Get notified when CART files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRisk Profile Improvements
- Ftc Consent Order (improved) — FTC investigation concluded via $60M consent order finalized Jan 2026, resolving marketing and Instacart+ membership practices matter without admission of liability.
Instacart Q2 revenue +14%, operating income +15%, but net income -4% on higher taxes
Filed August 7, 2026 · Period ending June 30, 2026 · Compared to 10-Q Aug 8, 2025 · ~2 min read
Key Financials
SEC XBRL| Metric | PriorJun 30, 2025 | CurrentJun 30, 2026 | Δ |
|---|---|---|---|
| Revenue | $914.0M | $1.04B | ▲ +14.1% |
| Net income (to common) | $116.0M | $111.0M | ▼ -4.3% |
| Diluted EPS | $0.41 | $0.45 | ▲ +9.8% |
| Operating income | $124.0M | $143.0M | ▲ +15.3% |
| Cash & equivalents | $1.49B | $757.0M | ▼ -49.2% |
| Total assets | $4.43B | $3.51B | ▼ -20.8% |
As reported in XBRL by the filer · 10-Q vs 10-Q. Income figures cover the fiscal quarter (not year-to-date); cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →
Key Number Changes
Prior filing · verify on EDGAR →
In the second quarter of 2025, GTV increased to $9,081 million, or 11% growth, compared to the same quarter of 2024, primarily driven by the increase in orders partially offset by lower average order value.
Current filing · verify on EDGAR →
In the second quarter of 2026, GTV increased to $10,351 million, or 14% growth, compared to the same period of 2025, primarily driven by the increase in orders and higher average order value.
Prior filing · verify on EDGAR →
In the second quarter of 2025, orders increased to 82.7 million, or 17% growth, compared to the same quarter of 2024, driven primarily by new customers and increased engagement of existing customers.
Current filing · verify on EDGAR →
In the second quarter of 2026, orders increased to 90.3 million, or 9% growth, compared to the same period of 2025, driven primarily by new customers and increased engagement of existing customers.
Prior filing · verify on EDGAR →
Advertising and other investment rate of 2.8% remained flat during the second quarter of 2025, compared to the same quarter of 2024.
Current filing · verify on EDGAR →
Advertising and other investment rate increased by 6 basis points to 2.9% during the second quarter of 2026, compared to the same period of 2025, as advertising and other revenue grew faster than GTV.
Prior filing · verify on EDGAR →
In June 2024, our board of directors authorized a share repurchase program to purchase up to an aggregate of $500 million of our common stock, which was subsequently increased to $750 million and later $1 billion in November 2024 and May 2025, respectively.
Current filing · verify on EDGAR →
In June 2024, our board of directors authorized a $500 million share repurchase program, which was subsequently increased to $750 million, $1 billion, $2.5 billion, and $3.5 billion in November 2024, May 2025, November 2025, and April 2026, respectively.
Prior filing · verify on EDGAR →
As of June 30, 2025, we had cash and cash equivalents of $1.5 billion and marketable securities of $109 million which were primarily held for working capital purposes.
Current filing · verify on EDGAR →
As of June 30, 2026, we had cash and cash equivalents of $757 million and marketable securities of $128 million, which were primarily held for working capital purposes.
Prior filing · verify on EDGAR →
Although we have generated profit in recent periods, including net income of $222 million for the six months ended June 30, 2025, we have historically experienced significant net losses as reflected in our accumulated deficit of $3.6 billion as of June 30, 2025.
Current filing · verify on EDGAR →
Although we have generated profit in recent periods, including net income of $256 million for the six months ended June 30, 2026, we have historically experienced significant net losses as reflected in our accumulated deficit of $5.0 billion as of June 30, 2026.
Key Changes
-
high
Operating income rose 15% to $143M while net income to common fell 4% to $111M — the earnings decline came from below-the-line items (higher taxes or non-operating costs), not operations.
-
high
FTC investigation resolved via $60M consent order finalized Jan 2026, paid without admission of liability; removes regulatory overhang on marketing and Instacart+ practices.
-
high
Board expanded buyback authorization from $1B to $3.5B (Nov 2025 and Apr 2026 increases); $683M repurchased in H1 2026 vs $205M prior year, driving cash decline to $683M from $1.5B.
-
high
GTV growth accelerated to 14% ($10.4B) from 11% prior year, driven by both higher order volume (+9% to 90.3M) and higher average order value; advertising revenue outpaced GTV (+6bp to 2.9% of GTV).
-
medium
New $500M unsecured revolving credit facility established May 2026 (undrawn as of June 30); securities litigation dismissed with prejudice May 2025 with no payment to plaintiffs.
Summary
Instacart's Q2 2026 results show strong top-line momentum — revenue grew 14.1% to $1.0B and operating income rose 15% to $143M — but net income to common shareholders fell 4% to $111M. The divergence stems from below-the-line factors: net income remained positive but below operating income, indicating a larger net deduction from taxes, interest, or other non-operating items rather than operational weakness.
The filing does not disclose the specific driver. GTV accelerated to 14% growth ($10.4B) on both higher order volume (+9% to 90.3M) and rising average order value, a shift from the prior year when AOV declined. Advertising monetization strengthened, with the ad revenue rate climbing 6 basis points to 2.9% of GTV as ad sales outpaced platform growth.
The company resolved its FTC investigation via a $60M consent order finalized in January 2026, paid without admitting liability, removing a regulatory overhang. Securities litigation related to the IPO was dismissed with prejudice in May 2025 with no payment. The board dramatically expanded the buyback program from $1B to $3.5B (via November 2025 and April 2026 increases), and the company repurchased $683M of stock in the first half of 2026 — more than triple the prior-year pace — driving cash down from $1.5B to $683M. A new $500M revolving credit facility was established in May 2026 (undrawn) for liquidity optionality. Watch whether the earnings-quality gap (operating income rising faster than net income) persists and whether the aggressive buyback pace continues given the reduced cash balance.
Section-by-Section Diff
Legal Proceedings
Settled securities litigation; added FTC investigation; removed detailed independent-contractor classification disclosure.
Removed from previous filing · verify on EDGAR →
We are regularly subject to claims, lawsuits, arbitration proceedings, administrative actions, government investigations and audits, and other legal and regulatory proceedings at the federal, state, and municipal levels in the United States and other jurisdictions in which we operate, challenging the classification of full-service shoppers as independent contractors, and claims that, by the alleged misclassification, we have violated various employment and other laws that would apply to employees. Laws and regulations that govern the status and classification of independent contractors are subject to change and divergent interpretations by various authorities, which can create uncertainty and unpredictability for us.
