Maplebear (CART) risk factors, FY2024 10-K

Risks Related to Our Business and Industry

1. 01Historical trends relating to our growth and financial performance may not be indicative of future performance
2. 02increase the level of demand for our offerings over the long term. As a result of the foregoing, our prior growth rates and financial performance should not necessarily be considered indicative of our future performance and results of operations
3. 03As a result, you should not rely on our GTV, revenue growth rate, or other key business metrics for any prior quarterly or annual period as an indication of our future performance
4. 04If we fail to cost-effectively acquire new customers or increase the engagement of our existing customers, including through effective marketing strategies, our business would be harmed
5. 05with existing customers. In addition, we may also experience increased customer churn, including to competitors, which would harm our business
6. 06We have a history of losses, and we may be unable to sustain or increase profitability or generate profitable growth in the future
7. 07future. We also face greater compliance costs associated with the increased scope of our business and being a public company
8. 08The success of our business is dependent on our relationships with retailers. The loss of one or more of our retail partners or reduction in their engagement with Instacart could harm our business
9. 09We are continuing to build our Instacart Ads offerings. If we fail to grow our advertising revenue, our business, financial condition, and results of operations would be negatively impacted
10. 10The markets in which we compete are evolving rapidly and are highly competitive with increasing competitive pressure. Our business is complex and encompasses a range of technologies, offering types, and fulfillment methods that serve the diverse needs of our constituents
11. 11If we fail to cost-effectively engage shoppers on Instacart, or attract and retain shoppers, our business could be harmed
12. 12The failure to achieve increased market acceptance of online grocery shopping and our offerings could seriously harm our business
13. 13Mergers or other strategic transactions by competitors or retailers could weaken our competitive position and adversely affect our business
14. 14We expect a number of factors to cause our results of operations and operating cash flows to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance
15. 15Seasonality may cause fluctuations in our sales and results of operations
16. 16Interruptions or performance problems, including failure to ensure accessibility, associated with our offerings and technology capabilities may adversely affect our business, financial condition, and results of operations
17. 17If 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
18. 18Artificial intelligence and machine learning solutions, and our use of such solutions, could result in reputational harm, competitive harm, and legal liability, and could adversely affect our results of operations
19. 19We are making substantial investments to expand our offerings and technologies to capitalize on new and unproven business opportunities and expect to increase such investments in the future. These new ventures are inherently risky, and we may never realize any expected benefits from them
20. 20Our marketing efforts to help grow our business may not be effective, and failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase and engage our customer base and achieve broader market acceptance of our offerings
21. 21If we fail to maintain and enhance our brand, our ability to engage or expand our base of retailers, customers, brands, and shoppers will be impaired and our business, financial condition, and results of operations may suffer
22. 22If we fail to offer high-quality support, our ability to attract and engage customers and shoppers could suffer
23. 23Our pricing methodologies are impacted by a number of factors and ultimately may not be successful in attracting and engaging retailers, customers, brands, and shoppers. Future changes to our pricing model could adversely affect our business
24. 24If retailers, customers, brands, shoppers, or other third parties using Instacart engage in, or are subject to, criminal, violent, inappropriate, or dangerous activity, it could have an adverse impact on our reputation, business, financial condition, and results of operations
25. 25Public reporting or disclosure of reported safety information, including information about safety incidents reportedly occurring on or related to Instacart, whether generated by us or third parties, such as media or regulators, may adversely impact our business and financial results
26. 26Our results of operations may vary based on the impact of disruptive events or changes in our industry or the economy on us and retailers, consumers, brands, and shoppers
27. 27Our workforce and operations have grown substantially in recent years, and we expect to continue expanding the scale of our operations. If we are unable to effectively manage that growth, our financial performance and future prospects will be adversely affected
28. 28We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain, and motivate our personnel, we may not be able to grow effectively
29. 29If we cannot maintain our company culture as we grow, our business and competitive position may be harmed
30. 30We are exposed to collection and credit risks, which could impact our results of operations
31. 31The estimates of market opportunity and forecasts of market growth in our public disclosures may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at a similar rate, if at all
32. 32the Department of Justice and the Federal Trade Commission (“FTC”), which have recently increased their scrutiny of merger or collaboration activity, particularly in the technology sector. In addition, once we have completed an acquisition, we may not be able to successfully integrate the acquired business
33. 33We track certain operational metrics with internal systems and tools and do not independently verify such metrics. Certain of our operational metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation
34. 34We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all

