DoorDash to Acquire Instacart (Maplebear) for $65.00/Share in Cash and Stock Deal

Executive Summary

On October 28, 2026, Maplebear Inc. (d/b/a Instacart) entered into a definitive Agreement and Plan of Merger with DoorDash, Inc. and its wholly owned subsidiary Ibiza Merger Sub, Inc. Under the terms of the merger agreement, Instacart will be acquired by DoorDash in a cash-and-stock transaction.

Consideration Structure & Election Terms

Instacart stockholders can elect to receive merger consideration subject to proration mechanics:

1. Cash Election: $65.00 in cash per share, without interest.
2. Stock Election: 0.3372 shares of DoorDash Class A Common Stock (or Class C Common Stock if DoorDash exercises its alternative stock election).
3. Mixed Election: $48.75 in cash plus 0.08430 shares of DoorDash Class A Common Stock.
4. Non-Election Shares: Stockholders who do not submit a timely election will receive the Cash Consideration ($65.00/share).
5. Proration Mechanics: The aggregate stock consideration issued will be capped at the level that would have been issued had all converting shares received the Mixed Consideration.

Treatment of Equity Awards

• Vested In-the-Money Options: Canceled and cashed out for the spread between $65.00 and the exercise price.
• Vested RSUs / PSUs: Converted into the right to receive the $65.00 cash consideration.
• Unvested RSUs / PSUs: Converted into DoorDash Restricted Stock Unit Awards based on an equity award exchange ratio derived from the mixed consideration value and DoorDash's closing price.

Key Deal Protections, Regulatory Terms & Breakup Fees

• Company Termination Fee: Instacart must pay DoorDash a termination fee of $650,000,000 in customary scenarios (e.g., acceptance of a Superior Proposal or adverse board recommendation change), plus expense reimbursement up to $25,000,000 if voted down by stockholders.
• Regulatory Reverse Breakup Fee: DoorDash must pay Instacart $1,250,000,000 if the transaction is terminated due to regulatory/antitrust failure.
• Voting & Support Agreements: Key stockholders D1 Capital Partners L.P. and Sequoia Capital Operations, LLC entered into support agreements committing to vote their shares in favor of the merger.
• Approvals Required: Expiration of HSR waiting period, approvals under the Canadian Competition Act and the Israeli Economic Competition Law, Form S-4 registration effectiveness, and Instacart stockholder approval.