Maplebear agrees to DoorDash deal at $65 per share
Stockholders can elect cash, DoorDash shares or a mix, but stock consideration is capped at 25% of aggregate consideration and subject to proration.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Maplebear Inc. (Instacart; CART) agreed on October 28, 2026, to be acquired by DoorDash, Inc. for a stated value of $65.00 per Instacart share, or approximately $17 billion in equity value. Stockholders may elect $65.00 in cash, 0.3372 shares of DoorDash common stock, or a combination of $48.75 in cash and 0.08430 shares; shares with no valid election receive cash. Aggregate consideration will be at least 75% cash, and stock consideration is capped at 25%, with proration if stock elections exceed the cap. Closing is subject to stockholder approval, regulatory clearances, an effective Form S-4 registration statement and other conditions.
DoorDash and Maplebear expect closing at the end of 2027 or in the first half of 2028, subject to those conditions. DoorDash expects to fund the cash portion with cash on hand and debt financing, supported by a commitment for a 364-day senior unsecured bridge loan facility; the transaction is not subject to a financing condition. Stockholders holding about 19% of Maplebear’s outstanding shares agreed to vote in favor. Maplebear’s board unanimously approved the agreement and recommended that stockholders adopt it.
8-K Event Classification
Key Figures
Key Terms
proration financial
Equity Award Exchange Ratio financial
fiduciary out regulatory
Outside Date regulatory
senior unsecured bridge loan facility financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What merger consideration can CART stockholders elect?
When is the DoorDash-Instacart transaction expected to close?
How will DoorDash finance the cash portion of the CART acquisition?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Merger Agreement
Overview
On October 28, 2026, Maplebear Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DoorDash, Inc., a Nevada corporation (“Parent”), and Ibiza Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. The Board of Directors of the Company has unanimously approved the Merger Agreement and has recommended that the stockholders of the Company adopt the Merger Agreement.
Closing Conditions
The consummation of the Merger is subject to customary closing conditions, including, among other things, (i) adoption of the Merger Agreement by the Company’s stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the expiration of any applicable mandatory waiting period, or the receipt of the applicable clearance or affirmative approval, under the Competition Act (Canada) and under the Israeli Economic Competition Law-1988, (iii) the absence of any order issued or law enacted by any governmental entity of competent jurisdiction preventing or prohibiting the consummation of the Merger, (iv) the effectiveness of a registration statement on Form S-4 to be filed by Parent registering the shares of Parent Class A Common Stock (or Parent Class C Common Stock, if applicable) issuable in the Merger, (v) authorization for listing on the Nasdaq Global Select Market of the shares of Parent Class A Common Stock (or Parent Class C Common Stock, if applicable) issuable in the Merger and (vi) certain other conditions set forth in the Merger Agreement.
Merger Consideration; Election and Proration Procedures
At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.0001 per share, of the Company (the “Shares”), other than Shares owned by (i) the Company, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or the Company and (ii) stockholders of the Company who have validly exercised their statutory rights of appraisal under Section 262 of the Delaware General Corporation Law, will be converted into the right to receive: (i) if a cash election (a “Cash Election”) has been properly made and not revoked or deemed revoked in accordance with the requirements set forth in the Merger Agreement, $65.00 in cash, without interest (the “Cash Consideration”); (ii) if an election to receive Parent Class A Common Stock (a “Stock Election”) has been properly made and not revoked or deemed revoked in accordance with the requirements set forth in the Merger Agreement, 0.3372 shares of Parent Class A Common Stock (the “Stock Exchange Ratio”), subject to Parent’s election to issue the Alternative Stock Consideration (as defined below), without interest (the “Stock Consideration”); (iii) if both a Cash Election and a Stock Election (a “Mixed Election”) have been properly made and not revoked or deemed revoked in accordance with the requirements set forth in the Merger Agreement, a combination of $48.75 in cash, without interest, plus 0.08430 shares of Parent Class A Common Stock (the “Mixed Exchange Ratio”), subject to Parent’s election to issue the Alternative Stock Consideration, without interest (the “Mixed Consideration” and, together with the Cash Consideration and the Stock Consideration, the “Merger Consideration”); or (iv) if neither a Cash Election nor a Stock Election has been properly made (a “Non-Election Share”), the Cash Consideration.
Parent may elect to issue shares of Parent Class C Common Stock in lieu of Parent Class A Common Stock (the “Alternative Stock Consideration”) as the Stock Consideration and the stock portion of the Mixed Consideration, subject to, and in accordance with, the terms set forth in the Merger Agreement. Any such election (i) must be made prior to the earlier of (x) March 31, 2027 and (y) three months prior to the closing of the Merger, (ii) is subject to the satisfaction of certain conditions, including listing the Parent Class C Common Stock on Nasdaq and the issuance by Parent of a dividend of at least 0.5 shares of Parent Class C Common Stock on each outstanding share of Parent Class A Common Stock and Parent Class B Common Stock and (iii) requires Parent to provide the Company with prior, irrevocable written notice. If Parent elects to issue the Alternative Stock Consideration, the Stock Exchange Ratio and the Mixed Exchange Ratio will be adjusted to provide for an upward adjustment of the Stock Exchange Ratio and Mixed Exchange Ratio applicable to the Parent Class C Common Stock if the Parent Closing Price (as defined below) of the Parent Class C Common Stock is less than the Parent Closing Price of the Parent Class A Common Stock so that the Company’s stockholders receive the same value as they would have received in Parent Class A Common Stock, subject to, and in accordance with, the terms set forth in the Merger Agreement.
2
Each record holder of Shares will have the right to submit an election specifying the portion of such holder’s Shares with respect to which such holder desires to make a Cash Election, a Stock Election or a Mixed Election, using a form of election to be prepared by Parent and reasonably acceptable to the Company (the “Form of Election”). The Company and Parent will mail the Form of Election not less than 20 business days prior to the anticipated deadline for making an election to holders of record as of the fifth business day prior to such mailing date, which deadline will be 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that is three business days prior to the parties’ good faith estimate of the closing date of the Merger, or such other date as the Company and Parent may mutually agree (the “Election Deadline”). If the closing date is delayed to a subsequent date, the Election Deadline will be similarly delayed to a subsequent date. An election will be properly made only if the exchange agent for the Merger (the “Exchange Agent”) receives a properly completed and executed Form of Election prior to the Election Deadline. Holders may change their election by written notice accompanied by a properly completed and executed revised Form of Election or revoke an election by written notice to the Exchange Agent at any time prior to the Election Deadline, and any Shares as to which no valid election is in effect at the Election Deadline will be treated as Non-Election Shares. All elections will be automatically deemed revoked if the Merger Agreement is terminated. The Exchange Agent will have reasonable discretion to determine whether an election, revocation or change has been properly or timely made.
The Merger Agreement includes a proration mechanism pursuant to which the total number of Shares to be converted into the right to receive the Stock Consideration will not exceed a maximum number of Shares, calculated so that the aggregate stock portion of the Merger Consideration issued in respect of Shares subject to Stock Elections and Mixed Elections does not exceed the amount that would have been issued had all Shares that converted into the right to receive the Merger Consideration received the Mixed Consideration, as determined in accordance with the terms set forth in the Merger Agreement. If the aggregate number of Shares with respect to which Stock Elections are properly made and not revoked or deemed revoked exceeds such maximum number, then each electing holder’s Shares subject to a Stock Election will be converted automatically into the right to receive the Stock Consideration only with respect to a pro rata portion of such Shares (based on the ratio of such maximum number to the aggregate number of Shares subject to Stock Elections), with the holder’s remaining Shares that are subject to a Stock Election instead converting into the right to receive the Cash Consideration.
Treatment of Company Equity Awards
Each option to purchase Shares outstanding and unexercised immediately prior to the Effective Time will be canceled, and, to the extent vested (after giving effect to any vesting that occurs automatically as a result of the Merger) and having a per-share exercise price less than the Cash Consideration, converted into the right to receive a cash payment equal to the excess of the Cash Consideration over the per-share exercise price, multiplied by the number of Shares subject to such option. Each award of Company restricted stock units and Company performance stock units that is outstanding, vested and unsettled as of immediately prior to the Effective Time (after giving effect to any vesting that occurs automatically as a result of the Merger) will be canceled and converted into the right to receive, in respect of each Share subject to such award, the Cash Consideration. Each award of Company restricted stock units and Company performance stock units that is outstanding and unvested as of immediately prior to the Effective Time (after giving effect to any vesting that occurs automatically as a result of the Merger) will be canceled immediately prior to the Effective Time, and, as soon as practicable following, but in no more than five days following, the Effective Time, Parent will grant to each holder of such an award a Parent restricted stock unit award (each, a “Parent Restricted Stock Unit Award”) with respect to a number of shares of Parent Class A Common Stock (or, if Parent elects to issue the Alternative Stock Consideration, Parent Class C Common Stock) (rounded to the nearest whole share) equal to the product of (A) the number of Shares subject to such award of Company restricted stock units or award of Company performance stock units immediately prior to the Effective Time (with the number of Shares subject to awards of Company performance stock units determined by deeming the applicable performance goals achieved at the greater of target performance and actual performance through the Effective Time (as determined by the Company’s Board of Directors in good faith)) and (B) the Equity Award Exchange Ratio. Each Parent Restricted Stock Unit Award shall vest in substantially equal installments on each of Parent’s standard quarterly vesting dates (but no later than a vesting date permitted by the terms of the related Company restricted stock unit award as in effect prior to the Effective Time) that occur between the Effective Time and the end of the vesting schedule that applied to the related award of Company performance stock units (or end of the performance period if no vesting schedule applied to the Company performance stock units) or Company restricted stock units, and shall otherwise be subject to the same terms and conditions as were applicable to the related award of Company performance stock units or Company restricted stock units under the applicable Company equity incentive plan and award agreement as of immediately prior to the Effective Time. The “Equity Award Exchange Ratio” is a fraction, the numerator of which is the sum of $48.75 in cash and an amount equal to the product of the Mixed Exchange Ratio and the Parent Closing Price and the denominator of which is the Parent Closing Price. The “Parent Closing Price” is the volume-weighted average trading price of Parent Class A Common Stock (or Parent Class C Common Stock if Parent elects to issue the Alternative Stock Consideration) for the five consecutive trading days ending on (and including) the trading day immediately prior to the date of the Effective Time.