Risks Related to Our Legal and Regulatory Environment

1. 35If the contractor status of shoppers who use Instacart is successfully challenged, or if additional requirements are placed on our engagement of independent contractors, we may face adverse business, financial, tax, legal, and other consequences
2. 36Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business
3. 37We also face potential liability and expense for claims relating to the information that we publish on our mobile apps or website, including claims for trademark and copyright infringement, false advertising, consumer protection, defamation, libel, and negligence, among others
4. 38Our business is subject to various laws and regulations, which may change or increase over time and subject us to increased compliance costs and liabilities
5. 39We face potential liability, expenses for legal claims, and harm to our business based on the nature of our business and the content on Instacart
6. 40Our business could be adversely impacted by changes in the internet and mobile device accessibility of users. Companies and governmental agencies may restrict access to Instacart, our mobile apps, website, app stores, or the internet generally, which could negatively impact our operations
7. 41We could be required to collect additional taxes or be subject to other tax liabilities in various jurisdictions which could adversely affect our results of operations
8. 42Our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset taxable income or taxes may be limited
9. 43Uncertainties in the interpretation and application of existing, new, and proposed tax laws and regulations could materially affect our tax obligations and effective tax rate
10. 44We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations
11. 45We are subject to governmental export and import controls and sanctions laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws
12. 46Our presence outside the United States and any future international expansion strategy will subject us to additional costs and risks, and our plans may not be successful

Risks Related to Our Dependence on Third Parties

1. 47We rely on third parties for elements of the payment processing infrastructure underlying Instacart. If these third-party elements become unavailable or unavailable on favorable terms, our business could be adversely affected
2. 48We 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
3. 49We currently rely on a small number of third-party service providers to host or support a significant portion of Instacart technology infrastructure and data, and any interruptions or delays in services from these third parties could impair the delivery of our offerings and harm our business

Risks Related to Our Intellectual Property

1. 50Failure to adequately maintain and protect our intellectual property and proprietary rights could harm our brand, devalue our proprietary content, and adversely affect our ability to compete effectively
2. 51We 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
3. 52parties in order to settle infringement claims brought against us may not be appropriate in the future and is not effective against certain patent owners, such as non-practicing entities
4. 53Our use of third-party open-source software could adversely affect our ability to offer Instacart and our offerings and subjects us to possible litigation

Risks Related to Ownership of Our Common Stock

1. 54The trading price of our common stock may be volatile and could decline significantly and rapidly
2. 55Future sales of our common stock in the public market could cause the market price of our common stock to decline
3. 56We may not realize the anticipated long-term stockholder value of our share repurchase program, and any failure to repurchase our common stock after we have announced our intention to do so may negatively impact our stock price
4. 57Our executive officers, directors, and principal stockholders, if they choose to act together, continue to have the ability to control or significantly influence all matters submitted to stockholders for approval. Furthermore, certain of our current directors were initially appointed by our principal stockholders
5. 58Our business and financial performance may differ from any projections that we disclose or any information that may be attributed to us by third parties
6. 59We could experience volatility in our trading price and trading volume if securities or industry analysts cease to publish research about our business, or if they publish inaccurate or unfavorable research
7. 60We do not intend to pay dividends for the foreseeable future
8. 61Additional stock issuances could result in significant dilution to our stockholders
9. 62Our Series A Preferred Stock ranks senior to our common stock, impacts our ability to pay dividends, and may result in significant dilution
10. 63The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members
11. 64As a result of being a public company, we are obligated 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 in our company and, as a result, the value of our common stock
12. 65Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States
13. 66If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected