DoorDash, Inc. filed a current report on October 29, 2026, disclosing that it entered into an Agreement and Plan of Merger with Maplebear Inc. (Instacart) on October 28, 2026, under which Instacart would become a wholly owned subsidiary of DoorDash.

Key Highlights

  • Merger structure: Ibiza Merger Sub, Inc., a wholly owned DoorDash subsidiary, will merge with and into Instacart, with Instacart surviving as a wholly owned subsidiary of DoorDash.
  • Cash Consideration: Instacart stockholders may elect to receive $65.00 in cash per share, without interest.
  • Stock Consideration: Alternatively, stockholders may elect to receive 0.3372 shares of DoorDash Class A Common Stock per Instacart share.
  • Mixed Consideration: A third election offers $48.75 in cash plus 0.0843 shares of DoorDash Class A Common Stock per Instacart share.
  • Stock cap: Stock Consideration elections are limited so that stock issued does not exceed 25% of the aggregate consideration in the Merger; excess Stock Election Shares are prorated into Cash Consideration.
  • Termination fee: Instacart would be required to pay DoorDash a termination fee of $650,000,000 in cash under specified termination circumstances.
  • Outside Date: Either party may terminate the agreement if the Merger has not closed within 12 months of signing, subject to up to four automatic three-month extensions if antitrust conditions remain unsatisfied.

DoorDash and Instacart Merger Agreement: Key Terms and Conditions

According to the filing, DoorDash, Inc. (NASDAQ:DASH), a Nevada corporation operating a food and goods delivery marketplace, entered into an Agreement and Plan of Merger on October 28, 2026, with Maplebear Inc. (Instacart), a Delaware corporation that operates an online grocery delivery platform, and Ibiza Merger Sub, Inc., a wholly owned DoorDash subsidiary formed for the transaction. Under the agreement, Merger Sub will merge with and into Instacart, leaving Instacart as the surviving entity and a wholly owned subsidiary of DoorDash.

The filing describes three forms of merger consideration available to Instacart stockholders. Each share of Instacart Common Stock (par value $0.0001) may be converted into $65.00 cash, 0.3372 shares of DoorDash Class A Common Stock, or a combination of $48.75 cash plus 0.0843 DoorDash Class A shares, at the holder's election and subject to proration rules. Shares for which no valid election is made will be converted into the Cash Consideration. The filing further notes that DoorDash may elect, prior to the earlier of March 31, 2027 or three months before closing, to issue Class C Common Stock in lieu of Class A shares as consideration, subject to conditions including Nasdaq listing approval and a dividend of at least 0.5 Class C shares on each outstanding Class A and Class B share.

Closing conditions identified in the filing include adoption of the Merger Agreement by Instacart's stockholders, expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, required clearances under the Competition Act (Canada) and the Israeli Economic Competition Law-1988, and Nasdaq listing approval for the DoorDash shares to be issued. The filing also states that Instacart retains the right to terminate the agreement to pursue a Superior Proposal before Stockholder Approval is obtained, and that DoorDash may terminate if an Adverse Recommendation Change occurs at Instacart prior to that approval.

What Was Disclosed

DoorDash filed an 8-K on October 29, 2026, reporting its October 28, 2026 entry into a merger agreement to acquire Instacart, detailing consideration options for Instacart stockholders, closing conditions, termination rights, and a $650,000,000 termination fee payable by Instacart under specified circumstances.