DEF 14A of Maplebear Inc., Apr 9, 2026

DEF 14A of Maplebear Inc.

Filed Apr 9, 2026 · FY20250001579091-26-000024

Open on EDGAR

  1. INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  2. Our Board of Directors

    Our Board of Directors The following table sets forth, for the Class III director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence, and position or office held with us as of April 1, 2026:

  3. Our Board of Directors

    | Name | Age | Independent(1) | Title | Current Term Expires | Expiration of Term for which Nominated | | Class III Director Nominees | | | | | | | Meredith Kopit Levien | 55 | | Director | 2026 | 2029 | | Lily Sarafan | 44 | | Director | 2026 | 2029 | | Class I Directors | | | | | | | Victoria Dolan | 66 | | Director | 2027 | | | Mary Beth Laughton | 49 | | Director | 2027 | | | Josh Silverman | 57 | | Director | 2027 | | | Class II Directors | | | | | | | Ravi Gupta | 44 | | Lead Independent Director | 2028 | | | Chris Rogers | 47 | | CEO and Chairperson | 2028 | | | Daniel Sundheim | 49 | | Director | 2028 | | | (1)As defined in the listing standards of The Nasdaq Stock Market. | | | | | |

  4. Our Board of Directors

    After providing several years of dedicated and valuable service, Michael Moritz’s term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Therefore, he is not represented above or in the sections below titled “—Director Skills and Experience” and “—Director Biographical Information.”

  5. Director Skills and Experience

    Director Skills and Experience Our Nominating and Corporate Governance Committee and our Board of Directors are committed to ensuring that our directors collectively possess a balanced mix of skills and qualifications that enable effective oversight of our mission, values, and business priorities. Below are the skills and qualifications that our Board of Directors considers to be important to Instacart as we continue to execute on our mission and advance our strategic objectives. The following table does not encompass all types of experience or skills possessed by our directors.

  6. Director Skills and Experience

    | | | Victoria Dolan | Ravi Gupta | Mary Beth Laughton | Meredith Kopit Levien | Chris Rogers | Lily Sarafan | Josh Silverman | Daniel Sundheim | | | Senior Leadership Leadership experience on public company boards, as chief executive officer, and/or in other senior leadership roles. | | | | | | | | | | | Financial Expertise Knowledge of financial markets, financing operations and accounting, and/or financial reporting processes. | | | | | | | | | | | Artificial Intelligence Experience in the strategic application and risks of artificial intelligence. | | | | | | | | | | | Cybersecurity & Data Privacy Experience in information security, data privacy protection, and risks associated with cybersecurity matters. | | | | | | | | | | | Growth & Business Transformation Experience leading high-growth technology companies, optimizing fulfillment networks, scaling businesses internationally, and/or executing strategic transactions. | | | | | | | | | | | Enterprise Technology Experience Expertise in enterprise technology for the retail industry. | | | | | | | | | | | Advertising, Sales & Marketing Experience with marketing strategies, brand development, and/or advertising. | | | | | | | | | | | CPG Experience Expertise in the consumer packaged goods industry. | | | | | | | | | | | Government, Policy & Regulatory Experience navigating complex governmental and regulatory affairs relevant to our business. | | | | | | | | |

  7. Director Biographical Information

    Director Biographical Information Set forth below is biographical information for the Class III director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our Board of Directors to recommend them for board service. Nominees for Election at the Annual Meeting

  8. Director Biographical Information

    | Meredith Kopit Levien CEO and President, The New York Times Company INDEPENDENT Director Since: October 2021 Committees: Audit, Compensation | Biography Since 2020, Ms. Kopit Levien has served as President and Chief Executive Officer of The New York Times Company, a media company, for which she previously served as Executive Vice President and Chief Operating Officer from 2017 to 2020, Executive Vice President and Chief Revenue Officer from 2015 to 2017, and Executive Vice President, Advertising from 2013 to 2015. Key Qualifications ● Extensive experience in the media and advertising industries ● Experience in the strategic application and risks of AI Other Public Company Directorships ● The New York Times Company Education ● B.A., University of Virginia |

  9. Director Biographical Information

    | Lily Sarafan Co-Founder and Executive Chair, TheKey INDEPENDENT Director Since: October 2021 Committees: Compensation, Nominating and Corporate Governance | Biography Since 2020, Ms. Sarafan has served as Executive Chair of TheKey LLC, a premium provider of in-home care, for which she previously served as Chief Executive Officer from when she co-founded the company in 2005 until 2020. Key Qualifications ● Extensive experience as a founder and executive ● Strong governance and leadership experience Other Public Company Directorships ● Serve Robotics, Inc. Education ● B.S. in Science, Technology, and Society, Stanford University ● M.S. in Management Science and Engineering, Stanford University |

  10. Director Biographical Information

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

  11. Director Biographical Information

    | Victoria Dolan Former CFO, Revlon INDEPENDENT Director Since: April 2024 Committees: Audit (Chairperson) | Biography Ms. Dolan served as Chief Financial Officer of Revlon, Inc., a personal care products company, from March 2018 to September 2022. From 2016 to 2018, Ms. Dolan served as Chief Transformation Officer of Colgate-Palmolive Company, a consumer products company, for which she also served as Corporate Controller and Principal Accounting Officer from 2011 to 2017 and as Vice President, Finance and Strategic Planning, European and South Pacific Division from 2008 to 2011. Before joining Colgate, Ms. Dolan held multiple management positions with Marriott International, Inc., a hospitality company, most recently as Executive Vice President and Chief Financial Officer of Marriott Vacation Club International, and The Coca-Cola Company, a beverage company. Ms. Dolan currently serves on the board of directors of Ideal Industries, Inc., an appliances, electrical, and electronics manufacturer. She previously served on the board of directors of Stericycle, Inc. from May 2023 until its acquisition by Waste Management, Inc. in November 2024. On June 15, 2022, Revlon, Inc. and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Key Qualifications ● Experience as a chief financial officer and a finance executive at large multinational companies ● Extensive senior executive experience at several consumer product companies Other Public Company Directorships ● Ranpak Holdings Corp. Education ● B.A. in Economics, University of California, Los Angeles ● M.B.A., Anderson School of Management at the University of California, Los Angeles |

  12. Director Biographical Information

    | Mary Beth Laughton CEO and President, REI INDEPENDENT Director Since: August 2024 Committees: Audit | Biography Since February 2025, Ms. Laughton has served as President of Recreational Equipment, Inc. (REI), an outdoor gear and apparel company, and since March 2025, she has also served as Chief Executive Officer and a member of the board of directors of REI. From August 2023 to January 2025, Ms. Laughton served as the Head of Nike Global Direct to Consumer at Nike, Inc., an athletic apparel and footwear company. From October 2019 to March 2023, Ms. Laughton served as President and Chief Executive Officer of Athleta LLC, a women’s activewear brand owned by Gap Inc. From 2012 to 2019, Ms. Laughton served in various roles at Sephora USA Inc., a personal care and beauty product retailer, including most recently as Executive Vice President of Omnichannel Retail. Before joining Sephora, Ms. Laughton held a variety of strategy, merchandising, and e-commerce roles at Nike. Key Qualifications ● Extensive experience leading high profile consumer brands ● Detailed knowledge regarding complex financial reporting matters Education ● B.S. in Accounting and Finance, Indiana University ● M.B.A., Harvard Business School |

  13. Director Biographical Information

    | Josh Silverman Executive Chair and Former CEO, Etsy INDEPENDENT Director Since: August 2025 Committees (Incoming): Nominating and Corporate Governance (Chairperson) | Biography Since January 2026, Mr. Silverman has served as Executive Chair of Etsy, Inc., a consumer goods marketplace provider for independent sellers, for which he previously served as President and Chief Executive Officer from May 2017 to December 2025. Prior to that, Mr. Silverman served as Executive in Residence for Greylock Partners, a venture capital firm, from 2015 to 2017. He also previously held this position from 2010 through 2011. From 2011 to 2015, Mr. Silverman served as President of Consumer Products and Services at American Express. Prior to joining American Express, Mr. Silverman served as Chief Executive Officer of Skype from 2008 until 2010. From 2006 until 2008, Mr. Silverman served as Chief Executive Officer of Shopping.com, an eBay company, and, prior to that, served in various executive roles at eBay. Mr. Silverman is the co-founder of Evite, Inc., and served as its Chief Executive Officer from 1998 until its sale in 2001. Key Qualifications ● Extensive experience leading marketplace and technology companies ● Experience in data privacy and cybersecurity Other Public Company Directorships ● Etsy, Inc. ● Shake Shack Inc. Education ● B.A. in Public Policy, Brown University ● M.B.A., Stanford University Graduate School of Business |

