation program adheres to the following practices:


What We Do			What We Don’t Do
✔ Deliver a majority of compensation through long-term equity incentives ✔ Determine incentive opportunities based on corporate and individual performance ✔ Assess risks of our compensation program ✔ Retain an independent compensation consultant ✔ Broadly use double-trigger change in control arrangements ✔ Maintain Stock Ownership Guidelines to align the interests of our executive officers with those of our stockholders			✗ No tax reimbursements or tax gross-ups on severance or change in control payments ✗ No special executive welfare or health benefits, or retirement plans not available to our employees generally ✗ No guaranteed salary increases or annual bonuses ✗ No excessive perquisites ✗ No hedging or pledging of our stock

How We Determine Executive Compensation

Our Compensation Committee is responsible for reviewing and approving the compensation of our Chief Executive Officer and other executive officers, including base salaries, short-term and long-term incentive compensation, the size and structure of equity awards, and any executive perquisites. Our Compensation Committee makes decisions on a case-by-case basis and considers market insights, competitive dynamics, prior experience, and future role with our company in structuring a total compensation package for our executive officers.

Our Compensation Committee generally determines the principal components of compensation for our executive officers on an annual basis; however, decisions may be made at other times for new hires, promotions, or other special circumstances as our Compensation Committee determines appropriate.

Role of Management

Our Compensation Committee has worked with and received information and analyses from management, including within our legal, finance, and human resources departments, and our Chief Executive Officer, and considered such information and analyses in determining the structure and amount of compensation to be paid to our executive officers, including our named executive officers. Our Chief Executive Officer evaluates and provides to our Compensation Committee executive officer performance assessments and management’s recommendations and proposals regarding executive officer compensation programs and decisions affecting all components of compensation, and other compensation-related matters outside of the presence of any other named executive officers. However, our Compensation Committee retains the final authority to make all compensation decisions for our named executive officers, including our Chief Executive Officer.

From time to time, various other members of management and other employees, as well as outside advisors or consultants, may be invited to make presentations, provide financial or other background information or advice, or otherwise participate in meetings of our Board of Directors and Compensation Committee. Members of management, including our Chief Executive Officer, may attend portions of our Board of Directors or Compensation Committee meetings; however, no executive officer, including our Chief Executive Officer, participated in decisions regarding their own compensation.

Role of Compensation Consultant

Our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. Compensia served as our Compensation Committee’s independent compensation consultant to provide guidance regarding the amount and types of compensation that we pay our executive officers, how our compensation practices compare to the compensation practices of other companies, including with respect to a peer group of companies developed in consultation with the independent compensation consultant, and other compensation-related matters. Compensia reports directly to our Compensation Committee, although Compensia may meet with members of management for the purposes of gathering information on proposals that management may make to our Compensation Committee. Compensia does not provide any services to us other than the services provided to our Compensation Committee.

Our Compensation Committee has assessed the independence of Compensia, taking into account, among other things, the factors set forth in Rule 10C-1 of the Exchange Act and the listing standards of Nasdaq and concluded that no conflict of interest exists with respect to the work that Compensia performs for our Compensation Committee.

Use of Competitive Market Compensation Data

When making compensation decisions, our Compensation Committee believes that it is important to be informed as to the current practices of comparable companies with which we compete for top talent. To this end, our Compensation Committee worked with the independent compensation consultant to compile a list of our peer companies to be considered, among other factors, in connection with assessing compensation practices and pay levels. Our Compensation Committee believes that the peer and market data provided by the independent compensation consultant, along with other factors, serve as an important reference point when setting compensation for our executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success.

Compensation Peer Group

For fiscal year 2025, our Compensation Committee, upon recommendation from its independent compensation consultant, approved a group of companies that would be appropriate peers to be considered, among other factors, when making compensation decisions, based on the following criteria:

●Industry (Internet & Direct Marketing Retail, IT Services, Interactive Media & Services, Media Software, Entertainment, and other technology companies);

●Scale (based on revenue and market capitalization);

●Talent profile (companies with which we compete for executive talent); and

●Business characteristics (companies with a digital marketplace or operation-based component, strong consumer-facing brand, or technology-oriented industry leaders driving disruption in their core business segment).

