FALSE 0001579091 0001579091 2023-11-08 2023-11-08

|  | UNITED STATES SECURITIES AND EXCHANGE COMMISSION |  |
|  | Washington, D.C. 20549 |  |
|  | FORM 8-K |  |
|  | CURRENT REPORT |  |
|  | Pursuant to Section 13 or 15(d) |  |
|  | of the Securities Exchange Act of 1934 |  |
|  | Date of Report (Date of earliest event reported): November 8, 2023 |  |
|  | MAPLEBEAR INC. |  |
|  | (Exact name of registrant as specified in its charter) |  |
| Delaware |  | 001-41805 |  | 46-0723335 |
| (State or other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (IRS Employer Identification No.) |
|  | 50 Beale Street, Suite 600 San Francisco, California 94105 |  |
|  | (Address of principal executive offices) (Zip code) |  |
|  | (888) 246-7822 |  |
|  | (Registrant’s telephone number, including area code) |  |
|  | Not Applicable |  |
|  | (Former Name or Former Address, if Changed Since Last Report) |  |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |  | CART |  | Nasdaq Global Select Market |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.
On November 8, 2023, Maplebear Inc. (the “Company”) issued a Shareholder Letter (the “Letter”) announcing its financial results for the third quarter ended September 30, 2023. A copy of the Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”) and is incorporated herein by reference.
The information furnished pursuant to Item 2.02 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On November 8, 2023, the Company announced that its board of directors has approved a share repurchase program with authorization to purchase up to an aggregate of $500 million of the Company’s common stock (the “Share Repurchase Program”). The Share Repurchase Program has no expiration date. Repurchases under the Share Repurchase Program may be made from time to time through open market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of common stock under this authorization. The Company is not obligated under the Share Repurchase Program to acquire any particular amount of common stock, and the Company may terminate or suspend the Share Repurchase Program at any time. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits

Exhibit No. | Description
99.1 | Shareholder Letter, dated November 8, 2023.
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| Maplebear Inc.
Date: November 8, 2023 | By: | /s/ Nick Giovanni
|  | Nick Giovanni
|  | Chief Financial Officer