  14. Director Biographical Information

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

  15. Director Biographical Information

    | Ravi Gupta Co-CEO, Ithaca Holdco Partner, Sequoia Capital LEAD INDEPENDENT DIRECTOR Director Since: September 2023 Committees: Compensation (Chairperson), Nominating and Corporate Governance | Biography Since December 2025, Mr. Gupta has served as Co-Chief Executive Officer and a member of the board of directors of Ithaca Holdco, Inc., a private technology company that he co-founded. Mr. Gupta has also served as a Partner at Sequoia Capital, a venture capital firm, since November 2019. From 2015 to 2019, Mr. Gupta served as our Chief Financial Officer, and from 2016 to 2019, Mr. Gupta also served as our Chief Operating Officer. From 2005 to 2015, Mr. Gupta served in a number of roles at Kohlberg Kravis Roberts & Co. L.P., a global investment firm, most recently as a director. Mr. Gupta currently serves on the boards of directors of a number of private companies. Key Qualifications ● Extensive financial and business expertise ● Experience as an executive or director at high-growth technology companies Education ● B.S., Duke University |

  16. Director Biographical Information

    | Chris Rogers CEO, Instacart CHAIRPERSON Director Since: August 2025 | Biography Mr. Rogers has served as our President, Chief Executive Officer, and a member of our Board of Directors since August 2025 and as Chairperson of our Board of Directors since November 2025. He previously served as our Chief Business Officer from September 2022 to August 2025 and our Vice President, Global Retail from July 2019 to September 2022. From 2008 to 2019, Mr. Rogers served in a number of sales and business roles of increasing responsibility at Apple Inc., a consumer electronics, software, and services company, including most recently as Managing Director, Apple Canada from 2018 to 2019. Mr. Rogers started his career in various account management roles at The Procter & Gamble Company, a consumer goods company. Key Qualifications ● Business and management expertise spanning consumer goods, technology, retail, and media ● Extensive experience as a senior executive at major technology companies Education ● Bachelor of Business Administration, Wilfrid Laurier University |

  17. Director Biographical Information

    | Daniel Sundheim Founder and Chief Investment Officer, D1 Capital Partners INDEPENDENT Director Since: June 2020 Committees: Compensation | Biography Since 2018, Mr. Sundheim has served as the Founder and Chief Investment Officer of D1 Capital Partners L.P., an investment management firm. From 2002 to 2017, Mr. Sundheim served in various capacities at Viking Global Investors, an investment management firm, including as an analyst from 2002 to 2005, a portfolio manager from 2005 to 2010, Co-Chief Investment Officer from 2010 to 2014, and Chief Investment Officer from 2014 to 2017. Key Qualifications ● Extensive financial and business expertise ● Extensive investment and capital allocation experience Education ● B.S. in Economics, Wharton School of the University of Pennsylvania |

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  19. Non-Employee Director Compensation

    Non-Employee Director Compensation We have adopted a Non-employee Director Compensation Policy, pursuant to which each member of our Board of Directors who is not also serving as an employee of or consultant to Instacart or any of its subsidiaries receives the compensation described below. This policy may be amended or waived at any time in the sole discretion of our Board of Directors or our Compensation Committee.

  20. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding compensation earned by or paid to our directors for the year ended December 31, 2025 for service as directors, other than Chris Rogers, our Chief Executive Officer, who is also a member of our Board of Directors but did not receive any additional compensation for service as a director, and Fidji Simo, our former Chief Executive Officer, who received compensation for service as a director following her resignation as Chief Executive Officer on August 15, 2025. The compensation for Mr. Rogers and Ms. Simo (as named executive officers) and for Ms. Simo (as a director) is set forth below under “Executive Compensation—Executive Compensation Tables—Summary Compensation Table.”

  21. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(5) | Total ($) | | Victoria Dolan | 75,000 | 290,645 | 365,645 | | Ravi Gupta | 88,832 | 290,645 | 379,477 | | Mary Beth Laughton | 55,666 | 290,645 | 346,311 | | Meredith Kopit Levien | 75,000 | 290,645 | 365,645 | | Michael Moritz(2) | 74,334 | 290,645 | 364,979 | | Lily Sarafan | 86,168 | 290,645 | 376,813 | | Josh Silverman(3) | 18,886 | 403,185 | 422,071 | | Dan Sundheim | 60,000 | 290,645 | 350,645 | | Frank Slootman(4) | 19,643 | — | 19,643 | | (1)Aggregate grant date fair values are computed in accordance with ASC Topic 718. See Notes 2 and 12 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our directors. (2)Mr. Moritz’s term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. (3)Mr. Silverman was appointed to our Board of Directors on August 15, 2025. (4)Mr. Slootman retired from, and did not stand for re-election to, our Board of Directors when his term expired on May 22, 2025, the date of our 2025 annual meeting of stockholders. (5)The following table sets forth the aggregate number of shares underlying unvested stock awards held by our directors, other than Mr. Rogers and Ms. Simo, as of December 31, 2025: | | | |

  22. Director Compensation Table

    | Name | Number of Shares Underlying Unvested RSUs (#) | | Victoria Dolan | 10,839 | | Ravi Gupta | 8,958 | | Mary Beth Laughton | 11,022 | | Meredith Kopit Levien | 6,180 | | Michael Moritz | 6,180 | | Lily Sarafan | 6,180 | | Josh Silverman | 9,180 | | Dan Sundheim | 6,180 | | Frank Slootman | — |

  23. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Board of Directors currently consists of nine members and is divided into three classes. Each class consists of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal. Our directors are divided into the three classes as follows: ●the Class III directors are Meredith Kopit Levien, Michael Moritz, and Lily Sarafan, whose terms will expire at the Annual Meeting; ●the Class I directors are Victoria Dolan, Mary Beth Laughton, and Josh Silverman, whose terms will expire at the annual meeting of stockholders to be held in 2027; and ●the Class II directors are Ravi Gupta, Chris Rogers, and Daniel Sundheim, whose terms will expire at the annual meeting of stockholders to be held in 2028; Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Any vacancies on our Board of Directors resulting from death, resignation, disqualification, removal, or other causes, and any newly created directorships resulting from any increase in the number of directors, shall be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum of our Board of Directors, or by a sole remaining director, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified or such director’s earlier death, resignation, or removal. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Instacart. Ms. Kopit Levien and Ms. Sarafan are currently members of our Board of Directors, and, at the recommendation of our Nominating and Corporate Governance Committee, have been nominated for re-election to serve as Class III directors. Each of these nominees has agreed to stand for re-election at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2029 and until their successor has been duly elected and qualified, or until the nominee’s earlier death, resignation, or removal. Each of these nominees has indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which our Board of Directors does not expect to occur), proxies may be voted by the proxyholders in accordance with the recommendation of our Board of Directors. Mr. Moritz’s term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Accordingly, the size of our Board of Directors will be automatically reduced from nine directors to eight directors at the conclusion of the Annual Meeting. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF MEREDITH KOPIT LEVIEN AND LILY SARAFAN AS CLASS III DIRECTOR NOMINEES.

