As filed with the Securities and Exchange Commission on February 26, 2026
| Registration No. 333- | ||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAPLEBEAR INC.
(Exact name of registrant as specified in its charter)
| Delaware | 46-0723335 | |||||||||||||||||||||||||
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||||||||||||||||||||
50 Beale Street, Suite 600
San Francisco, California 94105
(888) 246-7822
(Address of principal executive offices, including zip code)
Maplebear Inc. 2023 Equity Incentive Plan
Maplebear Inc. 2023 Employee Stock Purchase Plan
(Full titles of the plans)
Chris Rogers
Chief Executive Officer
Maplebear Inc.
50 Beale Street, Suite 600
San Francisco, California 94105
(888) 246-7822
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jon Avina Rachel Proffitt Milson Yu Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 | Morgan Fong Bradley Libuit Nathan Cao Arielle Friehling Maplebear Inc. 50 Beale Street, Suite 600 San Francisco, California 94105 (888) 246-7822 | |||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Maplebear Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 12,143,367 additional shares of its common stock under the Registrant’s 2023 Equity Incentive Plan (the “2023 Plan”), pursuant to the provisions of the 2023 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2023 Plan on January 1, 2026, and (ii) 2,428,673 additional shares of its common stock under the Registrant’s 2023 Employee Stock Purchase Plan (the “2023 ESPP”), pursuant to the provisions of the 2023 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2023 ESPP on January 1, 2026. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
The Registrant previously registered shares of its common stock for issuance under the 2023 Plan and the 2023 ESPP on Registration Statements on Form S-8 filed with the Commission on September 19, 2023 (File No. 333-274568), March 5, 2024 (File No. 333-277650), and February 28, 2025 (File No. 333-285447) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 26, 2026. | |||||||
| (b) | The description of the Registrant’s common stock which is contained in the Registrant’s Registration Statement on Form 8-A filed on September 14, 2023 (File No. 001-41805) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K referenced in (a) above. | |||||||
| (c) | All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. | |||||||
ITEM 8. EXHIBITS
Exhibit Number | Description | Incorporated by Reference | ||||||||||||||||||||||||||||||
Schedule Form | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||||
| 4.1 | 8-K | 001-41805 | 3.1 | 9/22/2023 | ||||||||||||||||||||||||||||
| 4.2 | 8-K | 001-41805 | 3.2 | 9/22/2023 | ||||||||||||||||||||||||||||
| 4.3 | S-1/A | 333-274213 | 3.4 | 9/11/2023 | ||||||||||||||||||||||||||||
| 4.4 | S-1 | 333-274213 | 4.1 | 8/25/2023 | ||||||||||||||||||||||||||||
| 5.1* | ||||||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 23.2* | ||||||||||||||||||||||||||||||||
| 24.1* | ||||||||||||||||||||||||||||||||
| 99.1 | S-1/A | 333-274213 | 10.4 | 9/15/2023 | ||||||||||||||||||||||||||||
| 99.2 | S-1/A | 333-274213 | 10.5 | 9/15/2023 | ||||||||||||||||||||||||||||
| 107* | ||||||||||||||||||||||||||||||||
_________________
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 26, 2026.
| MAPLEBEAR INC. | |||||||||||||||||
| By: | /s/ Chris Rogers | ||||||||||||||||
| Chris Rogers | |||||||||||||||||
| Chief Executive Officer | |||||||||||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Rogers, Emily Reuter, and Morgan Fong, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Chris Rogers | Chief Executive Officer and Chair (Principal Executive Officer) | February 26, 2026 | ||||||||||||
| Chris Rogers | ||||||||||||||
| /s/ Emily Reuter | Chief Financial Officer (Principal Financial Officer) | February 26, 2026 | ||||||||||||
| Emily Reuter | ||||||||||||||
| /s/ Lisa Blackwood-Kapral | Chief Accounting Officer (Principal Accounting Officer) | February 26, 2026 | ||||||||||||
| Lisa Blackwood-Kapral | ||||||||||||||
| /s/ Victoria Dolan | Director | February 26, 2026 | ||||||||||||
| Victoria Dolan | ||||||||||||||
| /s/ Ravi Gupta | Director | February 26, 2026 | ||||||||||||
| Ravi Gupta | ||||||||||||||
| /s/ Mary Beth Laughton | Director | February 26, 2026 | ||||||||||||
| Mary Beth Laughton | ||||||||||||||
| /s/ Meredith Kopit Levien | Director | February 26, 2026 | ||||||||||||
| Meredith Kopit Levien | ||||||||||||||
| /s/ Michael Moritz | Director | February 26, 2026 | ||||||||||||
| Michael Moritz | ||||||||||||||
| /s/ Lily Sarafan | Director | February 26, 2026 | ||||||||||||
| Lily Sarafan | ||||||||||||||
| /s/ Josh Silverman | Director | February 26, 2026 | ||||||||||||
| Josh Silverman | ||||||||||||||
| Signature | Title | Date | ||||||||||||
| /s/ Daniel Sundheim | Director | February 26, 2026 | ||||||||||||
| Daniel Sundheim | ||||||||||||||