Maplebear Inc. Common Stock

Credit and liquidity · Credit risk and customer defaults

We are exposed to collection and credit risks, which could impact our results of operations. Retailers are generally obligated to pay our fees within 45 days of invoicing, and brands are generally obligated to do so within 30 to 90 days. In times of economic recession or uncertainty, the number of retailers or brands that default on payments owed to us may increase.

Tax and financial reporting · Audit and regulatory examinations

We are under audit by various state tax authorities with regard to sales tax and other indirect tax matters, primarily relating to the reporting of sales on behalf of our third-party sellers.

Legal and litigation · Contractual disputes and claims

We have in the past entered and may in the future enter into settlement agreements to resolve claims relating to commercial and contract disputes with retailers, customers, brands, and shoppers.

Legal and litigation · Intellectual property disputes

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

Legal and litigation · Employment and labor law compliance

We have incurred, and we expect to continue to incur, significant costs and legal fees in defending the status of shoppers as independent contractors. We have been and may continue to be subject to administrative audits with various state and local enforcement agencies.

Tax and financial reporting · Internal controls and compliance programs

We are required to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence.

Data and privacy · Cross border data transfer regulations

The EEA and the United Kingdom have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws they believe are inadequate. If there is no lawful manner for us to transfer personal data from the EEA, the United Kingdom, or other jurisdictions to the United States, we could face significant adverse consequences.

Strategic execution · Joint venture and partnership risks

We enter into and maintain strategic partnerships, including our partnership with Uber to offer their restaurant delivery services on our platform. If any such collaborations are terminated or any of our collaborators refuse to renew their agreements with us on commercially reasonable terms, we may need to find other partners.

Market position and competition · Market cyclicality and demand volatility

We experience seasonality in both the number of orders and GTV on Instacart, as well as in our advertising and other revenue. We typically see lower levels of order volume in the second and third quarter.

Strategic execution · Merger acquisition and divestiture risks

Acquisitions, strategic investments, partnerships, collaborations, commercial arrangements, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value.

Strategic execution · Geographic expansion and market entry

We have expanded and expect to continue to expand our presence internationally. Operating outside of the United States may require significant management attention to oversee operations over a broad geographic area.

Economic and market conditions · Consumer spending and confidence

Our business is impacted by the amount of disposable income that consumers have to spend on online grocery shopping. Actual or perceived risks of an economic recession may result in decreased customer retention and engagement.

Geopolitical and trade · Regulatory and policy uncertainty

We have limited experience operating our business at its current scale, scope, and complexity in a rapidly evolving market and economic environment. We face risks and challenges relating to our ability to anticipate and respond to macroeconomic changes and changes in the markets in which we operate.

Social and demographic · Stakeholder activism and pressure

As a public company, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management and impact the manner in which we operate our business in ways we cannot currently anticipate.

Technology infrastructure · Cloud services and data center operations

We currently host Instacart technology infrastructure and data using a combination of a small number of third-party service providers. We do not have control over the operations of the facilities of the hosting providers that we use.

Digital transformation and innovation · Technology implementation and upgrades

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

Cybersecurity and data protection · Data breaches and cyber attacks

If we or the third parties we rely on experience a compromise to the confidentiality, integrity, or availability of our or their systems, or to data of our customers, shoppers, partners, employees, or Instacart, we may experience adverse consequences, including regulatory investigations or actions, litigation, fines and penalties.

Information management · Technology vendor dependence

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

Stakeholder relations · Customer satisfaction and loyalty

The number of customers and their level of engagement on Instacart may decline materially or fluctuate as a result of many factors, including dissatisfaction with the operation of, or pricing on, Instacart, including our customer support services, or the quality and performance of the offerings, services, and technology of our partners.

Reputation and brand · Brand damage and negative publicity

If we fail to maintain, protect, and enhance our brand successfully or to maintain loyalty among retailers, customers, brands, and shoppers, or if we incur substantial expenses in unsuccessful attempts to maintain, protect, and enhance our brand, we may fail to attract or increase the engagement of retailers, customers, brands, and shoppers.