  24. Fiscal Year 2025 Executive Compensation Highlights

    Fiscal Year 2025 Executive Compensation Highlights Leadership Transition and Related Compensation Updates As previously disclosed, Fidji Simo resigned as our Chief Executive Officer on August 15, 2025 and Chris Rogers was appointed as our Chief Executive Officer on that date. Upon her resignation, Ms. Simo forfeited the unvested portion of her (i) performance-based RSU award (the “2022 PSU”) and (ii) time-vesting RSU awards. Following her resignation as Chief Executive Officer, Ms. Simo continued serving as a director and was granted an RSU award in her capacity as a director pursuant to our Non-employee Director Compensation Policy. This director RSU award was forfeited in its entirety upon her resignation as a director on November 24, 2025. In connection with his appointment to Chief Executive Officer, Mr. Rogers’ base salary was increased to CAD $1,370,000 per year and he was granted an RSU award with an aggregate grant date fair value of approximately $15,000,000. Also upon his appointment, Mr. Rogers received a discretionary bonus of CAD $511,627 in lieu of any amount that would have otherwise been payable to him under a prior bonus plan pursuant to our Executive Performance Bonus Plan (the “Bonus Plan”) in which he participated that related to his prior role as our Chief Business Officer (the “CBO Bonus Plan”). In addition, our Compensation Committee committed to granting Mr. Rogers an annual refresh equity award in 2026, the form and vesting schedule of which is subject to determination by our Compensation Committee. Our Compensation Committee felt that it was important to provide visibility to Mr. Rogers with respect to his 2026 target annual equity compensation at the time of his decision to accept the appointment to Chief Executive Officer, given the mid-year timing of his appointment and to be consistent with our historical practice with respect to the compensation of our Chief Executive Officer. Following feedback received from our stockholders through our stockholder engagement efforts in 2025, our Compensation Committee intends to grant a meaningful portion of the 2026 refresh equity award for Mr. Rogers as performance-based RSUs (“PSUs”) that vest based on relative total shareholder return, as described below in the section titled “—Fiscal Year 2025 Executive Compensation Highlights—Board of Directors and Compensation Committee Response to 2025 Stockholder Advisory Vote”. Strengthening the Long-Term Performance Orientation of our Equity Compensation Program Transition to Boxcar Equity Grant Model Consistent with our compensation philosophy, our executive officers’ annual pay opportunities consist of (i) base salary and (ii) long-term incentive compensation in the form of equity awards, which comprise the vast majority of our executive officers’ annual compensation. In granting equity awards each year, our Compensation Committee focuses on the annual target value to be delivered to each executive officer. In 2025, we began a process of transitioning from granting executive officers annual refresh equity awards that begin vesting immediately to a long-term non-layered equity award grant practice (commonly referred to as “boxcar” equity awards with vesting schedules that do not “stack” or “layer” on top of prior year grants). This boxcar RSU award structure is intended to support long-term retention of our executive officers by ensuring they always have a competitive number of unvested equity awards ahead of them while creating a more predictable equity vesting profile. Under this boxcar structure, our executive officers do not receive value from their equity awards until they begin vesting almost two years after the grant date, contingent on continued service in an environment that demands and expects high performance. As our stock price increases, so does the value of the shares they will receive, incentivizing them to contribute to our long-term success and performance. However, this transition to a boxcar RSU award structure with back-loaded vesting created significant gaps in the equity vesting value for our executive officers over 2025 and 2026. For 2025, the annual equity awards granted to our named executive officers, other than Ms. Simo, whose equity award was forfeited in connection with her departure, consisted of (i) a boxcar RSU award, which vests in four equal quarterly installments beginning on February 15, 2027, and (ii) a one-time transition RSU award, which vests non-linearly over a period of two years. Mr. Rogers was granted these equity awards while serving as our Chief Business Officer prior to his appointment as our Chief Executive Officer. Transition RSU awards granted in 2025 are back-loaded to vest primarily in 2026, supplementing pre-2025 equity grants to provide executive officers with market-competitive annual compensation opportunities, as determined by our Compensation Committee, during the transition period preceding the first vesting event of their 2025 boxcar RSU awards on February 15, 2027. Going forward, we expect to grant only annual boxcar RSU awards for any time-vesting RSUs, subject to limited exceptions, such as promotions or increases to the scope of the responsibilities of our executive officers. See the charts below for an illustration of (i) the vesting structure of the boxcar RSU awards and (ii) how the one-time transition RSU awards in 2025 served as a bridge to deliver the intended annual equity vesting values to our named executive officers over 2025 and 2026. Lengthening Future Boxcar Vesting Schedules In our engagement with stockholders following our 2025 annual meeting of stockholders, as further detailed below, we discussed our intended transition to the boxcar RSU award structure. Informed by these engagements, our Compensation Committee intends to further extend the vesting period of our boxcar RSU awards to be granted in 2026 so that future boxcar awards vest approximately three years following the date of grant. As outlined in the chart above, for 2026 these awards will vest over five quarters beginning in 2028. Thereafter, we intend for awards to vest over the final four quarters of the three-year award term. Board of Directors and Compensation Committee Response to 2025 Stockholder Advisory Vote At our 2025 annual meeting of stockholders, our advisory vote on executive compensation received support from approximately 55% of the votes cast. In light of the advisory vote results, our Board of Directors and our Compensation Committee believed it was important to conduct extensive stockholder engagement focused on executive compensation to understand the concerns that underpinned stockholders’ voting decisions.

  25. Fiscal Year 2025 Executive Compensation Highlights

    | What We Heard | What We Did - Our Response and Perspective | | 2024 CEO Compensation Actions Several stockholders expressed that their primary concerns were the overall size of our former Chief Executive Officer’s 2024 RSU award and the rationale and impact of the one-time modification of her 2022 PSU. | 2024 RSU Award and Award Forfeitures Pursuant to Ms. Simo’s offer letter, she was eligible to receive an annual RSU award each with an aggregate grant date fair value equal to approximately $15,000,000, beginning in fiscal year 2022 and continuing through and including 2025. These annual RSU awards were to vest over the one-year period following the respective grant date. We clarified with our stockholders that Ms. Simo’s 2024 RSU award was a multi-year award intended to vest over three years and was delivered in full satisfaction of the annual RSU awards for 2024 and 2025 to which Ms. Simo was entitled pursuant to her offer letter. Ultimately, we reiterated that the unvested portion of all of Ms. Simo’s outstanding RSU awards, including the 2024 RSU award and the 2022 PSU, were forfeited upon her resignation as our Chief Executive Officer on August 15, 2025. 2022 PSU Modification We also explained that, after nearly a year of deliberation by the Compensation Committee, the 2022 PSU modification was done to preserve the original retentive and motivational strength of the 2022 PSU. As previously disclosed, our Compensation Committee did not foresee that our share repurchase activity, which we believe allows us to generate more value for our stockholders over the long-term, would have meaningfully outpaced the issuance of new shares since our initial public offering. This created an unforeseen “moving goal post” effect on the original market capitalization goals through reducing our outstanding shares, leading to a lack of certainty as to the performance required to achieve the 2022 PSU goals, which risked demotivating our former Chief Executive Officer. The modification sought to solve this uncertainty and furthermore, the new stock price goals were set to be equivalent to the required stock price to achieve the original market cap goals, as calculated utilizing the fully diluted shares outstanding at the time of grant. Our Compensation Committee understands these concerns and, as was the case with the 2022 PSU modification, will only consider modifying outstanding or future equity awards in extraordinary and unforeseen circumstances, taking into account stockholder interests. |

  26. Fiscal Year 2025 Executive Compensation Highlights

    | What We Heard | What We Did - Our Response and Perspective | | Pay-for-Performance Alignment Several stockholders emphasized the importance of aligning executive pay with performance, but specific feedback on the method of alignment was mixed; some stockholders favored PSUs while others favored longer-term vesting or post-vest holding periods. | 2026 CEO PSU Prior to our stockholder engagement efforts, we granted Chris Rogers a time-vesting RSU award in connection with his appointment as Chief Executive Officer that fully vests 9 quarters after the grant date, as described in the section titled “—2025 Executive Compensation Program—Long-Term Incentive Compensation—Chris Rogers.” Informed by feedback from our stockholders, our Compensation Committee intends to grant a meaningful portion of Mr. Rogers’ 2026 refresh equity award as PSUs that vest based on relative total shareholder return. As a relatively new public company, our Compensation Committee will continue to consider and evaluate further incorporating performance-based variable compensation into our executive compensation program, as appropriate for our stage of growth and complexity of our business, and taking into account feedback received from our stockholders. Longer Vesting Period We began our transition to the boxcar equity award structure prior to our 2025 annual meeting of stockholders and our stockholder engagement efforts. The 2025 boxcar RSU awards fully vest 11 quarters after the grant date. As noted above, following feedback received from our stockholders regarding longer-term vesting schedules, our Compensation Committee intends to extend the vesting period of our 2026 boxcar RSU awards so that future boxcar awards vest approximately three years following the date of grant, as described above in the section titled “—Executive Compensation Highlights—Strengthening the Long-Term Performance Orientation of our Equity Compensation Program—Lengthening Future Boxcar Vesting Schedules.” Enhanced Disclosure We have also enhanced our disclosure to more clearly outline our Compensation Committee’s philosophy and objectives with respect to our executive compensation program, as described in the section titled “—Compensation Philosophy and Objectives.” | | Stock Ownership Guidelines Some stockholders indicated support for guidelines on stock ownership by our directors and executive officers. | Adopted Stock Ownership Guidelines In February 2026, our Board of Directors adopted stock ownership guidelines that apply to our directors and executive officers, as described in the section titled “—Other Compensation Policies and Practices—Stock Ownership Guidelines.” |