3
Representations, Warranties and Covenants
The Merger Agreement includes representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the Merger Agreement and the Effective Time, the Company has agreed to use reasonable best efforts to conduct its business in the ordinary course consistent with past practice in all material respects and has agreed to certain other operating covenants, and Parent has agreed to certain operating covenants, in each case as set forth more fully in the Merger Agreement.
The Merger Agreement requires that Parent and the Company use reasonable best efforts to take all actions and do all things necessary, proper or advisable to complete the Merger as promptly as reasonably practicable, and in any event prior to the Outside Date (as defined below), including, among other things, (i) defending or contesting any proceedings (including through final, non-appealable judgment) challenging the Merger Agreement or the consummation of the transactions contemplated thereby and (ii) in the case of Parent, proposing, negotiating, committing to and effecting certain remedy actions as may be required in connection with seeking regulatory approvals, except as would have a Regulatory Material Adverse Effect (as defined in the Merger Agreement), in each case on the terms and subject to the conditions specified in the Merger Agreement.
In addition, Parent has agreed to commit to certain specified commitments to grocers, merchants and consumers, which commitments will not be taken into account in determining whether a Regulatory Material Adverse Effect would occur.
No Solicitation
The Merger Agreement also contains a customary “no shop” provision that, in general, restricts the Company’s ability to solicit third-party acquisition proposals or provide information to, or engage in discussions or negotiations with, third parties regarding or that would reasonably be expected to lead to any acquisition proposal. The no shop provision is subject to a customary “fiduciary out” provision that allows the Company, prior to receiving the approval of the Company’s stockholders, under certain circumstances and in compliance with certain obligations, to provide information and participate in discussions and negotiations with respect to unsolicited third-party acquisition proposals that constitute or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and, subject to compliance with certain obligations, to terminate the Merger Agreement and accept a Superior Proposal upon payment to Parent of the Company Termination Fee discussed below.
Termination
The Merger Agreement includes customary termination rights, including that either the Company or Parent may terminate the Merger Agreement if (1) the Merger is not completed on or prior to 12 months after the date of the Merger Agreement or such other date agreed in writing by Parent and the Company (as such date may be extended, the “Outside Date”), subject to automatic three-month extensions (up to four times) if, on the Outside Date, the antitrust-related conditions are the only conditions that have not been satisfied or waived; (2) a final and non-appealable order or law permanently preventing or prohibiting the Merger is in effect; or (3) the Merger Agreement is not adopted by the Company’s stockholders at the stockholder meeting.
The Merger Agreement provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company to accept a Superior Proposal or by Parent following an Adverse Recommendation Change (as defined in the Merger Agreement), the Company will be required to pay a fee equal to $650,000,000 in cash (the “Company Termination Fee”). In addition, if the Merger Agreement is terminated by either Parent or the Company because the Company’s stockholders do not adopt the Merger Agreement, the Company will be required to reimburse Parent’s expenses up to $25,000,000, which amount will be credited against any Company Termination Fee that subsequently becomes payable.
The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified regulatory-related circumstances, Parent will be required to pay to the Company a fee equal to $1,250,000,000 in cash.
Voting and Support Agreements
Concurrently with the execution of the Merger Agreement, Parent entered into voting agreements (each, a “Voting and Support Agreement”) with D1 Capital Partners L.P. and Sequoia Capital Operations, LLC, pursuant to which, among other things, such stockholders have agreed to vote (or cause to be voted) all of the Shares held by them in favor of the adoption of the Merger Agreement and with respect to certain other matters set forth in the Voting and Support Agreements.
