DoorDash Agrees to Buy Instacart in Cash-and-Stock Deal

What happened

DoorDash, Inc. (Nasdaq: DASH), the restaurant and retail delivery platform, said in an SEC filing that on October 28, 2026 it entered into an Agreement and Plan of Merger with Maplebear Inc., the parent of grocery delivery company Instacart, and a wholly owned DoorDash subsidiary called Ibiza Merger Sub.

Under the deal, the subsidiary will merge into Instacart, and Instacart will survive as a wholly owned subsidiary of DoorDash.

Each Instacart share will convert into one of three options, chosen by the holder: $65.00 in cash; 0.3372 shares of DoorDash Class A common stock; or a combination of $48.75 in cash plus 0.0843 DoorDash Class A shares.

Instacart holders who do not make a valid election receive the cash option. The stock portion is capped at 25% of total merger consideration, so if too many holders pick stock, those elections are prorated and the excess converts to cash.

DoorDash said certain Instacart stockholders, holding about 19% of Instacart's voting power in aggregate, signed voting agreements to support the deal.

DoorDash shares closed at $179.00 on October 29, up 5.61% from the prior close of $169.49, on volume of about 9.84 million shares against an average of about 4.11 million, according to the price data.

The funding and the break fees

DoorDash also said it signed a commitment letter with JPMorgan Chase Bank for a 364-day senior unsecured bridge term loan facility of up to $13.0 billion, to fund all or part of the cash consideration and deal expenses. DoorDash said it expects to replace the bridge before closing with cash on hand and permanent financing, which may include senior debt securities and/or senior borrowings.

The merger agreement includes termination fees. Instacart would owe DoorDash $650 million in specified circumstances, including leaving for a superior proposal or a change in board recommendation. DoorDash would owe Instacart $1.25 billion if the deal fails on antitrust grounds — either the outside date passes with antitrust conditions unsatisfied, or a final non-appealable antitrust restraint blocks the deal.

Closing conditions include approval by Instacart stockholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Act, and clearance under Canadian and Israeli competition law. The outside date is 12 months after signing, extendable by up to four additional three-month periods if only antitrust conditions remain.

What this means

A Form 425 is filed when a company communicates about a merger or acquisition. Rule 425 under the Securities Act requires companies involved in a deal to file written communications about it, so investors see the same material at the same time. This filing is an 8-K whose cover page checks the Rule 425 box, meaning DoorDash is using it to satisfy that obligation while also disclosing the merger agreement itself.

The three-way election is a common structure in stock-and-cash deals. It gives Instacart holders a choice between cashing out, taking DoorDash stock, or a blend, while the 25% cap on stock lets DoorDash limit how much equity it issues. Proration is the mechanism that enforces the cap: if demand for stock exceeds the limit, elections are scaled back proportionally and the rest is paid in cash.

The 0.3372 exchange ratio is the number of DoorDash shares each Instacart share converts into under the all-stock option, so the value of that option moves with DoorDash's share price until closing. The mixed option's 0.0843 ratio is roughly a quarter of the stock ratio, paired with $48.75 in cash.

The $13 billion bridge facility is short-term committed financing: JPMorgan has agreed to lend if needed, giving DoorDash certainty it can pay the cash portion. Replacing a bridge with bonds or other permanent debt before closing is the usual next step, and the filing says DoorDash expects to do so, though it does not commit to a specific form.

The filing does not say why the two companies agreed to combine, and no source here states a rationale. What comes next, per the filing, is an Instacart stockholder vote and antitrust review in the US, Canada and Israel; the deal cannot close until those conditions are met.