DoorDash Agrees To Buy Instacart For About $17 Billion, With A $1.25 Billion Regulatory Breakup Fee
Instacart would owe $650 million if it walks for a better bid, while DoorDash would pay $1.25 billion if regulators sink the deal.
DoorDash agreed to buy Maplebear, the parent of Instacart, at $65.00 a share, an equity value of about $17 billion, according to an 8-K filed Thursday. The merger agreement was signed Wednesday, and DoorDash would owe a $1.25 billion cash fee if the deal dies under specified regulatory circumstances.
Two breakup fees, two very different sizes
The regulatory fee payable to Instacart is $1.25 billion. Instacart's own fee is $650 million, payable if it terminates to accept a superior proposal or if DoorDash terminates after the Instacart board changes its recommendation.
If Instacart stockholders vote the deal down, Instacart must reimburse DoorDash's expenses up to $25 million, an amount credited against any later $650 million fee. The agreement also bars Instacart from shopping itself, though it can engage with unsolicited bids that could lead to a superior proposal before the stockholder vote.
Bloomberg reported, citing people familiar with the matter, that DoorDash was in advanced talks at roughly $17 billion, and that Instacart had previously held talks about selling itself to Uber Technologies.
Mostly cash, with a 25% stock cap
The price is a 26% premium to Instacart's October 22 close, the last trading day before media reports of a possible deal, the companies said in a joint release.
Instacart holders can elect $65.00 in cash, 0.3372 DoorDash shares, or a mix of $48.75 plus 0.0843 shares. Total consideration will be at least 75% cash, so stock elections are prorated if they exceed the 25% cap, and the overflow converts to cash. Holders who make no election get cash.
DoorDash plans to pay the cash portion from cash on hand and debt, backed by a 364-day senior unsecured bridge loan commitment from JPMorgan Chase Bank. The deal carries no financing condition, and DoorDash is targeting a capital structure that keeps investment-grade ratings.
What Instacart is and who is backing the deal
Instacart, formally Maplebear, makes the technology that lets shoppers order groceries for delivery or pickup. As of December 31, 2025, it enabled more than 2,200 retail banners and about 600,000 shoppers picked and delivered orders. Its products are the Marketplace app, the Enterprise platform that runs retailers' own storefronts, and an ads business for brands.
Stockholders holding about 19% of Instacart's shares, including D1 Capital Partners and Sequoia Capital Operations, have agreed to vote for the deal. DoorDash CEO Tony Xu said grocery is "one of the hardest things to get right online."
DoorDash expects to keep Instacart's brand, enterprise products and app after closing, and says DashPass and Instacart+ members would pay one fee instead of two. The deal is targeted to close at the end of 2027 or in the first half of 2028. The agreement lets either side walk if it has not closed 12 months after signing, with automatic three-month extensions of up to four times if only antitrust conditions remain open.
DoorDash will file a registration statement containing Instacart's proxy, and Instacart stockholders must then vote; Instacart said it held about $1 billion in cash at the end of the third quarter, when it also repurchased $230 million of its shares.
Sources
- 8-K Filing — Maplebear Inc. (CART) — SEC EDGAR
- Exhibit d171568dex991.htm — Maplebear Inc. 8-K exhibit — SEC EDGAR
- DoorDash Adds Instacart to Its Cart: Reported $17 Billion Deal Talks Ahead of Nov. 4 Earnings — benzinga.com
- DoorDash to buy Instacart for about $17 billion in cash and stock — qz.com
- DoorDash to Acquire Instacart to Help Local Stores Win – Company Announcement - FT.com — Financial Times
- Instacart Announces Third Quarter 2026 Financial Results — prnewswire.com