4
The foregoing description of the Merger Agreement and the Voting and Support Agreements is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference, and the form of Voting and Support Agreement, which is attached as Exhibit 10.1 to this report and incorporated herein by reference.
The Merger Agreement and the Voting and Support Agreements and the foregoing descriptions of the Merger Agreement and the Voting and Support Agreements have been included to provide investors with information regarding the terms of the Merger Agreement and the Voting and Support Agreements. They are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of the Merger Agreement, were solely for the benefit of the parties to the Merger Agreement and may be subject to qualifications and limitations agreed upon by the parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts, and may have been qualified by confidential disclosures. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the United States Securities and Exchange Commission (the “SEC”). Accordingly, investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
| Item 8.01 | Other Events. |
On October 29, 2026, Parent and the Company issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 2.1* | Agreement and Plan of Merger, dated as of October 28, 2026, among Maplebear Inc., DoorDash, Inc., and Ibiza Merger Sub, Inc. | |
| 10.1 | Form of Voting and Support Agreement. | |
| 99.1 | Joint Press Release of Maplebear Inc. and DoorDash, Inc., dated October 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. |
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the future financial or operating performance of DoorDash, Inc. (“DoorDash”) or Maplebear Inc. (the “Company”). In some cases, you can identify forward-looking statements because they contain words such as “may,” “aim,” “will,” “should,” “expect,” “plan,” “try,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “toward,” or “continue” or the negative of these words or other similar terms or expressions that concern DoorDash’s or the Company’s expectations, strategies, plans, or intentions. Forward-looking statements in this communication include, but are not limited to, statements regarding the proposed acquisition of the Company by DoorDash pursuant to the Agreement and Plan of
5
Merger among DoorDash, Ibiza Merger Sub, Inc., a wholly owned subsidiary of DoorDash, and the Company (the “Merger Agreement” and such transaction, the “Proposed Transaction”); the expected financing of the Proposed Transaction; the expected timing and likelihood of completion of the Proposed Transaction on the terms contemplated or at all; the expected benefits, synergies, and strategic value of the Proposed Transaction, including the future financial and operating performance of the combined company; DoorDash’s plans and expectations regarding the integration of the Company; and the plans, objectives, expectations, and intentions of DoorDash and the Company with respect to the Proposed Transaction, the period of pendency of the Proposed Transaction, and the combined company. These expectations and beliefs may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties related to: the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay a termination fee or reimburse expenses; the ability to obtain, or delays in obtaining, governmental and regulatory approvals required for the Proposed Transaction, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any required clearance or approval under the Competition Act (Canada) or under the Israeli Economic Competition Law-1988, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Proposed Transaction; the ability to obtain the requisite approval of the Company stockholders; the satisfaction or waiver of the other conditions to the closing of the Proposed Transaction; delays in completing the Proposed Transaction, or the failure to complete the Proposed Transaction at all; the ability to obtain adequate financing or financings on satisfactory terms and the effect of any indebtedness incurred in connection with the Proposed Transaction on the combined company’s credit ratings; the ability to successfully integrate the Company’s business and to realize the anticipated cost savings, synergies, and other benefits of the Proposed Transaction within the expected timeframe or at all; the effect of any announcement relating to the Proposed Transaction on the market price of DoorDash’s or the Company’s common stock; fluctuations in the market price of DoorDash common stock and the possibility that the Company stockholders may receive a form of consideration different from what they elect as a result of proration; the nature, cost, and outcome of any litigation related to the Proposed Transaction; the risk that the Proposed Transaction disrupts current plans and operations or diverts management’s attention from ongoing business operations and opportunities; adverse reactions or changes to business or employee relationships resulting from the announcement, pendency, or completion of the Proposed Transaction; the ability of DoorDash and the Company to retain and hire key personnel; economic, financial, social, or political conditions that could adversely affect DoorDash or the Company; the macroeconomic environment and geopolitical uncertainty; competition; changes in legislation or governmental regulations; legal proceedings and regulatory matters and developments; and DoorDash’s and the Company’s respective brands and reputations. The forward-looking statements contained in this communication are also subject to other risks and uncertainties that could cause actual results to differ from the results predicted, including those more fully described in the filings of DoorDash and the Company with the Securities and Exchange Commission (the “SEC”), including DoorDash’s and the Company’s respective Annual Reports on Form 10-K for the year ended December 31, 2025 and quarterly reports on Form 10-Q filed thereafter, as well as in the registration statement on Form S-4 and the proxy statement/prospectus described below when they become available. All forward-looking statements in this communication are based on information available to DoorDash and the Company and assumptions and beliefs as of the date hereof, and each of DoorDash and the Company disclaims any obligation to update any forward-looking statements, except as required by law.
