DoorDash agrees to buy Instacart at $65 a share, with at least 75% of the total in cash

DoorDash entered into a merger agreement on October 28, 2026, with Maplebear Inc., which does business as Instacart. The agreement provides for Ibiza Merger Sub, Inc., a wholly owned DoorDash subsidiary, to merge with and into Instacart, with Instacart continuing as a wholly owned subsidiary of DoorDash. DoorDash said that together the companies would help stores of every size reach more customers. DoorDash said that DashPass and Instacart+ members paying one membership fee instead of two would save them an estimated $100 million per year on membership fees alone.

Each Instacart share can be exchanged, at the holder's election and subject to proration, for $65 in cash, 0.3372 shares of DoorDash Class A common stock, or $48.75 in cash plus 0.0843 shares of that stock, subject to DoorDash's ability to issue Class C common stock instead under conditions set out in the merger agreement. Shares without a valid election receive cash. Stock consideration is capped at 25% of the aggregate consideration, and oversubscribed stock elections are prorated, with the remaining stock election shares receiving cash. DoorDash said the aggregate consideration will be at least 75% cash.

JPMorgan Chase Bank, N.A. committed to provide a 364-day senior unsecured bridge term loan facility of up to $13 billion, subject to customary conditions, including definitive documentation. DoorDash said it expects to replace the bridge facility before closing with cash on hand and permanent financing. DoorDash said the permanent financing may include senior debt securities, senior term loans, revolving loans or a combination of them. The merger is not subject to a financing condition.

DoorDash said the transaction is expected to close in the end of 2027 or the first half of 2028, subject to approval by Instacart stockholders, the expiration or termination of the Hart-Scott-Rodino waiting period, other regulatory approvals, including in Canada and Israel, and other customary closing conditions. Stockholders holding about 19% of Instacart's outstanding shares have agreed to vote in favor. Either party can terminate the agreement if the merger has not closed by an outside date 12 months after the agreement, with up to four automatic three-month extensions if only the antitrust-related conditions are unmet on that date.

The agreement requires Instacart to pay DoorDash a $650 million termination fee in specified circumstances, including if Instacart terminates it to enter into a definitive agreement for a superior proposal or DoorDash terminates it because of an adverse change in the Instacart board's recommendation. DoorDash must pay Instacart a $1.25 billion termination fee if the agreement is terminated because the merger has not closed by the outside date while the antitrust-related conditions are unmet but all other conditions to DoorDash's obligations to close are met or waived, or because of a final, non-appealable legal restraint relating to antitrust laws.