  27. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our Compensation Committee has oversight of our executive compensation programs and evaluates their competitiveness and function so that we maintain our ability to attract and retain superior employees in key positions and motivate strong performance against our strategic goals while creating stockholder value. As our business and company continue to transform, our executive compensation programs continue to evolve and develop into those appropriate to our size and stage of business. We generally target a compensation mix for our executive officers that is weighted heavily toward long-term equity incentive compensation opportunities to align the compensation of our executive officers with our performance and the interests of our stockholders. In particular, we primarily utilize time-vesting equity awards as a means of aligning the interests of our executives with those of our stockholders. We believe that time-based equity awards enable our executives to focus on executing long-term strategic initiatives, thereby benefiting our stockholders, while providing our executives with an appropriate level of incentives for performance and retention. We continue to carefully evaluate our compensation arrangements and develop programs that we feel are the most appropriate to drive results for our company and our stockholders. As we make changes to expand our business, we focus on ensuring that our executive compensation program continues to align our executives’ compensation with our stockholders’ interests and our company’s performance over the long term. For example, as noted above, we intend to grant our Chief Executive Officer a PSU that will vest based on relative total shareholder return targets and our Compensation Committee will consider further incorporating performance-based variable compensation into our executive compensation program. Specifically, our executive compensation program is designed to: ●attract, retain, and motivate top talent; ●align our compensation structures with our strategic needs and market practices; ●provide long-term incentives that align our executives’ interests with those of our stockholders; and ●promote consistency and internal equity amongst our executive team. Our executive compensation program adheres to the following practices:

  28. Compensation Philosophy and Objectives

    | What We Do | What We Don’t Do | | ✔ Deliver a majority of compensation through long-term equity incentives ✔ Determine incentive opportunities based on corporate and individual performance ✔ Assess risks of our compensation program ✔ Retain an independent compensation consultant ✔ Broadly use double-trigger change in control arrangements ✔ Maintain Stock Ownership Guidelines to align the interests of our executive officers with those of our stockholders | ✗ No tax reimbursements or tax gross-ups on severance or change in control payments ✗ No special executive welfare or health benefits, or retirement plans not available to our employees generally ✗ No guaranteed salary increases or annual bonuses ✗ No excessive perquisites ✗ No hedging or pledging of our stock |

  29. How We Determine Executive Compensation

    How We Determine Executive Compensation Our Compensation Committee is responsible for reviewing and approving the compensation of our Chief Executive Officer and other executive officers, including base salaries, short-term and long-term incentive compensation, the size and structure of equity awards, and any executive perquisites. Our Compensation Committee makes decisions on a case-by-case basis and considers market insights, competitive dynamics, prior experience, and future role with our company in structuring a total compensation package for our executive officers. Our Compensation Committee generally determines the principal components of compensation for our executive officers on an annual basis; however, decisions may be made at other times for new hires, promotions, or other special circumstances as our Compensation Committee determines appropriate. Role of Management Our Compensation Committee has worked with and received information and analyses from management, including within our legal, finance, and human resources departments, and our Chief Executive Officer, and considered such information and analyses in determining the structure and amount of compensation to be paid to our executive officers, including our named executive officers. Our Chief Executive Officer evaluates and provides to our Compensation Committee executive officer performance assessments and management’s recommendations and proposals regarding executive officer compensation programs and decisions affecting all components of compensation, and other compensation-related matters outside of the presence of any other named executive officers. However, our Compensation Committee retains the final authority to make all compensation decisions for our named executive officers, including our Chief Executive Officer. From time to time, various other members of management and other employees, as well as outside advisors or consultants, may be invited to make presentations, provide financial or other background information or advice, or otherwise participate in meetings of our Board of Directors and Compensation Committee. Members of management, including our Chief Executive Officer, may attend portions of our Board of Directors or Compensation Committee meetings; however, no executive officer, including our Chief Executive Officer, participated in decisions regarding their own compensation. Role of Compensation Consultant Our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. Compensia served as our Compensation Committee’s independent compensation consultant to provide guidance regarding the amount and types of compensation that we pay our executive officers, how our compensation practices compare to the compensation practices of other companies, including with respect to a peer group of companies developed in consultation with the independent compensation consultant, and other compensation-related matters. Compensia reports directly to our Compensation Committee, although Compensia may meet with members of management for the purposes of gathering information on proposals that management may make to our Compensation Committee. Compensia does not provide any services to us other than the services provided to our Compensation Committee. Our Compensation Committee has assessed the independence of Compensia, taking into account, among other things, the factors set forth in Rule 10C-1 of the Exchange Act and the listing standards of Nasdaq and concluded that no conflict of interest exists with respect to the work that Compensia performs for our Compensation Committee. Use of Competitive Market Compensation Data When making compensation decisions, our Compensation Committee believes that it is important to be informed as to the current practices of comparable companies with which we compete for top talent. To this end, our Compensation Committee worked with the independent compensation consultant to compile a list of our peer companies to be considered, among other factors, in connection with assessing compensation practices and pay levels. Our Compensation Committee believes that the peer and market data provided by the independent compensation consultant, along with other factors, serve as an important reference point when setting compensation for our executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success. Compensation Peer Group For fiscal year 2025, our Compensation Committee, upon recommendation from its independent compensation consultant, approved a group of companies that would be appropriate peers to be considered, among other factors, when making compensation decisions, based on the following criteria: ●Industry (Internet & Direct Marketing Retail, IT Services, Interactive Media & Services, Media Software, Entertainment, and other technology companies); ●Scale (based on revenue and market capitalization); ●Talent profile (companies with which we compete for executive talent); and ●Business characteristics (companies with a digital marketplace or operation-based component, strong consumer-facing brand, or technology-oriented industry leaders driving disruption in their core business segment). Using the above criteria, our Compensation Committee approved adjustments to our compensation peer group to (i) remove Airbnb, Datadog, Peloton, and Snowflake and add Affirm, DocuSign, Reddit, Toast, TripAdvisor, and Yelp, based on the criteria described above and (ii) remove Splunk and X Corp. due to their acquisitions. This resulted in the following compensation peer group for the purpose of informing executive pay decisions for fiscal year 2025:

  30. Key Components and Design of the Executive Compensation Program

    Key Components and Design of the Executive Compensation Program Executive compensation generally consists of the following two principal components of direct compensation: base salary and long-term incentive compensation. We may provide our executive officers with severance and change-in-control related payments and benefits, as well as benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in various employee health and welfare benefit plans, and on a case-by-case basis we may also provide sign-on bonuses in connection with commencement of employment. The following chart summarizes the principal elements of our executive compensation program, their objectives, and key features.