Using the above criteria, our Compensation Committee approved adjustments to our compensation peer group to (i) remove Airbnb, Datadog, Peloton, and Snowflake and add Affirm, DocuSign, Reddit, Toast, TripAdvisor, and Yelp, based on the criteria described above and (ii) remove Splunk and X Corp. due to their acquisitions. This resulted in the following compensation peer group for the purpose of informing executive pay decisions for fiscal year 2025:


Affirm Holdings, Inc.	Lyft, Inc.	Toast Inc.
DocuSign, Inc.	Match Group, Inc.	TripAdvisor Inc.
DoorDash, Inc.	Pinterest, Inc.	Uber Technologies, Inc.
Dropbox, Inc.	Reddit, Inc.	Yelp Inc.
Etsy, Inc.	Robinhood Markets, Inc.	Zillow Group, Inc.
GoDaddy Inc.	Snap Inc.	Zoom Video Communications, Inc.

Factors Used in Determining Executive Compensation

Our Compensation Committee sets the compensation of our executive officers at levels it determines to be competitive and appropriate for each executive officer, using the professional experience and judgment of our Compensation Committee members. Although market data is used as a reference point to inform initial guidelines, our Compensation Committee believes executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year, and accordingly, pay decisions are not made by use of a rigid formulaic approach or benchmark. In making executive compensation decisions, our Compensation Committee generally takes into consideration the following factors:

●Our company’s performance and existing business needs

●Each executive officer’s individual performance, scope of job function and criticality of the skill set

●The need to attract new talent and retain existing talent in a highly competitive industry

●Our Chief Executive Officer’s recommendations (other than for himself)

●Alignment with long-term stockholder interests

●Internal pay equity

●Our company’s culture and values

●Our Compensation Committee’s judgment

●Each executive officer’s value of unvested equity vesting per year, remaining unvested equity and total company ownership

●Aggregate compensation cost and impact on stockholder dilution

●Positioning relative to peers in market

Key Components and Design of the Executive Compensation Program

Executive compensation generally consists of the following two principal components of direct compensation: base salary and long-term incentive compensation. We may provide our executive officers with severance and change-in-control related payments and benefits, as well as benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in various employee health and welfare benefit plans, and on a case-by-case basis we may also provide sign-on bonuses in connection with commencement of employment. The following chart summarizes the principal elements of our executive compensation program, their objectives, and key features.

Element

Objectives

Key Features

Base Salary

Provides a fixed amount of annual cash income for performing day-to-day job responsibilities.

Fixed compensation that is periodically reviewed and adjusted if and when appropriate.

Long-Term Incentive Compensation

Promotes retention and alignment with stockholder interests. Attracts highly qualified executives, promotes retention, and aligns the interests of our executive officers with those of stockholders by providing a continuing incentive to increase stockholder value.

Equity incentives may be granted as applicable during the year for new hires, promotions, annual refresh grants, or other special circumstances, such as to encourage retention or incentivize exceptional performance.

Our Compensation Committee takes a holistic approach to compensation and seeks to ensure that the aggregate level of pay, across both principal elements meets our desired objectives for each executive officer. We focus on providing a competitive compensation package to each of our executive officers relative to their respective role, skills and experience that is predominantly in the form of equity compensation awards to align their incentives with long-term value creation for our stockholders. We believe that this approach is well-designed relative to our current stage of maturity to appropriately incentivize holistic performance against our corporate objectives and maximizes stockholder value creation. Our Compensation Committee uses its judgment to establish a total compensation program for each executive officer that is a mix of base salary and long-term incentive compensation, which it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives.

2025 Executive Compensation Program

Base Salary

Our Compensation Committee reviews the base salary of each executive officer for potential adjustment on an annual basis. In April 2025, our Compensation Committee reviewed but determined not to increase base salaries for our named executive officers, other than for Mr. Rogers, whose base salary was increased to CAD $1,370,000, effective as of August 15, 2025, in connection with his appointment as our Chief Executive Officer. The annual base salaries of each of our named executive officers for 2025 are listed below.


