DoorDash to Acquire Instacart (Maplebear Inc.) with $13B Bridge Financing

Executive Summary

On October 28, 2026, DoorDash, Inc. entered into an Agreement and Plan of Merger to acquire Maplebear Inc. (d/b/a Instacart). Instacart will merge with Ibiza Merger Sub, Inc. and become a wholly owned subsidiary of DoorDash. The transaction represents a major consolidation in the grocery delivery and on-demand logistics sector, supported by up to $13.0 billion in bridge financing from JPMorgan Chase.

Transaction Structure & Consideration

Instacart stockholders can elect between cash, stock, or mixed consideration (subject to proration):

• Cash Election: $65.00 in cash without interest per Instacart share.
• Stock Election: 0.3372 shares of DoorDash Class A Common Stock per Instacart share (subject to an option for DoorDash to issue Class C Common Stock under specified listing and dividend conditions).
• Mixed Election: $48.75 in cash plus 0.0843 shares of DoorDash Class A Common Stock.
• Proration Cap: Aggregate stock consideration is capped at 25% of total transaction value (Maximum Stock Share Number). Non-elections default to the cash consideration.

Financing Details (Item 8.01)

• DoorDash secured a debt commitment letter from JPMorgan Chase Bank, N.A. for a 364-day senior unsecured bridge term loan facility of up to $13.0 billion.
• The transaction contains no financing contingency.
• DoorDash intends to refinance or replace the bridge facility prior to closing through available balance sheet cash and permanent debt issuances (senior notes, term loans, or revolving facilities).

Termination & Regulatory Provisions

• Outside Date: 12 months post-signing, extendable up to four times by three months each (up to 24 months total) if antitrust approvals remain pending.
• DoorDash Regulatory Termination Fee: $1.25 billion in cash if blocked by final antitrust legal restraints or if the outside date lapses with antitrust clearances unfulfilled.
• Instacart Termination Fee: $650 million in cash under fiduciary-out/superior proposal scenarios or adverse recommendation changes.
• Expense Reimbursement: Up to $25 million payable by Instacart to DoorDash if Instacart stockholders fail to approve the transaction.

Governance & Voting Support

• Stockholders holding approximately 19% of Instacart's voting power entered into Voting Agreements pledging support for the transaction.
• Closing remains conditioned on Instacart stockholder approval, expiration of HSR Act waiting periods, and competition clearances in Canada and Israel.