  31. 2025 Executive Compensation Program

    Short-Term Incentive Compensation We previously established our Bonus Plan, pursuant to which our Compensation Committee may award performance-based cash incentive opportunities to certain key executives, including all of our named executive officers who are currently providing services to us at such time. Consistent with 2024, our Bonus Plan was not utilized by our Compensation Committee for our named executive officers in fiscal year 2025, nor did we maintain any other formal performance bonus plan for our named executive officers during fiscal year 2025. In Mr. Rogers’ previous role as our Chief Business Officer and prior to becoming an executive officer, he participated in our Bonus Plan. Upon Mr. Rogers’ appointment as our Chief Executive Officer, the CBO Bonus Plan ended and Mr. Rogers’ received a discretionary bonus payment in lieu of any amount that would have otherwise been payable to him under the CBO Bonus Plan, which was no longer an appropriate incentive in light of his appointment as our Chief Executive Officer. Long-Term Incentive Compensation 2025 Refresh RSU Grants For fiscal year 2025, our Compensation Committee established long-term incentive compensation targets for our named executive officers based on market data provided by the independent compensation consultant regarding the compensation peer group. Each of our named executive officers who are currently employed with us received one or more RSU awards during 2025, which represents the variable pay awarded to each such named executive officer. The value of the RSU awards is based on our philosophy of delivering market competitive total compensation for the role, factoring in performance. Our Compensation Committee believes that the RSU awards encourage retention through vesting over the recipient’s continued service with us while covering fewer shares than stock options, thereby minimizing dilution to our stockholders, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent. As described in the section titled “—Fiscal Year 2025 Executive Compensation Highlights—Leadership Transition and Related Compensation Updates,” in 2025, we transitioned to a boxcar RSU award structure and granted transition RSU awards to certain of our executive officers as part of this transition. Chris Rogers Mr. Rogers received a transition RSU award and a boxcar RSU award in April 2025, consistent with the rest of the executive team, with amounts based on market data for his role as our Chief Business Officer at the time of grant. The boxcar RSU award vests in four equal quarterly installments, beginning on February 15, 2027, subject to continued service through each such date. The transition RSU award vests over six quarters, with 1/20th of the shares subject to the award vesting on each of August 15, 2025 and November 15, 2025, and the remainder of the shares vesting in four equal quarterly installments thereafter, subject to continued service through each such date. On September 15, 2025, in connection with Mr. Rogers’ appointment as our Chief Executive Officer, our Compensation Committee awarded Mr. Rogers’ a promotion RSU award with a grant date fair value equal to approximately $15,000,000. The promotion RSU award vests over nine quarters, with 8% of the shares subject to the award vesting on November 15, 2025 and the remainder of the shares vesting in eight equal quarterly installments thereafter, subject to continued service through each such date. In determining the size and vesting schedule of the promotion RSU award, our Compensation Committee considered competitive Chief Executive Officer pay data provided by its independent compensation consultant for our compensation peer group, the value of Mr. Rogers’ unvested equity from prior grants made to him as Chief Business Officer, and the need to ensure that the value of his total compensation package upon assuming the Chief Executive Officer role through the last vest date of the promotion award on November 15, 2027 is market competitive for performing the Chief Executive Officer role. Other Continuing Named Executive Officers In April 2025, Ms. Reuter and Mr. Fong each received a (i) long-term boxcar RSU award and a (ii) transition RSU award. The boxcar RSU award begins vesting approximately two years after the grant date and vests over four quarters, with 1/4th of the shares subject to the award vesting on each quarterly anniversary, subject to continued service through each such date. The transition RSU award vests over six quarters, with 1/20th of the shares subject to the award vesting on August 15, 2025, November 15, 2025 and February 15, 2026, and the remainder of the shares vesting in three equal quarterly installments thereafter, subject to continued service through each such date. Non-Continuing Executive Officers In April 2025, Ms. Simo received a refresh RSU award that vests over six quarters, with 7% of the shares subject to the award vesting on August 15, 2026, November 15, 2026, and February 15, 2027, with the remainder of the shares vesting in three equal quarterly installments thereafter, subject to Ms. Simo’s continued service through each such date. Ms. Simo was also granted an RSU award in connection with her continuing service as a director following her resignation as our Chief Executive Officer, with the value and vesting terms determined pursuant to our Non-employee Director Compensation Policy. Also in April 2025, Mr. Danker received (i) a boxcar RSU award and (ii) a transition RSU award. The boxcar RSU award begins vesting approximately two years after the grant date and vests over four quarters, with 1/4th of the shares subject to the award vesting on each quarterly anniversary, subject to continued service through each such date. The transition RSU award vests over six quarters, with 5% of the shares subject to the award vesting on August 15, 2025, November 15, 2025, and February 15, 2026, and the remainder of the shares vesting in three equal quarterly installments thereafter, subject to continued service through each such date. The unvested portions of Ms. Simo’s and Mr. Danker’s awards were forfeited upon their respective resignations as our Chief Executive Officer and Chief Product Officer, effective as of August 15, 2025. Ms. Simo’s director RSU award was forfeited in its entirety upon her resignation as a director on November 24, 2025. The following table illustrates, for each applicable named executive officer (other than Ms. Simo and Mr. Danker, whose unvested equity awards were forfeited upon their respective resignations), the number of shares of common stock subject to the RSU awards granted to each such named executive officer in 2025.

  32. 2025 Executive Compensation Program

    | Named Executive Officer | Award Type | 2025 RSU Awards (#) | | Chris Rogers | Boxcar RSU Award | 177,891 | | | Transition RSU Award | 139,771 | | | Promotion RSU Award | 324,816 | | Emily Reuter | Boxcar RSU Award | 177,891 | | | Transition RSU Award | 134,689 | | Morgan Fong | Boxcar RSU Award | 157,560 | | | Transition RSU Award | 127,065 |

  33. Other Features of Our Executive Compensation Program

    Other Features of Our Executive Compensation Program Employment Offer Letters We have entered into offer letter agreements with each of our named executive officers that set forth the terms and conditions of their employment, including position, base salary, and certain severance benefits, as described below. The base salary of our named executive officers for fiscal year 2025 is provided in the section titled “—2025 Executive Compensation Program” above. Severance and Change in Control Benefits We provide severance protections to our named executive officers in the event that they experience certain types of termination events, including terminations in connection with a change in control of our company. A more detailed description of these arrangements is provided in the section titled “—Potential Payments upon Termination or Change of Control.” Our Compensation Committee believes these severance benefits are important from a retention perspective to provide some level of protection to our named executive officers who might be terminated, including in connection with a change in control, and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Further, our Compensation Committee believes this structure serves to mitigate the distraction and loss of our named executive officers that may occur in connection with any potential or actual change in control. Such payments protect the interests of our stockholders by enhancing executive focus during potential change in control activity, retaining executives despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executives responsible for negotiating potential transactions to do so with independence and objectivity. However, we do not have any agreements with our named executive officers guaranteeing any tax gross-up payments on severance or change in control benefits. 401(k) Plan, Welfare, and Health Benefits We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may make voluntary contributions from their eligible pay, up to certain applicable annual limits set by the Internal Revenue Code of 1986, as amended (the “Code”). We may make matching and discretionary contributions to the 401(k) plan. During 2025, we made safe-harbor matching employer contributions to the 401(k) plan in an amount equal to 4% of eligible earnings, subject to annual Internal Revenue Service limits. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan. In addition, we generally provide other benefits to our named executive officers on the same basis as to our other full-time employees. These benefits include, but are not limited to, medical, dental, vision, life, disability, and accidental death and dismemberment insurance plans. In general, we pay the premiums for the life, disability, and accidental death and dismemberment insurance for our employees, including our named executive officers. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Business Travel From time to time, our named executive officers may request chartered aircraft services to facilitate travel that is directly and integrally related to the performance of their job duties when the use of a chartered plane will increase efficiency or security associated with a particular trip. Occasionally, family members may accompany an executive officer on these flights and, if this occurs, we require the executive officer to pay the incremental cost, if any, to accommodate these guests on the flight. There has been no incremental cost to us for family accompaniment on chartered business flights. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we generally do not provide excessive perquisites or other personal benefits to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of their duties, to make our executive officers more efficient and effective, for recruitment and retention purposes, or to ensure their safety and security. Ensuring the safety and security of our employees, including our named executive officers, is a top priority for us. We may, from time to time, offer both business-related and personal security services, including certified protection officers and residential security based on ongoing assessments of risk and actual and credible threats made against our named executive officers. None of these security-related costs are considered taxable income for our named executive officers. While we consider these security services as necessary business expenses, we have disclosed specific costs of these services in the “All Other Compensation” column of the 2025 Summary Compensation Table below. We pay the premiums for term life insurance and disability insurance, subject to certain limitations, for all of our employees, including our named executive officers. In the future, we may provide additional perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our Compensation Committee.

  34. Tax and Accounting Implications

    Tax and Accounting Implications Accounting for Stock-Based Compensation Under ASC Topic 718, we are required to measure the compensation expense for all stock-based awards made to employees and directors, including stock options, RSUs, and restricted stock, based on the grant date fair value of these awards. We record stock-based compensation expense on an ongoing basis according to ASC Topic 718. The accounting impact of our compensation programs is one of many factors that our Compensation Committee considers in determining the structure and size of our executive compensation programs. Deductibility of Executive Compensation Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date. Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of our company and stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). Our Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with our business needs.