Named Executive Officer						2025 Annual Base Salary ($)
Chris Rogers						CAD 1,370,000(1)
Emily Reuter						500,000
Morgan Fong						500,000
Fidji Simo						1,000,000
Daniel Danker						500,000


(1)Mr. Rogers’ annual base salary as our Chief Executive Officer in USD was $980,170.51, which reflects an average exchange rate in 2025 of approximately USD $1 to CAD $1.397716.

Short-Term Incentive Compensation

We previously established our Bonus Plan, pursuant to which our Compensation Committee may award performance-based cash incentive opportunities to certain key executives, including all of our named executive officers who are currently providing services to us at such time. Consistent with 2024, our Bonus Plan was not

utilized by our Compensation Committee for our named executive officers in fiscal year 2025, nor did we maintain any other formal performance bonus plan for our named executive officers during fiscal year 2025.

In Mr. Rogers’ previous role as our Chief Business Officer and prior to becoming an executive officer, he participated in our Bonus Plan. Upon Mr. Rogers’ appointment as our Chief Executive Officer, the CBO Bonus Plan ended and Mr. Rogers’ received a discretionary bonus payment in lieu of any amount that would have otherwise been payable to him under the CBO Bonus Plan, which was no longer an appropriate incentive in light of his appointment as our Chief Executive Officer.

Long-Term Incentive Compensation

2025 Refresh RSU Grants

For fiscal year 2025, our Compensation Committee established long-term incentive compensation targets for our named executive officers based on market data provided by the independent compensation consultant regarding the compensation peer group. Each of our named executive officers who are currently employed with us received one or more RSU awards during 2025, which represents the variable pay awarded to each such named executive officer. The value of the RSU awards is based on our philosophy of delivering market competitive total compensation for the role, factoring in performance. Our Compensation Committee believes that the RSU awards encourage retention through vesting over the recipient’s continued service with us while covering fewer shares than stock options, thereby minimizing dilution to our stockholders, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent. As described in the section titled “—Fiscal Year 2025 Executive Compensation Highlights—Leadership Transition and Related Compensation Updates,” in 2025, we transitioned to a boxcar RSU award structure and granted transition RSU awards to certain of our executive officers as part of this transition.

Chris Rogers

Mr. Rogers received a transition RSU award and a boxcar RSU award in April 2025, consistent with the rest of the executive team, with amounts based on market data for his role as our Chief Business Officer at the time of grant. The boxcar RSU award vests in four equal quarterly installments, beginning on February 15, 2027, subject to continued service through each such date. The transition RSU award vests over six quarters, with 1/20th of the shares subject to the award vesting on each of August 15, 2025 and November 15, 2025, and the remainder of the shares vesting in four equal quarterly installments thereafter, subject to continued service through each such date.

On September 15, 2025, in connection with Mr. Rogers’ appointment as our Chief Executive Officer, our Compensation Committee awarded Mr. Rogers’ a promotion RSU award with a grant date fair value equal to approximately $15,000,000. The promotion RSU award vests over nine quarters, with 8% of the shares subject to the award vesting on November 15, 2025 and the remainder of the shares vesting in eight equal quarterly installments thereafter, subject to continued service through each such date. In determining the size and vesting schedule of the promotion RSU award, our Compensation Committee considered competitive Chief Executive Officer pay data provided by its independent compensation consultant for our compensation peer group, the value of Mr. Rogers’ unvested equity from prior grants made to him as Chief Business Officer, and the need to ensure that the value of his total compensation package upon assuming the Chief Executive Officer role through the last vest date of the promotion award on November 15, 2027 is market competitive for performing the Chief Executive Officer role.

Other Continuing Named Executive Officers

In April 2025, Ms. Reuter and Mr. Fong each received a (i) long-term boxcar RSU award and a (ii) transition RSU award. The boxcar RSU award begins vesting approximately two years after the grant date and vests over four quarters, with 1/4th of the shares subject to the award vesting on each quarterly anniversary, subject to continued service through each such date. The transition RSU award vests over six quarters, with 1/20th of the shares subject

to the award vesting on August 15, 2025, November 15, 2025 and February 15, 2026, and the remainder of the shares vesting in three equal quarterly installments thereafter, subject to continued service through each such date.