The current filing removes the detailed multi-paragraph disclosure of independent contractor classification litigation, including the San Diego settlement, putative class actions, arbitration matters, PAGA claims, and the $98 million legal reserve. The baseline filing extensively discussed these misclassification risks and ongoing proceedings; the current filing references legal matters only generically in Note 10. This represents a significant reduction in Item 1 disclosure detail, though the underlying matters may continue and are now disclosed elsewhere in the filing.
Removed from previous filing · verify on EDGAR →
We have also been, are currently, and may in the future be involved in administrative audits with various state and local enforcement agencies, including audits related to shopper classification, state and local ordinance requirements, and unemployment insurance and workers’ compensation contributions. We are currently involved in such audits in Alaska, Florida, New Jersey, New York, and Pennsylvania.
The baseline filing disclosed ongoing administrative audits in five states (Alaska, Florida, New Jersey, New York, Pennsylvania) related to shopper classification and related matters. The current filing does not repeat this disclosure, suggesting either resolution or consolidation into the generic Note 10 reference.
Previous filing · verify on EDGAR →
On January 25, 2024, a purported stockholder filed suit against us and certain of our current and former officers and directors in the Northern District of California, on behalf of a putative class of purchasers of our common stock in our IPO or between September 19, 2023 and October 1, 2023. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended (“Securities Act”) and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) in connection with the IPO, and seeks damages and attorneys’ fees, among other things. An amended complaint also added the underwriters of our IPO as defendants. On October 29, 2024, we filed a motion to dismiss the amended complaint, which the court granted on May 9, 2025 with leave to amend.
Current filing · view on EDGAR → · paraphrased
On January 25, 2024, a purported stockholder filed suit against us and certain of our current and former officers and directors in the Northern District of California, on behalf of a putative class of purchasers of our common stock in our IPO or between September 19, 2023 and October 1, 2023. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended ("Securities Act") and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act") in connection with the IPO, and seeks damages and attorneys' fees, among other things. An amended complaint also added the underwriters of our IPO as defendants. On October 29, 2024, we filed a motion to dismiss the amended complaint, which the court granted on May 9, 2025 with leave to amend. On May 30, 2025, plaintiffs agreed to dismiss the case with prejudice, without receiving any compensation.
The securities litigation was fully resolved in the company's favor. The current filing adds that on May 30, 2025, plaintiffs dismissed the case with prejudice without receiving any compensation, following the court's May 9, 2025 dismissal with leave to amend. This represents a complete win for the company on IPO-related securities claims.
Added in current filing · verify on EDGAR → · paraphrased
In July 2025, staff of the Federal Trade Commission ("FTC") asserted they had authority to enter into consent negotiations with us relating to certain of our marketing and Instacart+ membership program practices. Although we disagree with the FTC staff's positions, we are engaged in discussions to explore a potential resolution. If we are unable to reach a resolution, the FTC may proceed with litigation, which we are prepared to contest vigorously. The defense and resolution of this matter could give rise to significant costs. This matter could result in remedies or compliance requirements that may adversely affect our operating performance and/or have a material adverse impact on our financial results.
The company disclosed a new FTC investigation initiated in July 2025 regarding marketing and Instacart+ membership practices. The company is in consent negotiations but disagrees with the FTC's positions and is prepared to litigate if necessary. The filing explicitly warns of potential significant costs and material adverse financial impact from remedies or compliance requirements.
Show 1 minor / wording change
Removed from previous filing · verify on EDGAR →
In California, Proposition 22 provides more legal certainty regarding the status of independent workers offering delivery services in California from the time it became effective on December 16, 2020. Although the constitutionality of Proposition 22 was subsequently challenged, on July 25, 2024, the California Supreme Court upheld Proposition 22 as constitutional.
The baseline filing disclosed that California's Supreme Court upheld Proposition 22 as constitutional on July 25, 2024, a significant positive development for the company's independent-contractor model in its largest market. The current filing does not repeat this disclosure, consistent with lifecycle removal of a resolved one-time event now integrated into the operating environment.
MD&A
Q2 FY26 MD&A shows strong GTV/order growth, higher ad revenue, improved profitability, new $500M credit facility, and expanded buyback program.
Previous filing · verify on EDGAR →
Instacart is powering the future of grocery through technology. We partner with retailers to help them successfully navigate the digital transformation of their businesses.
Current filing · verify on EDGAR →
Instacart is the leading technology and enablement partner for the grocery industry — helping consumers save time, retailers run their businesses online and in-store, and connect brands with customers.
The company broadened its self-description from a technology partner focused on retailer digital transformation to a multi-sided enablement partner serving consumers, retailers, and brands. The new language emphasizes consumer time-savings and brand-customer connections alongside retailer support, reflecting a more comprehensive platform positioning.
Previous filing · verify on EDGAR →
For example, in California, the state ballot initiative, Proposition 22, which became effective on December 16, 2020, provides a framework that offers legal certainty regarding the status of independent workers offering delivery services and protects worker flexibility, the quality of on-demand work, and access to benefits for those who qualify. Although the constitutionality of Proposition 22 was subsequently challenged, on July 25, 2024, the California Supreme Court upheld Proposition 22 as constitutional. As a result, we expect Proposition 22 to provide more legal certainty over the status of independent workers offering delivery services in California. However, there may continue to be legal challenges, or legislative or other attempts to amend or otherwise invalidate the benefits, protections or the independent worker status provided by Proposition 22.
Current filing · verify on EDGAR →
For example, Proposition 22 in California provides a framework that offers more legal certainty regarding the status of independent workers offering delivery services and entitles shoppers in California to certain pay standards and benefits, which increases costs for us to operate in California. However, there may continue to be legal challenges, or legislative or other attempts to amend or otherwise invalidate the benefits, protections, or independent worker status provided by Proposition 22. To date, no such challenges have been successful.
The current filing removed the July 2024 California Supreme Court constitutional-upholding detail and the expectation of "more legal certainty," replacing it with a statement that no challenges have been successful to date. The disclosure now emphasizes the cost impact ("increases costs for us to operate in California") and ongoing challenge risk, rather than the favorable court outcome. This is a tone shift toward a more cautious framing.
Previous filing · verify on EDGAR →
In the second quarter of 2025, GTV increased to $9,081 million, or 11% growth, compared to the same quarter of 2024, primarily driven by the increase in orders partially offset by lower average order value.
Current filing · verify on EDGAR →
In the second quarter of 2026, GTV increased to $10,351 million, or 14% growth, compared to the same period of 2025, primarily driven by the increase in orders and higher average order value.
Q2 FY26 GTV grew 14% YoY to $10,351M (vs. Q2 FY25: 11% YoY to $9,081M). The current period shows acceleration in GTV growth and a shift in drivers: Q2 FY26 benefited from both higher orders and higher average order value, whereas Q2 FY25 saw lower average order value partially offsetting order growth. This indicates stronger unit economics and customer engagement in the current period.