  35. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Policies and Practices Related to the Grant of Certain Equity Awards Our general policy is to grant equity awards on fixed dates determined in advance, although there may be occasions when grants are made on other dates, such as grants to certain new hires, promotions, or other special circumstances. All required approvals are obtained in advance of or on the actual grant date. Our general practice is to grant annual refresh equity awards in April of each year. We do not presently grant stock options, stock appreciation rights, or similar instruments with option-like features and therefore have not adopted policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K. Recoupment Policy As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002. Additionally, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and in accordance with SEC and Nasdaq requirements, we have implemented our Incentive Compensation Recoupment Policy, which generally requires that, in the event of an accounting restatement, we recover incentive compensation from our current and former executive officers (as defined in applicable SEC rules) that exceeds the amount of incentive compensation that would have been paid if the amount of the incentive compensation had been determined based on the accounting restatement. The Incentive Compensation Recoupment Policy applies to incentive compensation that is received by a covered officer on or after October 2, 2023. Policy Prohibiting Hedging and Pledging of Our Equity Securities Our Insider Trading Policy prohibits our employees, directors, and subject consultants from engaging in inherently speculative transactions, including short sales and transactions in put options, call options, or other derivative securities, hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, and pledging transactions, including securities held in margin accounts and otherwise pledged as collateral for a loan. Stock Ownership Guidelines In an effort to further align our directors’ and executive officers’ interests with those of our stockholders, we have adopted stock ownership guidelines with the following ownership requirements:

  36. Other Compensation Policies and Practices

    Individuals must comply within five years of the later of (i) the individual first becoming subject to the policy (either upon commencement of employment with Instacart or due to a change in their role) and (ii) the adoption of the guidelines. Unvested or unearned equity awards and unexercised stock options are not counted as shares when determining the number of shares owned.

  37. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to or earned by our named executive officers during the fiscal years ended December 31, 2025, 2024, and 2023.

  38. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Chris Rogers | 2025 | 742,046(2) | 367,749(3) | 28,432,183 | 267,804(4) | 37,758(5) | 29,847,540 | | Chief Executive Officer | | | | | | | | | Emily Reuter | 2025 | 500,000 | — | 13,153,366 | — | 14,444(6) | 13,667,810 | | Chief Financial Officer | 2024 | 451,154 | 100,000(7) | 10,070,816 | — | 13,939 | 10,635,909 | | Morgan Fong | 2025 | 500,000 | — | 11,977,020 | — | 14,444(6) | 12,491,464 | | Chief Legal and Global Affairs Officer | 2024 | 500,000 | 625,000(8) | 6,298,765 | — | 13,939 | 7,437,704 | | | 2023 | 500,000 | 1,165,000(9) | —(10) | — | 38,670 | 1,703,670 | | Fidji Simo(11) | 2025 | 626,923 | — | 21,562,560(12) | — | 107,004(13) | 22,296,487 | | Former Chief Executive Officer | 2024 | 865,385 | — | 46,853,287(14) | — | 36,439 | 47,755,111 | | | 2023 | 500,000 | 4,712,500(15) | —(10) | — | 61,073 | 5,273,573 | | Daniel Danker | 2025 | 313,462 | — | 13,099,883 | — | 13,779(16) | 13,427,124 | | Former Chief Product Officer | | | | | | | | | (1)Aggregate grant date fair values are computed in accordance with ASC Topic 718. See Notes 2 and 12 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers. See the section titled “—Outstanding Equity Awards at 2025 Fiscal Year-End” for additional information. (2)The amount disclosed includes a statutory unused vacation payout of $63,537. Mr. Rogers’ base salary earned in 2025 and statutory unused vacation payout was paid in Canadian dollars and converted to U.S. dollars using an average exchange rate in 2025 of approximately USD $1 to CAD $1.397716. (3)The amount disclosed represents a discretionary bonus in lieu of amounts that would have otherwise been payable to Mr. Rogers under the CBO Bonus Plan. This bonus was paid in Canadian dollars and converted to U.S. dollars using the exchange rate on September 26, 2025 of approximately USD $1 to CAD $1.391239, which was the payment date of the bonus. (4)The amount disclosed represents bonuses paid under the CBO Bonus Plan. These bonuses were paid in Canadian dollars and converted to U.S. dollars using the exchange rates on May 9, 2025 and August 15, 2025 of approximately USD $1 to CAD $1.388124 and USD $1 to CAD $1.378694, respectively, which were the payment dates of the bonuses. (5)The amount disclosed consists of (a) $24,923 of personal security expenses as part of our executive security program consisting of security risk assessments in connection with his appointment as Chief Executive Officer, calculated at the actual cost to us, (b) $12,094 of deferred profit sharing plan contributions, and (c) company-paid life insurance premiums, which includes dependent life insurance, a benefit offered to Canadian employees. Other than the personal security expenses, these amounts were paid in Canadian dollars and converted to U.S. dollars using an average exchange rate in 2025 of approximately USD $1 to CAD $1.397716. (6)The amount disclosed consists of (a) $14,000 of 401(k) matching contributions and (b) company-paid life insurance premiums. (7)The amount disclosed represents a sign-on bonus paid to Ms. Reuter in connection with her commencement of employment in January 2024. (8)The amounts disclosed represent the portion of a restricted cash award that was vested and paid in fiscal year 2024. The restricted cash award was granted as a portion of Mr. Fong’s 2023 refresh RSU award and was paid in four equal quarterly installments starting on August 15, 2023, subject to continued service through each applicable vesting date. (9)The amount disclosed represents (a) the remaining portion of a discretionary cash bonus related to fiscal year 2022 and (b) the portion of the restricted cash award described in footnote (8) above that was vested and paid in fiscal year 2023. (10)During 2023, each named executive officer was granted an RSU award subject to a liquidity event-based vesting condition (which constitutes the performance condition) and service-based vesting conditions. As of the applicable grant date, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity event-based vesting condition, as the performance condition, was not deemed probable as of any such date. As a result, no value is included in the table for these awards. The liquidity event-based vesting condition was satisfied on September 18, 2023 upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering, and as a result, we began recognizing stock-based compensation expense upon satisfaction of service-based vesting conditions for these awards following our initial public offering. Assuming achievement of the liquidity event-based vesting condition, the aggregate grant date fair values of the RSU awards for each of Ms. Simo and Mr. Fong were $10,735,546 and $3,766,854, respectively, computed in accordance with ASC Topic 718. See Notes 2 and 12 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers. (11)As described previously, the unvested portion of all of Ms. Simo’s outstanding RSU awards and 2022 PSU were forfeited upon her resignation as our Chief Executive Officer on August 15, 2025 and with respect to her director RSU award, upon her resignation as a director on November 24, 2025. (12)The amount disclosed includes an RSU award granted to Ms. Simo in connection with her continuing service as a director following her resignation as our Chief Executive Officer pursuant to our Non-employee Director Compensation Policy. The grant date fair value of this RSU award was $175,021. | | | | | | | |

  39. Summary Compensation Table

    | (13)The amount disclosed consists of (a) $13,859 in cash compensation for Ms. Simo’s continuing service as a director following her resignation as our Chief Executive Officer, calculated and paid in accordance with our Non-employee Director Compensation Policy, (b) $78,657 of personal security expenses as part of our executive security program consisting of personal security services during a natural disaster and secure transportation services, calculated at the actual cost to us, (c) $14,000 of 401(k) matching contributions, (d) tax gross-ups associated with gift cards received as part of a benefit program generally available to all employees, and (e) company-paid life insurance premiums. (14)The amount disclosed includes the incremental fair value of the November 2024 modification of Ms. Simo’s 2022 PSU, computed in accordance with ASC Topic 718. (15)The amount disclosed consists of (a) a cash award of $700,000 representing the last of three equal installments of Ms. Simo’s cash retention award granted to her pursuant to her offer letter, which was paid in advance and was earned on the third anniversary of Ms. Simo’s start date, (b) an amount equal to $450,000 representing the remaining portion of a discretionary cash bonus related to fiscal year 2022, and (c) an amount equal to $3,562,500 representing the portion of the restricted cash award that was vested and paid in fiscal year 2023. (16)The amount disclosed consists of (a) $13,076 of 401(k) matching contributions, (b) tax gross-ups associated with gift cards received as part of a benefit program generally available to all employees, and (c) company-paid life insurance premiums. |

  40. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows certain information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2025.

