DoorDash to Acquire Instacart (Maplebear Inc.) in Landmark Cash and Stock Combination

Executive Summary

On October 28, 2026, DoorDash, Inc. (NASDAQ: DASH) entered into a definitive Agreement and Plan of Merger to acquire Maplebear Inc. d/b/a Instacart (NASDAQ: CART). Under the terms of the agreement, DoorDash's subsidiary Ibiza Merger Sub, Inc. will merge into Instacart, leaving Instacart as a wholly owned operating subsidiary of DoorDash.

Key Transaction Terms & Consideration

Instacart common stockholders are offered the option to elect one of three consideration options, subject to proration:

1. All-Cash Consideration: $65.00 in cash per share without interest (also the default election for non-electing shares).
2. All-Stock Consideration: 0.3372 shares of DoorDash Class A Common Stock per Instacart share. The stock election is subject to a hard cap of 25% of total aggregate merger consideration.
3. Mixed Consideration: $48.75 in cash plus 0.0843 shares of DoorDash Class A Common Stock per share.

Alternative Stock Consideration Option: DoorDash holds an option to issue Class C common stock in lieu of Class A common stock under defined listing, dividend, and price-adjustment mechanics.

Financing & Balance Sheet Impact

• Bridge Facility: DoorDash secured a debt commitment letter from JPMorgan Chase Bank, N.A. providing a 364-day senior unsecured bridge term loan facility of up to $13.0 billion.
• Permanent Financing Plan: DoorDash intends to replace the bridge loan prior to closing using available balance sheet cash and permanent capital market financing (senior bonds and/or term loans).
• Financing Condition: The merger agreement contains no financing condition.

Governance, Approvals & Deal Protections

• Voting Lock-ups: Concurrently with signing, certain Instacart shareholders representing approximately 19% of outstanding voting power entered into Voting Agreements supporting the transaction.
• Instacart Termination Fee: $650,000,000 payable by Instacart under customary superior proposal or change-of-recommendation conditions (with up to $25,000,000 expense reimbursement if vote fails).
• Regulatory/Antitrust Reverse Termination Fee: $1,250,000,000 payable by DoorDash if the transaction fails to close due to antitrust injunctions or failure to achieve regulatory clearance prior to the outside date.
• Regulatory Scope: Clearances required include U.S. HSR Act, Canadian Competition Act, and the Israeli Economic Competition Law. The initial outside date is set at 12 months with up to four 3-month extensions for regulatory reviews.