Previous filing · verify on EDGAR →
In the second quarter of 2025, orders increased to 82.7 million, or 17% growth, compared to the same quarter of 2024, driven primarily by new customers and increased engagement of existing customers.
Current filing · verify on EDGAR →
In the second quarter of 2026, orders increased to 90.3 million, or 9% growth, compared to the same period of 2025, driven primarily by new customers and increased engagement of existing customers.
Q2 FY26 orders grew 9% YoY to 90.3M (vs. Q2 FY25: 17% YoY to 82.7M). The deceleration from 17% to 9% reflects a tougher comp and a maturing growth trajectory. The drivers (new customers, existing-customer engagement) remain consistent, but the pace of order growth has slowed.
Previous filing · verify on EDGAR →
Advertising and other investment rate of 2.8% remained flat during the second quarter of 2025, compared to the same quarter of 2024.
Current filing · verify on EDGAR →
Advertising and other investment rate increased by 6 basis points to 2.9% during the second quarter of 2026, compared to the same period of 2025, as advertising and other revenue grew faster than GTV.
Q2 FY26 advertising and other investment rate rose 6 bps to 2.9% (vs. Q2 FY25: flat at 2.8%). The current period shows advertising revenue outpacing GTV growth, indicating stronger monetization of the platform's advertising inventory and brand-partner engagement.
Added in current filing · verify on EDGAR →
In the second quarter of 2026, free cash flow increased to $480 million, or 156%, compared to the same period of 2025, primarily due to a large accounts receivable balance collected in the second quarter of 2026 compared to higher accounts receivable balances outstanding in the second quarter of 2025.
Q2 FY26 free cash flow was $480M, up 156% YoY. The baseline did not provide a Q2 FY25 free cash flow narrative in the Key Financial Highlights section, but the reconciliation table shows Q2 FY25 free cash flow was $187M. The current filing attributes the surge to collection of a large accounts receivable balance, indicating strong working-capital management and timing benefits.
Added in current filing · verify on EDGAR →
On May 1, 2026, we entered into a revolving credit agreement with certain lenders (the “Credit Agreement”), which provides for a $500 million unsecured revolving credit facility maturing on April 30, 2031. We are also required to pay a commitment fee of 0.10% per annum on the average daily unused amount of the revolving commitments. As of June 30, 2026, we were in compliance with all covenants under the Credit Agreement and there were no revolving loans outstanding.
The company entered into a new $500M unsecured revolving credit facility in May 2026, maturing April 2031. As of June 30, 2026, no borrowings were outstanding and the company was in compliance with all covenants. This provides additional liquidity optionality and financial flexibility, though the facility is currently undrawn.
Previous filing · verify on EDGAR →
In June 2024, our board of directors authorized a share repurchase program to purchase up to an aggregate of $500 million of our common stock, which was subsequently increased to $750 million and later $1 billion in November 2024 and May 2025, respectively.
Current filing · verify on EDGAR →
In June 2024, our board of directors authorized a $500 million share repurchase program, which was subsequently increased to $750 million, $1 billion, $2.5 billion, and $3.5 billion in November 2024, May 2025, November 2025, and April 2026, respectively.
The buyback authorization was increased from $1B (as of Q2 FY25) to $3.5B (as of Q2 FY26), with two additional increases in November 2025 ($2.5B) and April 2026 ($3.5B). This reflects strong cash generation and board confidence in returning capital to shareholders. The current filing also discloses $683M in repurchases for the six months ended June 30, 2026 (vs. $205M for the six months ended June 30, 2025).
Previous filing · verify on EDGAR →
Cost of revenue primarily consists of third-party payment processing fees, expenses related to payment chargebacks, hosting fees, insurance costs attributed to fulfillment, compensation costs of our employees primarily involved in fulfillment, depreciation expense, and amortization expense of technology-related intangible assets and capitalized internal-use software. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
Current filing · verify on EDGAR →
Cost of revenue primarily consists of third-party payment processing fees, depreciation expense and amortization expense of capitalized internal-use software and technology-related intangible assets, hosting fees, insurance costs attributed to fulfillment, payments to publishers, and expenses related to cancellations. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
The current filing removed "expenses related to payment chargebacks" and "compensation costs of our employees primarily involved in fulfillment" from the cost-of-revenue description, and added "payments to publishers" and "expenses related to cancellations." This reflects a shift in cost-of-revenue composition, likely due to changes in the advertising business model (publisher payments) and operational focus (cancellations vs. chargebacks). The removal of fulfillment-employee compensation may indicate a shift to contractor-based fulfillment or reclassification.
Added in current filing · view on EDGAR → · paraphrased
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, including the restoration of immediate expensing of domestic Research and Experimental expenditures and modification of certain international tax frameworks. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our condensed consolidated financial statements.
The current filing discloses the July 4, 2025 enactment of the One Big Beautiful Bill Act (OBBBA), which includes permanent extension of certain Tax Cuts and Jobs Act provisions (including immediate R&D expensing) and international tax framework changes. The company is assessing the impact. This is a new tax-law development with potential cash-tax and financial-statement implications.
Previous filing · verify on EDGAR →
As of June 30, 2025, we had cash and cash equivalents of $1.5 billion and marketable securities of $109 million which were primarily held for working capital purposes.
Current filing · verify on EDGAR →
As of June 30, 2026, we had cash and cash equivalents of $757 million and marketable securities of $128 million, which were primarily held for working capital purposes.
Cash and cash equivalents declined from $1.5B (June 30, 2025) to $757M (June 30, 2026), while marketable securities increased slightly from $109M to $128M. The net decline in cash is primarily attributable to the $683M in share repurchases during the six months ended June 30, 2026 (vs. $205M in the prior-year period). Despite the cash decline, the company maintains strong liquidity and generated $762M in operating cash flow for the six months ended June 30, 2026.
Previous filing · verify on EDGAR →
Although we have generated profit in recent periods, including net income of $222 million for the six months ended June 30, 2025, we have historically experienced significant net losses as reflected in our accumulated deficit of $3.6 billion as of June 30, 2025.
Current filing · verify on EDGAR →
Although we have generated profit in recent periods, including net income of $256 million for the six months ended June 30, 2026, we have historically experienced significant net losses as reflected in our accumulated deficit of $5.0 billion as of June 30, 2026.
Accumulated deficit increased from $3.6B (June 30, 2025) to $5.0B (June 30, 2026), a $1.4B increase. This is driven by the $683M in share repurchases (which reduce retained earnings) and other equity transactions, not by operating losses — the company generated $757 million in net income for the six months ended June 30, 2026. The increase in accumulated deficit reflects capital-return activity, not deteriorating profitability.