  41. Grants of Plan-Based Awards in 2025

    | Named Executive Officer | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Chris Rogers | 4/16/2025 | 139,771 | 5,881,564 | | | 4/16/2025 | 177,891 | 7,485,653 | | | 9/15/2025 | 324,816 | 15,064,966 | | Emily Reuter | 4/16/2025 | 134,689 | 5,667,713 | | | 4/16/2025 | 177,891 | 7,485,653 | | Morgan Fong | 4/16/2025 | 127,065 | 5,346,895 | | | 4/16/2025 | 157,560 | 6,630,125 | | Fidji Simo | 4/16/2025 | 508,259 | 21,387,539 | | | 8/15/2025(2) | 3,985 | 175,021 | | Daniel Danker | 4/16/2025 | 133,418 | 5,614,229 | | | 4/16/2025 | 177,891 | 7,485,653 | | (1)Except as otherwise disclosed, the amounts disclosed represent the aggregate grant date fair value of stock awards granted to our named executive officers during fiscal year 2024, computed in accordance with ASC Topic 718. See Notes 2 and 12 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers. (2)In connection with Ms. Simo’s continuing service as a director following her resignation as our Chief Executive Officer, she was granted an RSU award on the same terms as a Pro-rated Annual Grant under our Non-employee Director Compensation Policy. As described previously, the unvested portion of all of Ms. Simo’s outstanding RSU awards and 2022 PSU were forfeited upon her resignation as Chief Executive Officer on August 15, 2025 and with respect to her director RSU award, upon her resignation as a director on November 24, 2025. | | | |

  42. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth the outstanding stock options and stock awards held by our named executive officers as of December 31, 2025.

  43. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards | | | | | Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Chris Rogers | 4/16/2022(3) | — | — | — | — | 6,190 | 278,426 | — | — | | | 10/8/2022(4) | — | — | — | — | 39,093 | 1,758,403 | | | | | 4/16/2025(5) | — | — | — | — | 125,794 | 5,658,214 | | | | | 4/16/2025(6) | — | — | — | — | 177,891 | 8,001,537 | | | | | 9/15/2025(7) | — | — | — | — | 298,831 | 13,441,418 | | | | Emily Reuter | 2/26/2024(8) | — | — | — | — | 20,419 | 918,447 | — | — | | | 5/10/2024(3) | — | — | — | — | 30,789 | 1,384,889 | | | | | 4/16/2025(9) | — | — | — | — | 121,221 | 5,452,521 | | | | | 4/16/2025(6) | — | — | — | — | 177,891 | 8,001,537 | — | — | | Morgan Fong | 5/16/2017 | 231,035 | — | 7.32 | 5/16/2027 | — | — | — | — | | | 4/16/2022(3) | — | — | — | — | 8,796 | 395,644 | — | — | | | 4/17/2024(8) | — | — | — | — | 21,661 | 974,312 | — | — | | | 4/16/2025(9) | — | — | — | — | 114,359 | 5,143,868 | — | — | | | 4/16/2025(6) | — | — | — | — | 157,560 | 7,087,049 | — | — | | (1)All of the stock options were granted under our 2013 Equity Incentive Plan. (2)Amounts are calculated by multiplying the number of shares shown in the table by $44.98, the closing per share price of our common stock as of December 31, 2025, the last trading day of the year. (3)The shares that remain subject to this RSU award as of December 31, 2025 vest in two equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (4)The shares that remain subject to this RSU award as of December 31, 2025 vest in three equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (5)The shares that remain subject to this RSU award as of December 31, 2025 vest in four equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (6)25% of the shares subject to this RSU award vest on February 15, 2027, and the remainder of the shares subject to this RSU award vest in three equal quarterly installments thereafter, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (7)The shares that remain subject to this RSU award as of December 31, 2025 vest in eight equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (8)The shares that remain subject to this RSU award as of December 31, 2025 vest in one final installment on February 15, 2026. (9)As of December 31, 2025, 5% of the shares subject to this RSU award will vest on February 15, 2026, and the remainder of the shares subject to this RSU award vest in three equal quarterly installments thereafter, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” | | | | | | | | | |

  44. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table shows certain information regarding options exercised and stock vested with respect to our named executive officers for the fiscal year ended December 31, 2025.

  45. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Chris Rogers | 266,021 | 11,895,823 | | Emily Reuter | 238,373 | 11,182,530 | | Morgan Fong | 166,236 | 7,586,673 | | Fidji Simo | 404,422 | 18,739,565 | | Daniel Danker | 170,363 | 7,921,388 | | (1)Reflects the product of the number of shares of common stock vested multiplied by the closing price of our common stock on the vesting date. | | |

  46. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Each of our named executive officers is eligible for severance benefits pursuant to their offer letters or based upon participation in our Severance and Change in Control Plan (“Severance Plan”), as further described in the section titled “—Severance and Change in Control Plan.” In addition, each of our named executive officers hold equity awards that are subject to the terms of the equity incentive plan and award agreement thereunder under which such awards were granted.

  47. Potential Payments Table

    Potential Payments Table The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of the named executive officers serving as of December 31, 2025 , the last business day of the fiscal year ended December 31, 2025, other than Ms. Simo and Mr. Danker, who, as previously disclosed, resigned from their respective positions prior to the end of the fiscal year. The payments and benefits set forth below are estimated assuming that the termination or change in control event occurred on December 31, 2025, the last business day of our fiscal year ended December 31, 2025 and that the price per share of common stock was equal to $44.98 as of December 31, 2025, the last trading day of the year. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits. On May 7, 2025, Fidji Simo informed us of her decision to resign from her position as our Chief Executive Officer, effective August 15, 2025. Also on August 15, 2025, Mr. Danker resigned from his position as our Chief Product Officer. Neither Ms. Simo nor Mr. Danker received any severance benefits with respect to their voluntary resignations.

  48. Potential Payments Table

    | Named Executive Officer | Benefit Description | Involuntary Termination Outside a Change in Control ($) | Involuntary Termination in Connection with a Change in Control ($) | Death or Disability ($) | | Chris Rogers | Cash Severance | 1,960,341 | 1,960,341 | — | | | Continuation of Health Benefits(1) | 7,654 | 7,654 | — | | | Equity Acceleration | 1,910,031 | 29,137,999 | 29,137,999 | | Emily Reuter | Cash Severance | 500,000 | 500,000 | — | | | Continuation of Health Benefits(1) | 173 | 173 | — | | | Equity Acceleration | 956,905 | 15,757,394 | 15,757,394 | | Morgan Fong | Cash Severance | 500,000 | 500,000 | — | | | Continuation of Health Benefits(1) | 21,503 | 21,503 | — | | | Equity Acceleration | 728,946 | 13,600,872 | 13,600,872 | | (1)Calculated using 2026 premiums based on 12 months of COBRA coverage, or in the case of Mr. Rogers, 24 months of continued group benefit plan coverage). Ms. Reuter does not participate in our medical health plans. | | | | |

  49. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (the “Pay Ratio Rules”), we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our Chief Executive Officer. To identify the median of the annual total compensation of all our employees, the methodology and the material assumptions, adjustments and estimates that we used were as follows: ●We determined our median employee based on our employee population as of December 31, 2025, which included full-time, salaried, and hourly employees in the United States and Canada, other than our Chief Executive Officer. Pursuant to the de minimis exemption under SEC rules, we excluded employees in China, Australia, and Ireland, as they collectively represent less than 3% of our total employee population. ●To identify the median employee, we utilized a consistently applied compensation measure consisting of: (1) actual annual base salary (for salaried employees), (2) regular earnings and overtime (for hourly workers), (3) actual cash bonus, which includes any commissions, the cash portion (if any) that eligible employees elected to receive in lieu of equity from certain RSU awards, and any other cash bonuses, (4) grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718 granted in fiscal year 2025, and (5) certain broad-based employee benefits. We did not make any adjustment to annualize compensation for employees who were employed for less than the full year. We selected this compensation measure as it captures the principal forms of compensation delivered to our employees and this information is readily available with respect to our employees. ●For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using average foreign exchange rates for the 2025 fiscal year. We did not make any cost-of-living adjustments for employees outside of the United States. After consistently applying the methodology described above to all of our included employees, we determined the identity of our median employee for 2025 and then calculated that employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. During fiscal year 2025, Ms. Simo served as Chief Executive Officer until August 15, 2025, and Mr. Rogers served thereafter. Pursuant to the Pay Ratio Rules, in the event a company has multiple individuals serving as Chief Executive Officer during the applicable fiscal year, it is permissible to calculate the CEO pay ratio based on the annualized compensation of the individual serving as the Chief Executive Officer on the median employee identification date. As noted above, Mr. Rogers was appointed as our Chief Executive Officer effective as of August 15, 2025 and served in such capacity through December 31, 2025, the date on which we identified our median employee for purposes of calculating the CEO pay ratio for 2025. As such, for purposes of the CEO pay ratio calculation, we annualized his base salary. The calculation also includes the discretionary bonus paid to him in lieu of any amount that would have otherwise been payable to him under the CBO Bonus Plan, the grant date fair value of his CEO RSU award and the amount disclosed under “All Other Compensation” in the Summary Compensation Table. Mr. Rogers’ total annual compensation for the purposes of this calculation was $16,450,644, which reflects the amount in U.S. dollars utilizing the exchange rates disclosed in the Summary Compensation Table for each applicable component of compensation. The median of the annual total compensation of all of our employees (other than our Chief Executive Officer) for 2025 was $227,439, resulting in a Chief Executive Officer to median employee pay ratio of approximately 72:1 Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC’s regulations for identifying the median employee, calculating annual total compensation and determining the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions. Therefore, our pay ratio disclosure may not be comparable to that reported by other companies, as other companies not only have different employee populations and compensation practices but also may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  50. Pay Versus Performance

