CART

• Foreign currency risk is limited: most revenue is in USD, and a hypothetical 10% FX rate change would not materially affect the financial statements.
• The company does not use derivatives or hedges for FX but may do so if foreign-currency exposure becomes more significant.
• Interest rate risk is low given the short-term nature of cash, equivalents, and marketable securities; a 10% rate move would not be material.
• No revolving loans were outstanding under the Credit Agreement as of June 30, 2026, but drawing on the facility would increase interest rate risk.
• Inflation is flagged as a risk: higher retailer prices, tariffs, fuel costs, and reduced consumer spending can lower order frequency, volumes, and average order values.
• Affordability initiatives (discount grocers, promotions, no-rush delivery, Instacart+ discounts) aim to offset inflation-driven demand weakness, but their effectiveness is uncertain.

See discussion under the caption “Legal Matters” in Note 10 — Commitments and Contingencies to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information regarding legal proceedings that constitute material contingencies for financial reporting purposes that could have a material adverse effect on our consolidated financial position, liquidity, or results of operations if they were resolved in a manner that is adverse to us. Although the results of these claims, lawsuits, government investigations, and other legal proceedings in which we are involved cannot be predicted with certainty, we believe that none of these matters is likely to have a material impact on our business, financial condition, results of operations, or cash flows. However, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Further, regardless of final outcomes, any such legal proceedings, claims, and government investigations may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary and interim rulings.

• Historical growth rates driven by the pandemic have declined and may continue to decrease due to macroeconomic pressures, competition, and business maturation.
• The business depends heavily on a small number of retailers, with the top three accounting for approximately 43% of GTV in 2025, and any loss or reduced engagement could materially harm results.
• Failure to grow advertising revenue from the Instacart Ads offering, which faces cyclical brand spending and privacy-related headwinds, would negatively impact profitability.
• Shopper classification as independent contractors is subject to ongoing legal and regulatory challenges, which could significantly increase costs, force business model changes, and create retroactive liability.
• The company has a history of significant net losses, including a $1.6 billion loss in 2023, and may be unable to sustain recent profitability due to increasing investments and competitive pressures.
• Intense competition from well-capitalized players like Amazon, Walmart, and DoorDash, some of which are also partners, threatens market share across marketplace, enterprise, and advertising segments.