Show 7 minor / wording changes
Previous filing · verify on EDGAR →
Our business, financial condition, customer acquisition and retention, and key business metrics, including GTV and orders, may be impacted by macroeconomic trends affecting our markets and industry and consumer shopping habits, such as inflation or interest rate fluctuations, the effects of supply chain challenges, the impact of trade policies enacted or proposed by the United States, such as tariffs or other trade restrictions, and uncertainty related thereto, geopolitical conflicts, regulatory changes, uncertainty regarding an economic recession and associated decreases in consumer discretionary income, and the effects of severe weather patterns.
Current filing · verify on EDGAR →
Our business, financial condition, customer acquisition and retention, and key business metrics, including GTV and orders, may be impacted by macroeconomic trends affecting our markets and industry and consumer shopping habits, such as inflation and interest rate fluctuations, the effects of supply chain challenges, the impact of trade policies enacted or proposed by the United States, such as tariffs or other trade restrictions, and uncertainty related thereto, geopolitical conflicts, regulatory changes, uncertainty regarding an economic recession and its impact on consumer behavior, and the effects of severe weather patterns.
The current filing changed "associated decreases in consumer discretionary income" to "its impact on consumer behavior," broadening the recession-risk language from a specific income-reduction concern to a more general behavioral-impact framing. The change is descriptive, not a signal of changed economic conditions.
Removed from previous filing · verify on EDGAR →
As previously announced, Fidji Simo has resigned as our Chief Executive Officer and President, to take effect on August 15, 2025, and we have appointed Chris Rogers to serve as our Chief Executive Officer and President, and a member of our board of directors, effective as of such date. Ms. Simo will continue to serve as Chair of our board of directors following her resignation.
The baseline Q2 FY25 filing disclosed the CEO transition (Fidji Simo to Chris Rogers, effective August 15, 2025). The current Q2 FY26 filing omits this disclosure because the transition is now complete and integrated into the operating run-rate — the announcement is no longer current news. This is a lifecycle removal, not a material change.
Previous filing · verify on EDGAR →
Operations and support expense primarily consists of compensation costs for employees who support our operations, costs of customer and shopper support, costs to attract and onboard new shoppers, allocations of various overhead and occupancy costs, and depreciation and amortization expense. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
Current filing · verify on EDGAR →
Operations and support expense primarily consists of compensation costs for employees who support our operations, costs of customer and shopper support, costs to attract and onboard new shoppers, expenses related to software and subscriptions, and depreciation and amortization expense. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
The current filing replaced "allocations of various overhead and occupancy costs" with "expenses related to software and subscriptions." This is a descriptive update reflecting a shift in how the company categorizes or incurs operations-and-support costs, likely due to increased software/SaaS spend or a reclassification of overhead allocations.
Previous filing · verify on EDGAR →
Research and development expense primarily consists of compensation costs for our engineering employees, third-party consulting fees, allocations of various overhead and occupancy costs, and depreciation and amortization expense. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
Current filing · verify on EDGAR →
Research and development expense primarily consists of compensation costs for our engineering employees, costs related to subscriptions and software, hosting fees attributed to research and development, third-party consulting fees, and depreciation and amortization expense. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
The current filing added "costs related to subscriptions and software" and "hosting fees attributed to research and development," and removed "allocations of various overhead and occupancy costs." This reflects a more granular disclosure of R&D cost drivers, likely due to increased cloud/SaaS infrastructure spend supporting engineering activities.
Previous filing · verify on EDGAR →
Sales and marketing expense primarily consists of advertising expenses, such as paid marketing, compensation costs for sales and marketing employees, third-party consulting fees, allocations of various overhead and occupancy costs, depreciation expense, and amortization expense of customer relationship intangible assets. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
Current filing · verify on EDGAR →
Sales and marketing expense primarily consists of advertising expenses, such as paid marketing, compensation costs for sales and marketing employees, third-party consulting fees, amortization expense of customer relationship intangible assets, and depreciation expense. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
The current filing removed "allocations of various overhead and occupancy costs" from the sales-and-marketing expense description. This is a minor descriptive update, likely reflecting a reclassification or simplification of how overhead is allocated or disclosed.
Previous filing · verify on EDGAR →
General and administrative expense primarily consists of compensation costs for administrative employees, including finance and accounting, human resources, policy, and legal; third-party consulting fees; allocations of various overhead and occupancy costs; depreciation expense; amortization expense of patents and trademarks; and taxes. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
Current filing · verify on EDGAR →
General and administrative expense primarily consists of compensation costs for administrative employees, including finance and accounting, human resources, policy, and legal; legal, regulatory, and policy expenses; third-party consulting fees; depreciation expense; amortization expense of patents and trademarks; and taxes. Compensation costs include salaries, taxes, benefits, bonuses, and stock-based compensation expense.
The current filing added "legal, regulatory, and policy expenses" as a standalone line item and removed "allocations of various overhead and occupancy costs." This reflects a more explicit disclosure of legal/regulatory costs, likely due to their materiality or investor focus on these expenses.
Removed from previous filing · verify on EDGAR →
In April 2023 and 2024, certain employees elected to receive cash in lieu of a portion of certain future equity awards to be granted by our board of directors, and as a result, cash compensation expense and stock-based compensation expense within operations and support, research and development, sales and marketing, and general and administrative expenses have fluctuated and are expected to continue to fluctuate over the near term.
The baseline disclosed that certain employees elected cash in lieu of equity in April 2023 and 2024, causing near-term fluctuations in cash and stock-based compensation. The current filing omits this disclosure, indicating the one-time elections are no longer a material driver of expense fluctuations. This is a lifecycle removal.
Notes
New $500M credit facility, $3.5B buyback program (up from $1B), FTC consent order finalized ($60M paid), and Wynshop acquisition details.
Added in current filing · verify on EDGAR →
On May 1, 2026, the Company entered into a revolving credit agreement with certain lenders (the “Credit Agreement”), providing for a $500 million unsecured revolving credit facility maturing on April 30, 2031, with a sublimit for the issuance of letters of credit in an aggregate face amount of up to $150 million, which reduce the amount the Company can borrow. Proceeds from any borrowings under the Credit Agreement may be used for working capital and general corporate purposes. The Company is required to pay a commitment fee of 0.10% per annum on the average daily unused amount of the revolving commitments.
The company established a new $500 million unsecured revolving credit facility in May 2026, maturing in 2031. The facility includes a $150 million letter-of-credit sublimit and carries a 0.10% annual commitment fee on unused capacity. As of June 30, 2026, no borrowings were outstanding. This provides additional liquidity and financial flexibility for working capital and general corporate purposes.
Previous filing · verify on EDGAR →
In June 2024, the Company’s board of directors authorized a $500 million share repurchase program, which was subsequently increased to $750 million and later $1 billion in November 2024 and May 2025, respectively.
Current filing · verify on EDGAR →
In June 2024, the Company’s board of directors authorized a $500 million share repurchase program, which was subsequently increased to $750 million, $1 billion, $2.5 billion, and $3.5 billion in November 2024, May 2025, November 2025, and April 2026, respectively.
The board increased the share repurchase authorization from $1 billion (as of the prior filing) to $3.5 billion through two additional increases: $2.5 billion in November 2025 and $3.5 billion in April 2026. As of June 30, 2026, $998 million remained available under the program. This reflects significantly expanded capital-return capacity and management's confidence in cash generation.
Added in current filing · verify on EDGAR →
On November 10, 2025, the Company entered into the ASR Agreement with a third-party financial institution to repurchase $250 million of the Company’s common stock. Pursuant to the terms of the ASR Agreement, the Company paid $250 million to the financial institution and received and immediately retired an initial delivery of 5,357,621 shares of common stock on November 12, 2025, representing 80% of the value of the $250 million payment. As of December 31, 2025, $50 million of the ASR Agreement was reflected as a forward contract within stockholders’ equity on the consolidated balance sheet. In January 2026, repurchases under the ASR Agreement were completed. The final number of shares of common stock repurchased was based on the VWAP of the Company’s common stock during the repurchase period, less a negotiated discount. The Company received and immediately retired an additional 553,349 shares in January 2026.
The company entered into a $250 million accelerated share repurchase agreement in November 2025, receiving an initial 5.4 million shares (80% of the value) immediately and an additional 553,349 shares upon completion in January 2026. The ASR was fully settled in the current period, contributing to the year-to-date repurchase total of 17.2 million shares for $683M (including the ASR and open-market purchases).
Previous filing · verify on EDGAR →
In July 2025, staff of the Federal Trade Commission (“FTC”) asserted they had authority to enter into consent negotiations with the Company relating to certain of its marketing and Instacart+ membership program practices. Although the Company disagrees with the FTC staff’s positions, the Company is engaged in discussions to explore a potential resolution. If the Company is unable to reach a resolution, the FTC may proceed with litigation, which the Company is prepared to contest vigorously. The defense and resolution of this matter could give rise to significant costs. This matter could result in remedies or compliance requirements that may adversely affect the Company’s operating performance and/or have a material adverse impact on its financial results. At this time, the Company is unable to estimate any range of reasonably possible losses.
Current filing · verify on EDGAR →
In July 2025, staff of the Federal Trade Commission (“FTC”) asserted they had authority to enter into consent negotiations with the Company relating to certain of its marketing and Instacart+ membership program practices. Following extensive discussions with staff of the FTC, the Company agreed to enter into a consent order to conclude the FTC’s investigation, which became final on January 13, 2026. The consent order does not include any admission of liability. Pursuant to the consent order, the Company is required to pay $60 million to the FTC, which was included in accrued and other current liabilities on the consolidated balance sheet as of December 31, 2025, and subsequently paid in January 2026.
The FTC investigation was resolved via a consent order finalized in January 2026. The company paid $60 million (accrued as of December 31, 2025 and paid in January 2026) without admitting liability. The prior filing disclosed ongoing negotiations with uncertain outcomes and potential litigation; the current filing confirms the matter is closed. This removes a regulatory overhang and quantifies the financial impact.
Previous filing · verify on EDGAR →
During the three months ended June 30, 2024 and 2025, the loss recognized related to these claims was immaterial. During the six months ended June 30, 2024 and 2025, the Company recognized a loss related to these claims of $7 million and $45 million, respectively.
Current filing · verify on EDGAR →
For the three months ended June 30, 2025 and 2026, the Company recognized a loss of an immaterial amount and a net reserve release of $14 million related to these claims, respectively. For the six months ended June 30, 2025 and 2026, the Company recognized a loss of $45 million and a net reserve release of $10 million related to these claims, respectively.
For the six months ended June 30, 2026, the company recognized a net reserve release of $10 million (versus a $45 million loss in the prior-year period), reflecting favorable resolution or reassessment of outstanding claims. The Q2 2026 quarter alone saw a $14 million reserve release. This suggests improving litigation outcomes or settlements below previously-reserved amounts, reducing legal expense.
Show 5 minor / wording changes
Removed from previous filing · verify on EDGAR →
On January 25, 2024, a purported stockholder filed suit against the Company and certain of the Company’s current and former officers and directors in the Northern District of California, on behalf of a putative class of purchasers of the Company’s common stock in its initial public offering (“IPO”) or between September 19, 2023 and October 1, 2023. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended in connection with the Company’s IPO, and seeks damages and attorneys’ fees, among other things. An amended complaint also added the underwriters of the Company’s IPO as defendants. On October 29, 2024, the Company filed a motion to dismiss the amended complaint, which the court granted on May 9, 2025 with leave to amend. On May 30, 2025, plaintiffs agreed to dismiss the case with prejudice, without receiving any compensation.
The securities litigation related to the IPO was dismissed with prejudice in May 2025, with plaintiffs receiving no compensation. The current filing no longer discloses this matter, consistent with its final resolution. This is a lifecycle removal — the litigation concluded favorably and is no longer an active legal matter.
Previous filing · verify on EDGAR →
The purchase consideration was $105 million in cash.
Current filing · verify on EDGAR →
The purchase consideration was $106 million in cash.
The Wynshop acquisition purchase price was finalized at $106 million (up from the preliminary $105 million disclosed in the prior filing). This is a minor adjustment to the total consideration as the purchase accounting was completed. The allocation to goodwill, intangibles, and other assets remains substantially unchanged.
Removed from previous filing · verify on EDGAR →
The purchase accounting for the acquisition is considered preliminary with respect to certain assets acquired and liabilities assumed. Additionally, identifiable intangible assets, deferred tax assets and liabilities, and purchase consideration, may be adjusted as the Company continues to gather and evaluate information about circumstances that existed as of the acquisition date. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.
The current filing no longer includes the preliminary-purchase-accounting disclosure that appeared in the baseline. This indicates the Wynshop acquisition purchase accounting has been finalized (within the one-year measurement period ending April 30, 2026). The final allocation is $106M total consideration, $75M goodwill, $40M intangibles, with no material adjustments from the preliminary figures.
Removed from previous filing · verify on EDGAR →
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA introduces changes to U.S. tax law, with certain provisions applicable to the Company beginning in 2025. These changes include the immediate expensing of domestic research and experimental expenditures, accelerated tax deductions for qualified property, and modifications to certain international tax frameworks. The effects of changes in tax rates and laws on deferred tax balances will be recognized in the period in which the legislation is enacted. The Company is currently assessing the impact of these changes on its condensed consolidated financial statements.