    Pay Versus Performance

  51. Pay Versus Performance Analysis

    Pay Versus Performance Analysis As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (“CAP”) and certain financial performance measures of the Company. For purposes of this disclosure, CAP was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our named executive officers during the applicable years. For further information concerning the Company’s variable pay-for-performance philosophy and how our Compensation Committee aligns executive compensation with the Company’s performance, refer to the section titled “—Compensation Discussion and Analysis.”

  52. Pay Versus Performance Analysis

    | Year(1) | Summary Compensation Table Total for PEO (Fidji Simo) ($)(2) | Compensation Actually Paid to PEO (Fidji Simo) ($)(3) | Summary Compensation Table Total for PEO (Chris Rogers) ($)(2) | Compensation Actually Paid to PEO (Chris Rogers) ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) ($)(5) | 30 Trading Day VWAP ($)(6) | | | | | | | | | Total Share- holder Return ($)(4) | Peer Group Total Share- holder Return ($)(4) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 22,296,487 | (48,422,546) | 29,847,540 | 31,210,193 | 13,195,466 | 8,897,416 | 133.47 | 192.44 | 447 | 43.50 | | 2024 | 47,755,111 | 76,371,539 | — | — | 5,102,052 | (455,121) | 122.91 | 155.14 | 457 | 42.82 | | 2023 | 5,273,573 | 55,217,304 | — | — | 2,152,347 | 30,247,360 | 69.64 | 113.56 | (1,622) | 24.55 |

  53. Pay Versus Performance Analysis

    (1)Because we became a reporting company in September 2023, data from fiscal years prior to 2023 is excluded from this disclosure. (2)Fidji Simo, our former Chief Executive Officer, served as our principal executive officer (“PEO”) until August 15, 2025 and Chris Rogers, our current Chief Executive Officer, served as our PEO thereafter. Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for each PEO and the average of the total compensation as reported in the Summary Compensation Table for our remaining named executive officers, other than our PEO (the “Non-PEO NEOs”), for the relevant fiscal year. Our PEOs and Non-PEO NEOs for each fiscal year shown in the table were as follows:

  54. Pay Versus Performance Analysis

    | Year | PEO | Non-PEO NEOs | | 2025 | Chris Rogers, Fidji Simo | Emily Reuter, Morgan Fong, and Daniel Danker | | 2024 | Fidji Simo | Emily Reuter, Morgan Fong, Nick Giovanni, and Asha Sharma | | 2023 | Fidji Simo | Nick Giovanni, Morgan Fong, and Asha Sharma |

  55. Pay Versus Performance Analysis

    (3)The calculation of CAP for 2025 reflects certain adjustments to the amounts reported in the “Total” column in the Summary Compensation Table for our PEO and our Non-PEO NEOs as set forth in the table below (all values shown below for our Non-PEO NEOs represent averages):

  56. Pay Versus Performance Analysis

    | Role | Year | Reported Summary Compensation Table Total ($) | Deductions: Reported Value of Equity Awards(a) ($) | Additions: Value of Equity Awards Calculated in Accordance with SEC Methodology for Determining Compensation Actually Paid(b) ($) | Compensation Actually Paid ($) | | PEO (Simo) | 2025 | 22,296,487 | (21,562,560) | (49,156,473) | (48,422,546) | | PEO (Rogers) | 2025 | 29,847,540 | (28,432,183) | 29,794,836 | 31,210,193 | | Non-PEO NEOs(c) | 2025 | 13,195,466 | (12,743,423) | 8,445,373 | 8,897,416 | | (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2025. (b)The equity award adjustments for 2025 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2025 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2025 (from the end of 2024) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2025; (iii) for awards that are granted and vest in 2025, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2025, the amount equal to the change as of the vesting date (from the end of 2024) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2025, a deduction for the amount equal to the fair value at the end of 2024; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2025. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: | | | | | |

  57. Pay Versus Performance Analysis

    | Role | Year | Year End Fair Value of Equity Awards Granted and Unvested in the Year ($) | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Equity Value Included in Compensation Actually Paid ($)* | | PEO (Simo) | 2025 | — | — | — | 1,614,606 | (50,771,079) | — | (49,156,473) | | PEO (Rogers) | 2025 | 27,101,170 | 161,207 | 1,660,496 | 871,963 | — | — | 29,794,836 | | Non-PEO NEOs(c) | 2025 | 8,561,658 | 96,909 | 468,316 | 924,260 | (1,605,771) | — | 8,445,373 | | * Totals may not foot due to rounding. (c)The numbers shown in this row for the non-PEO NEOs represent averages. | | | | | | | | |

  58. Pay Versus Performance Analysis

    (4)Represents the cumulative total shareholder return (“TSR”) on our common stock and the cumulative TSR on the S&P 500 Information Technology Index (the “Peer Group TSR”), which is the same peer group used for the Stock Return Performance Graph included in the Annual Report, through December 31, 2025. The table assumes $100 was invested at the market close on September 19, 2023, which was the first day our common stock began trading. Data for the Peer Group TSR assumes reinvestment of dividends. Our TSR shown is based on historical results and is not intended to suggest future performance. (5)The dollar amounts reported represent the amount of net income reflected in the Company’s consolidated financial statements for the applicable year. (6)Represents the 30-Day VWAP measured as of the last day of the applicable fiscal year. For purposes of the numbers presented in this table, 30-Day VWAP is based on the volume-weighted average closing price of a share of our common stock on The Nasdaq Stock Market over the 30-trading day period ending on the last day of the applicable fiscal year. See “Pay Versus Performance Tabular List” below for more detail.

  59. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The 30-Day VWAP is the most important financial performance measure used by us to link CAP to our named executive officers for the 2025 fiscal year to our performance. Other than the 30-Day VWAP, we did not utilize any financial performance measures to determine CAP to our named executive officers for the 2025 fiscal year.

  60. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The charts below describe the relationship between CAP to our PEO and the average CAP to our Non-PEO NEOs, on the one hand, and (i) our cumulative TSR, (ii) the Peer Group TSR, (iii) our net income (loss), and (iv) the 30-Day VWAP measured as of the last day of the applicable fiscal year, on the other hand, over the three years presented in the table above. Our executive compensation program emphasizes equity compensation, which we believe demonstrates a longer-term, ownership orientation. As a result of this emphasis, CAP to our PEO and the average of CAP to our Non-PEO NEOs is significantly impacted by our stock price and TSR performance. Changes to our net income do not directly align with CAP. Compensation Actually Paid and Cumulative TSR and Peer Group TSR The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, each as set forth in the table above, and our cumulative TSR and Peer Group TSR for the three most recently completed fiscal years. Compensation Actually Paid and Net Income The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our non-PEO NEOs, and our net income for the three most recently completed fiscal years, each as set forth in the table above. Compensation Actually Paid and 30-Day VWAP The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and 30-Day VWAP for the three most recently completed fiscal years, each as set forth in the table above. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.