FALSE000157909100015790912025-08-112025-08-11
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): August 11, 2025
MAPLEBEAR INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41805 |
|
46-0723335 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
50 Beale Street, Suite 600
San Francisco, California 94105
(Address of principal executive offices) (Zip code)
(888) 246-7822
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Title of each 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
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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 On August 11, 2025, the Board of Directors (the “Board”) of Maplebear Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, expanded the size of the Board to ten directors and appointed Josh Silverman as a Class I director, in each case, effective August 15, 2025 (the “Effective Date”). The term of Mr. Silverman’s directorship will expire at the Company’s 2027 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal.
There is no arrangement or understanding between Mr. Silverman and the Company or any other person pursuant to which Mr. Silverman was elected as a director. Additionally, there are no transactions involving the Company and Mr. Silverman that the Company would be required to report pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
For his service on the Board, Mr. Silverman will be compensated pursuant to the Company’s non-employee director compensation policy, a copy of which is attached as Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the Commission on February 28, 2025 (File No. 001-41805). Mr. Silverman has entered into the Company’s standard form of indemnification agreement, the form of which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Commission on August 25, 2023 (File No. 333-274213).
In addition, (i) Chris Rogers’s appointment as the Company’s Chief Executive Officer and President and as a Class II director of the Board and (ii) Fidji Simo’s resignation as the Company’s Chief Executive Officer and President, each as previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2025 (File No. 001-41805), became effective on the Effective Date. As also previously disclosed, Ms. Simo is continuing to serve as Chair of the Board following the Effective Date.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing Mr. Silverman’s appointment as a Class I director of the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01, 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 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 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
|
|
|
|
|
| Exhibit No. |
Description |
| 99.1 |
|
| 104.1 |
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: August 15, 2025 |
By: |
/s/ Emily Reuter |
|
|
Emily Reuter |
|
|
Chief Financial Officer |
EX-99.1
2
q3boardannouncementpressre.htm
EX-99.1
Document
INSTACART APPOINTS JOSH SILVERMAN TO BOARD OF DIRECTORS
SAN FRANCISCO, August 15, 2025 -- Instacart (NASDAQ: CART), the leading grocery technology company in North America, today announced that Josh Silverman, Chief Executive Officer of Etsy, Inc., has joined the company’s Board of Directors.
“Josh is a proven marketplace innovator with a track record of scaling consumer platforms such as Etsy, Evite, and Skype,” said Chris Rogers, Instacart’s Chief Executive Officer. “His deep understanding of consumer technology, passion for empowering independent entrepreneurs, and commitment to sustainable growth make him an invaluable asset. We’re excited to welcome Josh to our Board of Directors and look forward to working together to expand and deepen the value Instacart delivers across the grocery ecosystem.”
“I’m honored to join Instacart’s Board of Directors at such a pivotal moment for the company,” said Silverman. “Instacart has already transformed how millions of people shop for groceries, proving the power of technology to make everyday needs easier. I look forward to partnering with Chris and the rest of the Board of Directors to help deepen Instacart’s impact for customers, retailers, brands, and shoppers.”
Silverman is a seasoned leader with extensive experience leading marketplace and technology companies. He joined the Board of Directors of Etsy, Inc., which operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world, in November 2016, and has been its Chief Executive Officer since May 2017. Previously, Silverman served as Executive in Residence for Greylock Partners, a venture capital firm, from October 2015 to April 2017. He also held this position from October 2010 through June 2011. From June 2011 to December 2015, Silverman served as President of Consumer Products and Services at American Express. Prior to joining American Express, Silverman served as Chief Executive Officer of Skype from February 2008 until September 2010. From July 2006 until March 2008, Silverman served as Chief Executive Officer of Shopping.com, an eBay company, and, prior to that, held various executive roles at eBay. Silverman is the co-founder of Evite, Inc., a digital greeting card platform, and served as its Chief Executive Officer from December 1998 until its sale in May 2001. Silverman also serves on the Board of Directors of Shake Shack Inc., a restaurant brand. Silverman received his B.A. in Public Policy from Brown University and his M.B.A. from Stanford University Graduate School of Business.
In addition to Silverman, Instacart’s Board of Directors also currently includes Chris Rogers, CEO of Instacart; Fidji Simo, CEO of Applications at OpenAI and Chairperson and former CEO of Instacart; Victoria Dolan, former CFO of Revlon; Ravi Gupta, Partner at Sequoia Capital; Mary Beth Laughton, President and CEO of REI; Meredith Kopit Levien, President and CEO of The New York Times Company; Michael Moritz, Senior Advisor to Sequoia Heritage and former Partner at Sequoia Capital; Lily Sarafan, Co-founder and Executive Chair of TheKey; and Daniel Sundheim, Founder and CIO of D1 Capital Partners.
About Instacart
Instacart, the leading grocery technology company in North America, works with grocers and retailers to transform how people shop. The company partners with more than 1,800 national, regional, and local retail banners to facilitate online shopping, delivery and pickup services from nearly 100,000 stores across North America on the Instacart Marketplace. Instacart makes it possible for millions of people to get the groceries they need from the retailers they love, and for approximately 600,000 Instacart shoppers to earn by picking, packing and delivering orders on their own flexible schedule. The Instacart Platform offers retailers a suite of enterprise-grade technology products and services to power their e-commerce experiences, fulfill orders, digitize brick-and-mortar stores, provide advertising services, and glean insights. With Instacart Ads, thousands of CPG brands – from category leaders to emerging brands – partner with the company to connect directly with consumers online, right at the point of purchase. With Instacart Health, the company is providing tools to increase nutrition security, make healthy choices easier for consumers, and expand the role that food can play in improving health outcomes. For more information, visit www.instacart.com/company, and to start shopping, visit www.instacart.com. Maplebear Inc. is the registered corporate name of Instacart.