Important Additional Information Will Be Filed with the SEC and Where to Find It
In connection with the Proposed Transaction, DoorDash intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) to register the shares of DoorDash common stock to be issued in connection with the Proposed Transaction. The Registration Statement will include a proxy statement of the Company that also constitutes a prospectus of DoorDash (the “proxy statement/prospectus”). Each of DoorDash and the Company may also file other relevant documents with the SEC regarding the Proposed Transaction. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to stockholders of the Company as of the record date established for voting on the Proposed Transaction. This communication is not a substitute for the Registration Statement, the proxy statement/prospectus, or any other document that DoorDash or the Company may file with the SEC in connection with the Proposed Transaction. INVESTORS AND SECURITY HOLDERS OF DOORDASH AND THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS AND DOCUMENTS INCORPORATED THEREIN BY REFERENCE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DOORDASH, THE COMPANY, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO, AND RELATED MATTERS.
6
Investors and security holders will be able to obtain free copies of the Registration Statement and the proxy statement/prospectus (when available), as each may be amended or supplemented from time to time, and other documents containing important information about DoorDash, the Company, and the Proposed Transaction, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by DoorDash, including the proxy statement/prospectus (when available), will be available free of charge on DoorDash’s investor relations website at ir.doordash.com. Copies of the documents filed with the SEC by the Company, including the proxy statement/prospectus (when available), will be available free of charge on the Company’s investor relations website at investors.instacart.com.
Participants in the Solicitation
DoorDash, the Company, and certain of their respective directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of DoorDash, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in DoorDash’s Annual Report on Form 10-K for the year ended December 31, 2025, its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders, and its definitive information statement on Schedule 14C filed with the SEC on August 27, 2026 (including the beneficial ownership information set forth therein), each filed with the SEC. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders, each filed with the SEC. To the extent holdings of securities by the directors and executive officers of DoorDash or the Company have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4, or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 subsequently filed with the SEC.
Other information regarding the interests of participants in the proxy solicitation, which may differ from the interests of DoorDash and the Company stockholders generally, will be contained in the Registration Statement, the proxy statement/prospectus, and other relevant materials to be filed with the SEC regarding the Proposed Transaction when they become available. Investors and security holders should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from DoorDash or the Company using the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and shall not constitute an offer to sell, buy, or exchange, or the solicitation of an offer to sell, subscribe for, buy, or exchange any securities, or a solicitation of any vote or approval, in any jurisdiction, nor shall there be any sale, issuance, exchange, or transfer of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities, including the shares of DoorDash common stock to be issued as part of the merger consideration in the Proposed Transaction, shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Maplebear Inc. | ||||||
| Date: October 29, 2026 | By: | /s/ Emily Reuter | ||||
| Name: | Emily Reuter | |||||
| Title: | Chief Financial Officer | |||||
8
Exhibit 99.1
DoorDash to Acquire Instacart to Help Local Stores Win
| • | Transaction values Instacart at $65.00 per share, representing a 26% premium to Instacart’s closing price on October 22, 2026 |
| • | Together, DoorDash and Instacart would help stores of every size reach more customers with the kinds of innovative technology that the biggest online retailers and grocers build for themselves |
| • | Consumers to benefit from more choice and access to affordable delivery and savings |
| • | Dashers and Shoppers to have more earnings opportunities and more choice over when and how they earn |
SAN FRANCISCO, October 29, 2026 — DoorDash, Inc. (NASDAQ: DASH) and Maplebear Inc. (d.b.a. Instacart, NASDAQ: CART) today announced a definitive agreement under which DoorDash will acquire Instacart for a total value of $65.00 for each Instacart share, or an equity value of approximately $17 billion. The aggregate transaction consideration will be at least 75% cash, with Instacart stockholders able to elect cash, DoorDash stock, or a combination of both, subject to proration so that DoorDash stock does not exceed 25% of the aggregate consideration. Instacart’s board of directors has unanimously approved the agreement.
DoorDash and Instacart share a mission to help local businesses succeed. Families turn to Instacart for the big weekly shop and to DoorDash for meals and nearly anything else they need from their neighborhood in under an hour. The combined company will offer grocers and retailers of every size DoorDash’s delivery network and Instacart’s grocery and fulfillment technology, in both apps and on stores’ own websites, along with the advertising and AI tools each company has built. On either app, customers pick a store in their own community, and the store makes the sale. