10-K: Instacart Reports Solid 2025 Growth Amid Strategic Shifts

Instacart (Maplebear Inc.) reported an 11% revenue increase to $3.74 billion in 2025, driven by higher orders and GTV, alongside a $60 million FTC settlement.

Summary

• Revenue increased by 11% to $3,742 million in 2025, up from $3,378 million in 2024.
• Orders grew by 15% to 338.8 million in 2025, compared to 294.0 million in 2024.
• Gross Transaction Value (GTV) rose by 11% to $37,224 million in 2025, from $33,461 million in 2024.
• Net income slightly decreased to $447 million in 2025, down from $457 million in 2024.
• Adjusted EBITDA increased by 23% to $1,087 million in 2025, up from $885 million in 2024.
• Gross margin decreased by 1 percentage point to 74% in 2025, primarily due to cost of revenue growing faster than revenue.
• The company repurchased and retired 33 million shares of common stock for $1.3 billion in 2025, with $671 million remaining under the current authorization.
• Instacart acquired Marlin9 Holdings, Inc. (Wynshop), an e-commerce retail solutions provider, for $106 million in cash in April 2025.
• A $60 million settlement with the Federal Trade Commission (FTC) was accrued in 2025 and paid in January 2026, related to marketing and Instacart+ membership program practices.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a generally positive report, reflecting strong operational growth and strategic investments, but tempered by a slight dip in net income and notable regulatory costs, indicating ongoing challenges in achieving consistent bottom-line expansion.

Positives

• Strong growth in core operational metrics: Orders increased by 15% and GTV by 11% in 2025.
• Revenue grew by 11% to $3.74 billion, indicating continued business expansion.
• Adjusted EBITDA saw significant growth of 23% to $1.087 billion, demonstrating improved operating leverage.
• The company actively returned capital to shareholders through a substantial share repurchase program, buying back $1.3 billion in common stock during 2025.
• Strategic acquisition of Wynshop for $106 million enhances e-commerce retail solutions for grocers and retailers.
• Continued investment in AI solutions and other technological capabilities to improve customer and shopper experience and operational efficiencies.

Negatives

• Net income slightly declined to $447 million in 2025 from $457 million in 2024.
• Gross margin decreased by 1 percentage point to 74% in 2025, as cost of revenue grew faster than total revenue.
• Accruals for legal matters and sales/indirect taxes increased by $131 million in 2025, including the $60 million FTC settlement.
• Interest income decreased by 15% to $57 million in 2025, primarily due to lower interest rates.
• The company continues to have an accumulated deficit of $4.5 billion as of December 31, 2025.