The baseline filing disclosed the July 2025 enactment of the One Big Beautiful Bill Act, which introduced immediate R&D expensing, accelerated depreciation, and international tax changes. The current filing no longer mentions this disclosure, consistent with the law's enactment occurring in the prior period. The company's assessment of the impact is ongoing, and any material effects would be reflected in the tax provision or deferred tax balances in subsequent periods.
Previous filing · verify on EDGAR →
The Company has considered the impacts of macroeconomic trends affecting the Company’s markets and industry and consumer shopping habits, such as inflation or interest rate fluctuations, the effects of supply chain challenges, the impact of trade policies enacted or proposed by the United States, such as tariffs or other trade restrictions, and uncertainty related thereto, geopolitical conflicts, regulatory changes, uncertainty regarding an economic recession and associated decreases in consumer discretionary income, and the effects of severe weather patterns on the assumptions and inputs supporting certain of the Company’s estimates, assumptions, and judgments.
Current filing · verify on EDGAR →
The Company has considered the impacts of macroeconomic trends affecting the Company’s markets and industry and consumer shopping habits, such as inflation and interest rate fluctuations, the effects of supply chain challenges, the impact of trade policies enacted or proposed by the United States (“U.S.”), such as tariffs or other trade restrictions, and uncertainty related thereto, geopolitical conflicts, regulatory changes, uncertainty regarding an economic recession and its impact on consumer behavior, and the effects of severe weather patterns on the assumptions and inputs supporting certain of the Company’s estimates, assumptions, and judgments.
The current filing broadened the macroeconomic risk-factor language from "uncertainty regarding an economic recession and associated decreases in consumer discretionary income" to "uncertainty regarding an economic recession and its impact on consumer behavior." This is a minor wording update that generalizes the recession-impact description without changing the underlying risk assessment. No new macroeconomic factors were added or removed.
Risk Factors
Routine 10-Q Item 1A update with minor wording edits; no new material risks disclosed.
Added in current filing · verify on EDGAR →
Artificial intelligence and machine learning technologies, including our use of such technologies and use of such technologies by our competitors, could result in reputational harm, competitive harm, or legal liability, and could adversely affect our results of operations.
New risk factor added to the summary list addressing AI/ML technologies. The filing now explicitly flags potential reputational harm, competitive harm, or legal liability from the company's use of AI/ML and competitors' use of such technologies. This is a new disclosure topic not present in the prior-year 10-Q summary.
Previous filing · verify on EDGAR →
If 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.
Current filing · verify on EDGAR →
Our business is subject to various laws and regulations, including those related to the contractor status of shoppers and requirements to engage shoppers, which may change or increase over time and subject us to increased compliance costs and liabilities.
The summary-level risk factor on shopper classification has been reworded from a conditional challenge scenario to a broader statement about laws and regulations that may change or increase compliance costs. The baseline framed it as a challenge risk; the current version frames it as an evolving regulatory landscape. This is a tone shift toward a more general regulatory-compliance framing rather than a specific litigation/challenge risk.
Previous filing · verify on EDGAR →
In addition, existing and future operational and strategic initiatives may have lengthy return on investment time horizons, such as brand marketing campaigns, new marketing, merchandising and consumer awareness strategies, and Connected Stores.
Current filing · verify on EDGAR →
In addition, existing and future operational and strategic initiatives may have lengthy return on investment time horizons, such as brand marketing campaigns, new marketing, merchandising and consumer awareness strategies, Connected Stores, AI Solutions, and international expansion.
The current version adds "AI Solutions" and "international expansion" to the list of long-ROI strategic initiatives. The baseline listed only brand marketing, merchandising strategies, and Connected Stores. This is an expansion of the disclosed long-term investment areas, reflecting the company's ongoing AI and international growth initiatives.
Previous filing · verify on EDGAR →
For example, as we continue to expand our business, we have introduced and scaled new features, use cases (such as convenience and restaurants), fulfillment options (such as pickup and priority), and functionalities in our offerings (such as flyers and loyalty programs), and made strategic investments in new technologies and initiatives (such as our enterprise offerings, including Connected Stores).
Current filing · verify on EDGAR →
For example, as we continue to expand our business, we have introduced and scaled new features, use cases (such as convenience and restaurants), fulfillment options (such as pickup and priority), and functionalities in our offerings (such as flyers and loyalty programs), and made strategic investments in new technologies and initiatives (such as our enterprise offerings, including AI Solutions).
The baseline listed "Connected Stores" as the example enterprise offering; the current version replaces it with "AI Solutions." This reflects a shift in the company's strategic investment focus or disclosure emphasis from Connected Stores to AI Solutions as the flagship enterprise technology initiative.
Previous filing · verify on EDGAR →
In addition, we continue to invest in strategic initiatives such as Instacart Business and Instacart Health to expand the scope of our business.
Current filing · verify on EDGAR →
In addition, we continue to invest in international expansion and strategic initiatives such as Instacart Business and Instacart Health to expand the scope of our business.
The current version explicitly adds "international expansion" as a separate investment area alongside Instacart Business and Instacart Health. The baseline did not call out international expansion in this sentence. This is a disclosure update highlighting international growth as a distinct strategic initiative.
Previous filing · verify on EDGAR →
For example, we may experience fluctuations in our growth due to changes in average order value as a result of promoting Instacart+ to customers to increase customer loyalty and order volume, new or updates to our pricing strategy or other strategic initiatives.
Current filing · verify on EDGAR →
For example, we may experience fluctuations in our growth due to changes in average order value as a result of restaurant orders and lowered basket minimums for Instacart+ members to receive $0 delivery fees, new or updated pricing strategies, or other strategic initiatives.
The baseline attributed AOV fluctuations to "promoting Instacart+ to customers to increase customer loyalty and order volume." The current version attributes them to "restaurant orders and lowered basket minimums for Instacart+ members to receive $0 delivery fees." This is a more specific operational explanation for AOV changes, reflecting the company's restaurant expansion and Instacart+ benefit adjustments.
Previous filing · verify on EDGAR →
enhance Instacart with new offerings, including through partnerships, use cases, features, including flyers and loyalty programs, fulfillment options, member benefits, such as unlimited $0 delivery fees on orders over a certain size, and other exclusive benefits for Instacart+ members, and functionality, including through strategic investments and expanded technologies, such as Connected Stores;
Current filing · verify on EDGAR →
enhance Instacart with new offerings, including through partnerships, use cases, features, including flyers and loyalty programs, fulfillment options, member benefits, such as unlimited $0 delivery fees on orders over a certain size, and other exclusive benefits for Instacart+ members, and functionality, including through strategic investments and expanded technologies, such as AI Solutions;
The baseline listed "Connected Stores" as the example of strategic investments and expanded technologies; the current version replaces it with "AI Solutions." This is the same shift seen earlier in the filing, reflecting a change in the company's disclosure emphasis from Connected Stores to AI Solutions as the flagship technology investment.