Non-Continuing Executive Officers

In April 2025, Ms. Simo received a refresh RSU award that vests over six quarters, with 7% of the shares subject to the award vesting on August 15, 2026, November 15, 2026, and February 15, 2027, with the remainder of the shares vesting in three equal quarterly installments thereafter, subject to Ms. Simo’s continued service through each such date. Ms. Simo was also granted an RSU award in connection with her continuing service as a director following her resignation as our Chief Executive Officer, with the value and vesting terms determined pursuant to our Non-employee Director Compensation Policy.

Also in April 2025, Mr. Danker received (i) a boxcar RSU award and (ii) a transition RSU award. The boxcar RSU award begins vesting approximately two years after the grant date and vests over four quarters, with 1/4th of the shares subject to the award vesting on each quarterly anniversary, subject to continued service through each such date. The transition RSU award vests over six quarters, with 5% of the shares subject to the award vesting on August 15, 2025, November 15, 2025, and February 15, 2026, and the remainder of the shares vesting in three equal quarterly installments thereafter, subject to continued service through each such date.

The unvested portions of Ms. Simo’s and Mr. Danker’s awards were forfeited upon their respective resignations as our Chief Executive Officer and Chief Product Officer, effective as of August 15, 2025. Ms. Simo’s director RSU award was forfeited in its entirety upon her resignation as a director on November 24, 2025.

The following table illustrates, for each applicable named executive officer (other than Ms. Simo and Mr. Danker, whose unvested equity awards were forfeited upon their respective resignations), the number of shares of common stock subject to the RSU awards granted to each such named executive officer in 2025.

Named Executive Officer

Award Type

2025 RSU Awards

(#)

Chris Rogers

Boxcar RSU Award

177,891

Transition RSU Award

139,771

Promotion RSU Award

324,816

Emily Reuter

Boxcar RSU Award

177,891

Transition RSU Award

134,689

Morgan Fong

Boxcar RSU Award

157,560

Transition RSU Award

127,065

Other Features of Our Executive Compensation Program

Employment Offer Letters

We have entered into offer letter agreements with each of our named executive officers that set forth the terms and conditions of their employment, including position, base salary, and certain severance benefits, as described below. The base salary of our named executive officers for fiscal year 2025 is provided in the section titled “—2025 Executive Compensation Program” above.

Severance and Change in Control Benefits

We provide severance protections to our named executive officers in the event that they experience certain types of termination events, including terminations in connection with a change in control of our company. A more detailed description of these arrangements is provided in the section titled “—Potential Payments upon Termination or Change of Control.”

Our Compensation Committee believes these severance benefits are important from a retention perspective to provide some level of protection to our named executive officers who might be terminated, including in connection with a change in control, and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Further, our Compensation Committee believes this structure serves to mitigate the distraction and loss of our named executive officers that may occur in connection with any potential or actual change in control. Such payments protect the interests of our stockholders by enhancing executive focus during potential change in control activity, retaining executives despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executives responsible for negotiating potential transactions to do so with independence and objectivity. However, we do not have any agreements with our named executive officers guaranteeing any tax gross-up payments on severance or change in control benefits.

401(k) Plan, Welfare, and Health Benefits

We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may make voluntary contributions from their eligible pay, up to certain applicable annual limits set by the Internal Revenue Code of 1986, as amended (the “Code”). We may make matching and discretionary contributions to the 401(k) plan. During 2025, we made safe-harbor matching employer contributions to the 401(k) plan in an amount equal to 4% of eligible earnings, subject to annual Internal Revenue Service limits. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

In addition, we generally provide other benefits to our named executive officers on the same basis as to our other full-time employees. These benefits include, but are not limited to, medical, dental, vision, life, disability, and accidental death and dismemberment insurance plans. In general, we pay the premiums for the life, disability, and accidental death and dismemberment insurance for our employees, including our named executive officers.