Risks

• Historical growth trends may not be indicative of future performance, with growth rates decreasing from prior periods.
• Failure to cost-effectively acquire new customers or increase engagement of existing customers could harm the business.
• Operating at current scale and complexity in an evolving market and economic environment makes future planning and prediction difficult.
• Inability to sustain or increase profitability or generate profitable growth in the future, despite recent profits.
• Dependence on relationships with retailers; loss or reduced engagement from key retail partners could harm the business.
• Failure to grow Instacart Ads offerings could negatively impact advertising revenue, which is crucial for profitability.
• Highly competitive markets with well-capitalized and better-known competitors, some of whom are also partners.
• Artificial intelligence and machine learning solutions, including their use by competitors, could result in reputational harm, competitive harm, or legal liability.
• Failure to cost-effectively engage, attract, or retain shoppers could harm the business, especially due to factors like gas prices or competition for gig workers.
• The failure to achieve increased market acceptance of online grocery shopping and offerings could seriously harm the business.
• Mergers or other strategic transactions by competitors or retailers could weaken the company's competitive position.
• Results of operations and operating cash flows are expected to fluctuate quarterly and annually, making future performance difficult to predict.
• The trading price of common stock may be volatile and could decline significantly and rapidly.
• Exposure to collection and credit risks, particularly from retailers and brands, could impact results of operations.
• Estimates of market opportunity and forecasts of market growth may prove inaccurate.
• Acquisitions, strategic investments, partnerships, or alliances could pose integration challenges, divert management attention, and dilute stockholder value.
• Reliance on internal systems and tools for operational metrics, which may contain inaccuracies or be subject to inherent measurement challenges.
• Need for additional capital to support business growth, which might not be available on acceptable terms.
• Subject to various complex and changing laws and regulations, including worker classification, privacy, data security, and AI, leading to increased compliance costs and liabilities.
• Adverse litigation judgments or settlements could expose the company to monetary damages or limit business operations.
• Potential liability, expenses for legal claims, and harm to business based on the nature of on-demand delivery (e.g., food safety, accidents, fraud).
• Changes in internet and mobile device accessibility of users could adversely impact operations.
• Could be required to collect additional taxes or be subject to other tax liabilities in various jurisdictions.
• Ability to utilize net operating loss carryforwards and certain other tax attributes may be limited.
• Uncertainties in the interpretation and application of existing, new, and proposed tax laws and regulations.
• Subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, with non-compliance leading to criminal or civil liability.
• Governmental export and import controls and sanctions laws could impair ability to compete internationally.
• International expansion strategy subjects the company to additional costs and risks, and plans may not be successful.
• Reliance on third parties for payment processing infrastructure, software, and hosting, with potential for disruptions or unfavorable terms.
• Reliance on mobile operating systems and app marketplaces, with changes potentially degrading app functionality or increasing costs.
• Reliance on third-party insurance policies, which may be insufficient or unavailable on favorable terms.
• Failure to adequately maintain and protect intellectual property and proprietary rights could harm the brand and competitive position.
• Use of third-party open-source software could adversely affect ability to offer services and subject the company to litigation.
• Future sales of common stock in the public market could cause the market price to decline.
• Failure to realize anticipated long-term stockholder value of share repurchase program.
• Executive officers, directors, and principal stockholders have the ability to control or significantly influence matters submitted to stockholders for approval.
• Business and financial performance may differ from disclosed projections or third-party information.
• Volatility in trading price and volume if securities or industry analysts cease coverage or publish unfavorable research.
• No intention to pay dividends for the foreseeable future.
• Additional stock issuances could result in significant dilution to stockholders.
• Series A Preferred Stock ranks senior to common stock and impacts dividend ability.
• Provisions in corporate charter documents and Delaware law may prevent or hinder attempts by stockholders to change management or acquire a controlling interest.
• Requirements of being a public company may strain resources and divert management attention.
• Failure to maintain adequate internal control over financial reporting could adversely affect investor confidence.
• Reported financial results may be adversely affected by changes in accounting principles or incorrect estimates.

Future Outlook

The company expects to continue expending substantial financial and other resources to grow its business, including increasing engagement with retailers, customers, brands, and shoppers, driving adoption through marketing and incentives, enhancing offerings with new features and AI solutions, and expanding internationally. These investments may contribute to net losses in the near term, and the company may not realize anticipated benefits or offset costs. Macroeconomic conditions, regulatory changes, and competition are expected to continue impacting financial performance and growth strategies.

Management Comments

• Chris Rogers was appointed Chief Executive Officer, President, and Chair of the board of directors, signaling a leadership transition aimed at driving profitable growth.
• The board of directors considered the trading price levels of common stock, cash position, profitability, and positive operating cash flow in recent periods when authorizing share repurchase programs, believing these factors will generate more value for stockholders over the long term.

Industry Context

StockSavvy.ai notes that Instacart operates in a highly competitive and rapidly evolving online grocery market. The company's focus on AI solutions and expanding its enterprise platform aligns with broader industry trends towards digital transformation and efficiency. The ongoing regulatory scrutiny on gig economy worker classification, as seen with Proposition 22 and New York City legislation, highlights a significant industry-wide challenge that could impact operational costs and business models for all players.