Previous filing · verify on EDGAR →
invest in our operations to continue scaling our business to achieve and sustain long-term efficiencies.
Current filing · verify on EDGAR →
invest in our operations to continue scaling our business and expanding internationally to achieve and sustain long-term efficiencies.
The current version adds "and expanding internationally" to the cost-management and scaling discussion. The baseline did not mention international expansion in this context. This is a disclosure update highlighting international growth as a cost and operational investment area.
Show 11 minor / wording changes
Previous filing · verify on EDGAR →
Although we have generated profit in recent periods, including net income of $457 million for the year ended December 31, 2024, we have historically experienced significant net losses, including a net loss of $1.6 billion for the year ended December 31, 2023, primarily as a result of stock-based compensation expense we recognized in connection with the vesting of certain restricted stock units (“RSUs”) and vesting of restricted stock in connection with our IPO. As of December 31, 2024, we had an accumulated deficit of $3.6 billion.
Current filing · verify on EDGAR →
Although we have generated profit in recent periods, including net income of $457 million and $447 million for the years ended December 31, 2024 and 2025, respectively, we have historically experienced significant net losses, including a net loss of $1.6 billion for the year ended December 31, 2023, primarily as a result of stock-based compensation expense we recognized in connection with the vesting of certain restricted stock units (“RSUs”) and vesting of restricted stock in connection with our initial public offering (“IPO”). As of December 31, 2025, we had an accumulated deficit of $4.5 billion.
Updated to reflect FY2025 net income of $447 million and an accumulated deficit of $4.5 billion as of December 31, 2025 (up from $3.6 billion as of December 31, 2024). The company remains profitable on a net-income basis for the second consecutive year, though the accumulated deficit increased by $900 million. This is a routine annual update to historical financial figures in the risk factor.
Previous filing · verify on EDGAR →
cost of using Instacart, including customer fees, compared to in-store shopping or other alternatives, particularly for lower income consumers;
Current filing · verify on EDGAR →
cost of using Instacart compared to in-store shopping or other alternatives, including as a result of customer fees and differences between online and in-store prices and promotions;
The baseline version explicitly called out "particularly for lower income consumers" as a cost-sensitivity concern. The current version removes that demographic callout and instead adds "differences between online and in-store prices and promotions" as a cost factor. This is a broadening of the cost-comparison language and a removal of the explicit lower-income demographic focus.
Previous filing · verify on EDGAR →
market acceptance of online grocery shopping and smart carts;
Current filing · verify on EDGAR →
market acceptance of online grocery shopping and our in-store technology offerings;
The baseline referred to "smart carts" as the in-store technology example; the current version generalizes to "in-store technology offerings." This is a minor wording update that broadens the category beyond a single product name.
Previous filing · verify on EDGAR →
We may also fail to retain customers or experience reduced demand for our services due to negative impacts to our reputation and brand, including due to complaints and negative publicity about us, our offerings, or our competitors, even if factually incorrect or based on isolated incidents. For example, if we are unable to increase shopper availability during demand surges, including due to inclement weather or future public health outbreaks, customers may experience delays in receiving orders or incorrect order fulfillment, which may harm our brand and reputation. In addition, inventory shortages at our retail partners’ stores, which are not within our control, may also negatively impact consumers’ perception of our offerings. In particular, disruptions in the global supply chain, including those resulting from labor shortages or disputes, closures of manufacturing facilities, transportation restrictions and limitations, war and international conflicts, and increased demand for certain consumer products, have limited, and may continue to limit, the ability of our retail partners to obtain products, maintain stock of such products in a timely and cost-efficient manner, and otherwise respond to consumer demands. Although we do not carry grocery or other retail products as inventory, and as a result, we are not directly impacted by supply chain disruptions to those products, shortages of such products have in the past resulted in, and may in the future result in, higher rates of out of stock items and delivery delays by shoppers, which have in the past resulted in, and may in the future result in, more customer cancellations and redeliveries, fewer customer orders or smaller orders, and overall customer dissatisfaction.
Current filing · verify on EDGAR →
•negative publicity related to our brand, including as a result of safety incidents, dissatisfaction with our offerings, and other events; •actual or perceived public policy positions; •failure to maintain good relationships with shoppers resulting in fewer shoppers available for customers, particularly during peak demand; or •dissatisfaction with the user experience on o
The supply chain disruptions and inventory shortages risk factor language was retained and updated (reorganized/edited, not rescinded).
Previous filing · verify on EDGAR →
In November 2023, we announced that our board of directors approved a share repurchase program with authorization to purchase up to $500 million of our common stock, at management’s discretion, which was subsequently increased to $1 billion in February 2024 and used in its entirety during 2024. In June 2024, we announced that our board of directors authorized a new $500 million share repurchase program, which was subsequently increased to $750 million and later $1 billion in November 2024 and May 2025, respectively. Repurchases under this new program may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors.
Current filing · verify on EDGAR →
Our board of directors has authorized a share repurchase program, under which repurchases may be made from time to time through open market purchases, accelerated share repurchase programs, privately negotiated transactions, or any other transactions in accordance with applicable federal securities laws, subject to market conditions, applicable legal requirements, and other relevant factors.
The baseline provided a detailed history of the share repurchase program authorizations and increases (Nov 2023 $500M → $1B used in 2024; Jun 2024 $500M → $683M → $1B by May 2025). The current version removes all historical detail and simply states that the board has authorized a program with various repurchase methods. This is a simplification that removes the timeline and dollar-amount history. The current version also adds "accelerated share repurchase programs" and "any other transactions" as repurchase methods. This is a routine disclosure update that removes historical detail no longer needed in the 10-Q risk factor.
Previous filing · verify on EDGAR →
the inclusion, exclusion, or deletion of our stock from any trading indices, including the S&P 400 Index, to which we were recently added; and
Current filing · verify on EDGAR →
the inclusion, exclusion, or deletion of our stock from any trading indices, including the S&P 400 Index; and
The baseline noted "to which we were recently added" when referencing the S&P 400 Index. The current version removes that phrase. This is a lifecycle removal: the "recently added" language was topical when the inclusion was fresh news; a year later, it is no longer "recent" and the phrase is dropped. The index-inclusion risk factor itself remains.
Previous filing · verify on EDGAR →
As a public company, we are subject to the reporting requirements of the Exchange Act, the listing standards of Nasdaq Global Select Market, and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems, and resources.
