DoorDash, Inc. filed a Form 8-K on October 29, 2026, disclosing that on October 28, 2026 it entered into an Agreement and Plan of Merger with Maplebear Inc. (Instacart) 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 DoorDash subsidiary.
  • Cash consideration: Instacart shareholders may elect to receive $65.00 in cash per share, without interest.
  • Stock consideration: Shareholders may instead elect 0.3372 shares of DoorDash Class A Common Stock per Instacart share, subject to a cap representing 25% of aggregate merger consideration.
  • Mixed consideration: A third election allows $48.75 in cash plus 0.0843 shares of DoorDash Class A Common Stock per Instacart share.
  • Alternative stock class: 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 the stock component, subject to specified conditions.
  • Termination fee: Instacart would be required to pay DoorDash a termination fee of $650,000,000 in cash in certain termination scenarios, according to the filing.
  • Outside date: The agreement may be terminated if closing has not occurred by 12 months after the agreement date, 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 (NASDAQ:DASH) entered into the Merger Agreement on October 28, 2026, with Maplebear Inc. (operating as Instacart) and Ibiza Merger Sub, Inc. Under the agreement, Merger Sub will merge into Instacart, leaving Instacart as the surviving entity and a wholly owned subsidiary of DoorDash. Instacart shareholders who do not make a valid election will receive the Cash Consideration of $65.00 per share by default.

The filing explains that elections to receive Stock Consideration are subject to proration. The total shares of Instacart Common Stock convertible into DoorDash Class A shares may not exceed the Maximum Stock Share Number, defined as representing 25% of the aggregate consideration to be issued by DoorDash in the merger. If Stock Election Shares exceed that cap, the excess will be converted into the right to receive Cash Consideration instead. DoorDash also retains the option to introduce a Class C Common Stock as an alternative stock component, provided it lists that class on Nasdaq, issues a dividend of at least 0.5 shares of Class C Common Stock on each outstanding Class A and Class B share, and delivers irrevocable written notice to Instacart.

Closing is conditioned on, among other things, Instacart stockholder approval, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearance under the Competition Act (Canada) and the Israeli Economic Competition Law-1988, and the listing of DoorDash shares to be issued in the merger on the Nasdaq Stock Market. Each party's obligation is also conditioned on the accuracy of the other party's representations and warranties and the absence of a material adverse effect with respect to the other party, as the filing states. Either party may terminate if a legal restraint permanently preventing the merger becomes final and non-appealable, or if Instacart stockholder approval is not obtained. DoorDash may terminate upon an Adverse Recommendation Change by Instacart's board prior to stockholder approval.

What Was Disclosed

DoorDash disclosed entry into a merger agreement to acquire Instacart through a cash-and-stock transaction, detailing per-share consideration options, proration mechanics, an alternative Class C stock election, closing conditions, termination rights, and a $650,000,000 termination fee payable by Instacart in certain circumstances.