Comparison to Industry Standards

• The filing does not provide specific comparable company data or industry benchmarks for a direct assessment of results against global standards. However, the growth in GTV and orders suggests continued market penetration in the online grocery sector.
• The decrease in gross margin from 75% to 74% could indicate increased competitive pricing pressures or higher operational costs, a common challenge in the low-margin grocery industry, but without specific competitor data, a definitive comparison is not possible.
• The significant increase in Adjusted EBITDA (23%) suggests strong operational efficiency improvements, which is a positive indicator in the competitive e-commerce and delivery space, where many companies struggle with profitability.

Management Changes

Corporate Governance

Legal Proceedings

• A $60 million settlement was reached with the Federal Trade Commission (FTC) in December 2025, related to certain marketing and Instacart+ membership program practices, paid in January 2026.
• Ongoing administrative audits, litigation, and inquiries in California and other jurisdictions regarding the classification of shoppers as independent contractors, with potential for significant payments, penalties, and interest.
• A securities class action lawsuit filed in January 2024 alleging federal securities law violations in connection with the IPO was dismissed with prejudice on May 30, 2025, without compensation to plaintiffs.
• Regularly subject to other claims, lawsuits, and administrative actions concerning unpaid wages, personal injury, intellectual property, consumer protection, and other matters, with outcomes inherently unpredictable.

Related Party Transactions

• In August 2024, the company repurchased 3,700,000 shares for $117 million from a stockholder that, together with its affiliated entities, is a holder of greater than 10% of the company's common stock and is affiliated with an entity indirectly controlled by a board member.
• Agreements with a software vendor whose former executive officer was a board member, with $15 million paid in 2023 for usage-based subscription fees. This relationship ceased to be a related party transaction after February 27, 2024.

Stakeholder Impact

• Shareholders: Experience dilution from future equity issuances, benefit from the ongoing share repurchase program, and face potential stock price volatility.
• Employees: Subject to workforce restructuring (250 employees reduced in 2024), benefit from competitive compensation, health/wellness, and a 'Flex First' remote work model. Potential for unionization in certain units could impact financial performance.
• Customers: Benefit from increased offerings, affordability initiatives, and improved technology, but may face dissatisfaction from service issues, price changes, or fraudulent activity.
• Retailers: Gain through technology enablement, advertising offerings, and customer reach, but face potential for decreased engagement, renegotiated contract terms, or business downturns.
• Shoppers: Offered flexible earnings opportunities, but face challenges related to worker classification, potential for increased incentives, and safety concerns.

Next Steps

• Continue to invest in product development and hiring highly skilled engineering personnel to support AI and other technological advancements.
• Expand offerings and technologies to capitalize on new business opportunities, including new fulfillment options, use cases, and international expansion.
• Manage and adapt to evolving legal and regulatory environments, particularly concerning worker classification and data privacy.
• Execute on the remaining $671 million share repurchase authorization to return capital to stockholders.
• Focus on maintaining and enhancing brand reputation amidst competitive pressures and potential negative publicity.

Key Dates

Recommendation

Instacart's 2025 results show robust growth in key operational metrics and Adjusted EBITDA, indicating strong business momentum and efficiency gains. However, the slight dip in net income and gross margin, coupled with the $60 million FTC settlement, introduces some caution. While strategic acquisitions and AI investments are positive for long-term growth, ongoing regulatory challenges in the gig economy and intense competition present headwinds. The significant share repurchase program is a positive for shareholder value, but the overall picture suggests a 'hold' as the company navigates these mixed signals and continues to invest heavily in future growth.

Keywords

Instacart, Maplebear Inc., 10-K, Annual Report, Financial Results, E-commerce, Grocery Delivery, Online Grocery, Gig Economy, Worker Classification, AI, Advertising, Share Repurchase, Corporate Governance, Cybersecurity, SEC Filing, Wynshop, FTC Settlement