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Business Travel

From time to time, our named executive officers may request chartered aircraft services to facilitate travel that is directly and integrally related to the performance of their job duties when the use of a chartered plane will increase efficiency or security associated with a particular trip. Occasionally, family members may accompany an executive officer on these flights and, if this occurs, we require the executive officer to pay the incremental cost, if any, to accommodate these guests on the flight. There has been no incremental cost to us for family accompaniment on chartered business flights.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we generally do not provide excessive perquisites or other personal benefits to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of their duties, to make our executive officers more efficient and effective, for recruitment and retention purposes, or to ensure their safety and security.

Ensuring the safety and security of our employees, including our named executive officers, is a top priority for us. We may, from time to time, offer both business-related and personal security services, including certified protection officers and residential security based on ongoing assessments of risk and actual and credible threats made against our named executive officers. None of these security-related costs are considered taxable income for

our named executive officers. While we consider these security services as necessary business expenses, we have disclosed specific costs of these services in the “All Other Compensation” column of the 2025 Summary Compensation Table below.

We pay the premiums for term life insurance and disability insurance, subject to certain limitations, for all of our employees, including our named executive officers.

In the future, we may provide additional perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our Compensation Committee.

Tax and Accounting Implications

Accounting for Stock-Based Compensation

Under ASC Topic 718, we are required to measure the compensation expense for all stock-based awards made to employees and directors, including stock options, RSUs, and restricted stock, based on the grant date fair value of these awards. We record stock-based compensation expense on an ongoing basis according to ASC Topic 718. The accounting impact of our compensation programs is one of many factors that our Compensation Committee considers in determining the structure and size of our executive compensation programs.

Deductibility of Executive Compensation

Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date.

Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of our company and stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). Our Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with our business needs.

Other Compensation Policies and Practices

Policies and Practices Related to the Grant of Certain Equity Awards

Our general policy is to grant equity awards on fixed dates determined in advance, although there may be occasions when grants are made on other dates, such as grants to certain new hires, promotions, or other special circumstances. All required approvals are obtained in advance of or on the actual grant date. Our general practice is to grant annual refresh equity awards in April of each year. We do not presently grant stock options, stock appreciation rights, or similar instruments with option-like features and therefore have not adopted policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

Recoupment Policy

As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be required to reimburse us for any bonus or other incentive-based or

equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002. Additionally, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and in accordance with SEC and Nasdaq requirements, we have implemented our Incentive Compensation Recoupment Policy, which generally requires that, in the event of an accounting restatement, we recover incentive compensation from our current and former executive officers (as defined in applicable SEC rules) that exceeds the amount of incentive compensation that would have been paid if the amount of the incentive compensation had been determined based on the accounting restatement. The Incentive Compensation Recoupment Policy applies to incentive compensation that is received by a covered officer on or after October 2, 2023.

Policy Prohibiting Hedging and Pledging of Our Equity Securities

Our Insider Trading Policy prohibits our employees, directors, and subject consultants from engaging in inherently speculative transactions, including short sales and transactions in put options, call options, or other derivative securities, hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, and pledging transactions, including securities held in margin accounts and otherwise pledged as collateral for a loan.

Stock Ownership Guidelines

In an effort to further align our directors’ and executive officers’ interests with those of our stockholders, we have adopted stock ownership guidelines with the following ownership requirements:


Covered Individual						Required Stock Ownership Level
Chief Executive Officer						5x Base Salary
Other Executive Officers						2x Base Salary
Non-Employee Directors						5x Annual Cash Retainer

Individuals must comply within five years of the later of (i) the individual first becoming subject to the policy (either upon commencement of employment with Instacart or due to a change in their role) and (ii) the adoption of the guidelines. Unvested or unearned equity awards and unexercised stock options are not counted as shares when determining the number of shares owned.

Compensation Risk Assessment

Our Compensation Committee has reviewed our compensation policies and practices to assess whether they encourage employees to take inappropriate risks. After conducting this review of compensation-related risk, our Compensation Committee has conclude

SEC Form DEF 14A filed by Maplebear Inc.