Key Highlights

● A holder converted all 5,833,333 shares of Maplebear's Series A Convertible Preferred Stock into common stock on September 21, 2026.

● Maplebear filed a Certificate of Elimination with Delaware on September 24, formally removing the Series A designation from its charter.

● The newly issued common shares carry a 35-day lock-up period, and the issuance was exempt from registration under Securities Act Section 3(a)(9).

● The Series A class, created in September 2023, existed for almost exactly three years before being fully converted and eliminated.

Maplebear Inc. (NASDAQ:CART), which operates as Instacart, eliminated its Series A Convertible Preferred Stock after a holder converted all 5,833,333 outstanding shares into common stock, the company disclosed in an 8-K filed September 25, 2026. The conversion occurred September 21, and Maplebear filed a Certificate of Elimination with the Delaware Secretary of State on September 24 to formally remove the Series A designation from its corporate charter. Both steps were reported together in a single 8-K covering Items 3.02 and 5.03 of Form 8-K.

From Preferred to Common

According to the filing, the unnamed holder converted its full 5,833,333 shares of Series A Convertible Preferred Stock into an equal number of shares of common stock on September 21, 2026. The newly issued common shares are subject to a 35-day lock-up period following issuance, restricting the holder from immediately selling into the market. Maplebear said the issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, which covers securities exchanged by an issuer with its existing security holders where no commission or other remuneration is paid for soliciting the exchange.

Because the conversion involved an existing security holder exchanging one class of Maplebear stock for another rather than a sale to a new investor, the transaction did not require a registration statement or bring in any new cash to the company.

Wiping the Series A Off the Books

Three days after the conversion, on September 24, Maplebear's board filed a Certificate of Elimination removing all references to the Series A Preferred Stock from its Amended and Restated Certificate of Incorporation. The certificate confirms that "no shares of Series A Preferred Stock are outstanding, and no shares thereof will be issued," and that the shares revert to "authorized but unissued shares of preferred stock of the Company, without designation as to series."

The Series A designation had originally been created through a Certificate of Designation filed with Delaware back on September 21, 2023, meaning this elimination closes out a preferred class that existed for almost exactly three years before being fully converted. Delaware corporate law permits a company to eliminate a wholly converted or redeemed series of preferred stock by board resolution and a filing with the Secretary of State, without requiring a separate stockholder vote, which is the mechanism Maplebear used here.

Why This Matters for Maplebear's Capital Structure

Eliminating a preferred stock class simplifies a company's Capital Structure and removes any special rights, preferences or protective provisions the Series A shares carried, since a converted-and-eliminated class can no longer be reissued without the board and, potentially, stockholders creating a new designation. The filing does not disclose the original purpose of the Series A shares, the identity of the holder, or the specific conversion price beyond the fact that the exchange was one-for-one into common stock.

Maplebear, which operates the Instacart grocery delivery and technology platform, is a Nasdaq-listed company that has periodically adjusted its capital structure since its 2023 initial public offering. Instacart connects customers with personal shoppers who select and deliver groceries and other goods from retail partners, and the company has continued to refine its Equity structure in the years following its IPO as early investor and employee holdings evolve.

Lock-Up Timeline and Next Disclosures

The 35-day lock-up on the newly issued common shares means they could become freely tradable in late October 2026. Maplebear's next periodic report should reflect the updated share count and capital structure following the elimination of the Series A class. The filing does not disclose the identity of the converting holder or any related agreements beyond the conversion itself, information that may surface in a future proxy statement or beneficial-ownership filing if the holder's stake is large enough to require separate disclosure.