Current filing · verify on EDGAR →
As a public company, we are subject to the reporting requirements of the Exchange Act, the listing standards of the Nasdaq Global Select Market, and other applicable securities rules and regulations. Complying with these complex and evolving rules and regulations has increased and may continue to increase our legal, accounting, and financial compliance costs and the demand on our systems and resources, as well as divert management’s time and attention from other business concerns, which could harm our business, results of operations, and financial condition.
The baseline used forward-looking language ("We expect that the requirements... will continue to increase"). The current version uses present/past tense ("Complying... has increased and may continue to increase") and adds "divert management's time and attention" as a specific harm. This is a tone shift from prospective to realized compliance burden, reflecting the company's experience as a public company over the past two years.
Previous filing · verify on EDGAR →
Furthermore, several members of our management team do not have prior experience in running a public company. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses.
Current filing · verify on EDGAR →
the demand on our systems and resources, as well as divert management’s time and attention from other business concerns, which could harm our business, results of operations, and financial condition. Several members of our management team do not have prior experience in running a public company.
The public company compliance and management experience risk factor language was retained and updated (reorganized/edited, not rescinded).
Previous filing · verify on EDGAR →
In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We have invested and intend to continue investing substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expense and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being subject to these new rules and regulations has made it more expensive for us to obtain director and officer liability insurance, and we have incurred substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly members who can serve on our audit committee and compensation committee, and qualified executive officers.
Current filing · verify on EDGAR →
r management team do not have prior experience in running a public company. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
The evolving laws and regulations risk factor language was retained and updated (reorganized/edited, not rescinded).
Previous filing · verify on EDGAR →
As a result of the disclosure obligations required of a public company, our business and financial condition are more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations, and financial condition would be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, would divert the resources of our management and harm our business, results of operations, and financial condition.
Current filing · verify on EDGAR →
eased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations, and financial condition would be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, would divert the resource
The visibility and litigation risk risk factor language was retained and updated (reorganized/edited, not rescinded).
Previous filing · verify on EDGAR →
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act (“Section 404”), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of each fiscal year. This assessment includes disclosure of any material weaknesses in our internal control over financial reporting identified by our management. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting. Our compliance with Section 404 requires that we incur substantial expenses and expend significant management efforts. We have established an internal audit group, and as we continue to grow, we will hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and update the system and process documentation necessary to perform the evaluation needed to comply with Section 404.
Current filing · verify on EDGAR →
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of each fiscal year. This assessment includes disclosure of any material weaknesses in our internal control over financial reporting identified by our management. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.
The baseline described Section 404 compliance as requiring "substantial expenses and expend significant management efforts" and noted the establishment of an internal audit group and plans to hire additional staff. The current version removes the internal-audit-group and hiring language and instead states that the company "has expended, and anticipates that we will continue to expend, significant resources." This is a shift from forward-looking ("we will hire") to realized/ongoing ("we have expended"). This reflects the company's maturation as a public company; the internal audit group is now established and the hiring is complete, so the forward-looking language is no longer needed.
Financial Statements
Primary statements from SEC XBRL (companyfacts). Labels and figures as reported — not generated by the model.
Consolidated Statements of Operations (Unaudited)
| Description | Q2 ended Jun 30, 2026 | Q2 ended Jun 30, 2025 |
|---|---|---|
| Revenue: | ||
| Total revenue / net sales | 1,043 | 914.0 |
| Cost of revenue / cost of sales | 292.0 | 236.0 |
| Gross profit | 751.0 | 678.0 |
| Operating expenses: | ||
| Sales and marketing | 233.0 | 217.0 |
| Research and development | 202.0 | 166.0 |
| General and administrative | 98.0 | 106.0 |
| Total operating expenses | 608.0 | 554.0 |
| Operating income | 143.0 | 124.0 |
| Other income/(expense), net | (1.0) | 3.0 |
| Income before income taxes | 142.0 | |
| Income tax expense/(benefit) | 36.0 | 26.0 |
| Net income | 111.0 | 116.0 |
| Basic earnings per share | 0.46 | 0.43 |
| Diluted earnings per share | 0.45 | 0.41 |
Consolidated Balance Sheets (Unaudited)
| Description | Jun 30, 2026 | Jun 30, 2025 |
|---|---|---|
| Current assets: | ||
| Cash and equivalents | 757.0 | 1,489 |
| Short-term investments | 93.0 | 109.0 |
| Accounts receivable, net | 979.0 | 1,043 |
| Prepaid expenses and other current assets | 171.0 | 127.0 |
| Other current assets | 117.0 | 122.0 |
| Total current assets | 2,117 | 2,890 |
| Property, plant and equipment, net | 218.0 | 221.0 |
| Operating lease right-of-use assets, net | 27.0 | 33.0 |
| Finite-lived intangible assets, net | 66.0 | 81.0 |
| Goodwill | 412.0 | 392.0 |
| Deferred income taxes and other assets | 596.0 | 775.0 |
| Other long-term assets | 74.0 | 41.0 |
| TOTAL ASSETS | 3,510 | 4,433 |
| Current liabilities: | ||
| Accounts payable | 62.0 | 69.0 |
| Current portion of operating lease liabilities | 3.0 | 3.0 |
| Accrued liabilities | 631.0 | 579.0 |
| Deferred revenue, current | 232.0 | 220.0 |
| Total current liabilities | 929.0 | 871.0 |
| Operating lease liabilities | 31.0 | 34.0 |
| Deferred income taxes and other liabilities | 27.0 | 37.0 |
| Total liabilities | 988.0 | 942.0 |
| Shareholders' equity: | ||
| Common stock | — | — |
| Capital in excess of stated value | 7,289 | 6,869 |
| Accumulated other comprehensive income (loss) | (7.0) | (1.0) |
| Retained earnings (deficit) | (4,959) | (3,568) |
| Total shareholders' equity | 2,322 | 3,299 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 3,510 | 4,433 |
Consolidated Statements of Cash Flows (Unaudited)
| Description | Six months ended Jun 30, 2026 | Six months ended Jun 30, 2025 |
|---|---|---|
| Operating Activities: | ||
| Net cash from operating activities | 762.0 | 501.0 |
| Investing Activities: | ||
| Net cash from investing activities | (56.0) | (156.0) |
| Financing Activities: | ||
| Net cash from financing activities | (655.0) | (175.0) |
| Net increase/(decrease) in cash | 47.0 | 176.0 |
Amounts in millions USD; EPS as reported. Line labels are presentation-friendly mappings of filer XBRL tags — not a re-audit of the full statements. Use EDGAR for interactive notes and detail. Interactive statements & notes on EDGAR ↗
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Aug 8, 2026 · How we verify