DoorDash (NASDAQ: DASH) agrees to buy Instacart for $17 billion, mostly in cash

What happened

DoorDash, Inc. (NASDAQ: DASH) agreed to buy Instacart for $65.00 a share, an equity value of approximately $17 billion. Instacart is run by Maplebear Inc. (NASDAQ: CART), which calls itself a grocery technology company. DoorDash expects to pay for part of the deal with new debt.

The price is a 26% premium to Instacart's Oct. 22 closing price, the last trading day before media reports about a possible deal. At least 75% of the total price will be cash.

The companies signed the merger agreement on Oct. 28 and announced it on Oct. 29. Instacart's board approved it unanimously. Until closing, the two companies will run separately.

Key numbers

Metric	Latest	Change	Source
Price per Instacart share	$65.00		SEC 8-K, Exhibit 99.1
Equity value	Approximately $17 billion		SEC 8-K, Exhibit 99.1
Premium to Oct. 22 Instacart close	26%		SEC 8-K, Exhibit 99.1
Bridge loan commitment (cap)	Up to $13.0 billion		SEC 8-K
Termination fee payable by DoorDash	$1.25 billion		SEC 8-K
Termination fee payable by Instacart	$650 million		SEC 8-K

Read more: DoorDash (DASH) company research

What Instacart holders get

Each Instacart holder can choose one of three payouts per share: all cash, 0.3372 shares of DoorDash common stock, or $48.75 in cash plus 0.0843 shares. Holders who make no valid choice get cash.

Stock is capped. If too many holders ask for stock, their requests are cut back and the rest is paid in cash. Holders may end up with a different mix than they chose.

Before the earlier of March 31, 2027 and three months before closing, DoorDash can choose to issue Class C common stock instead of Class A for the stock portion. That requires a Nasdaq listing for the Class C shares and a dividend of at least 0.5 Class C shares on each outstanding Class A and Class B share.

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How DoorDash plans to pay

JPMorgan Chase Bank, N.A. committed to a 364-day senior unsecured bridge term loan of up to $13.0 billion. DoorDash can use it for the cash payment and for deal fees and costs.

DoorDash expects to replace the bridge before closing with cash on hand and permanent financing. That may include senior debt securities, senior term loans or revolving loans. It says it is aiming for a capital structure that keeps investment-grade ratings.

The merger has no financing condition. If DoorDash fails to line up financing, that alone would not release it from the deal.

Why it matters

OptimistFi has argued that DoorDash's value rests on expanding beyond restaurant delivery while turning scale into GAAP profit and cash. The deal advances the expansion half of that bet. The debt financing bears on the cash half.

DoorDash calls the fit complementary. Families use Instacart for the big weekly shop and DoorDash for meals and other neighborhood items in under an hour. After closing, Instacart customers could shop at more than 50,000 additional stores, on top of the nearly 100,000 on the Instacart platform today.

DashPass and Instacart+ members would pay one membership fee instead of two, saving an estimated $100 million per year. That is DoorDash's own estimate, listed among the benefits it expects.

DoorDash also committed to an open platform with no grocery exclusivity. It expects to keep Instacart's brand, enterprise technology products and app.

Termination fees and approvals

The risk sits in the closing conditions. The deal needs Instacart stockholder approval, the end of the Hart-Scott-Rodino waiting period, and clearances in Canada and Israel. DoorDash would owe Instacart $1.25 billion if the deal fails on antitrust grounds, either at the outside date or through a final legal bar.

Instacart would owe DoorDash $650 million in specified cases, including if it accepts a superior proposal. DoorDash's fee is $600 million larger, so an antitrust failure costs DoorDash more.

The outside date is 12 months after the agreement. Up to four automatic three-month extensions apply if only antitrust conditions remain unmet.

What's next

DoorDash will report third quarter 2026 results on Oct. 29 and discuss the deal on its earnings call at 5:30 a.m. PT (8:30 a.m. ET).

DoorDash plans to file a Form S-4 registration statement, which will include Instacart's proxy statement, before the Instacart stockholder vote. Holders of about 19% of Instacart's voting power have already agreed to vote in favor.

Closing is expected at the end of 2027 or in the first half of 2028. Antitrust clearance in the United States, Canada and Israel would move the deal toward completion. A block on antitrust grounds would trigger the larger termination fee.

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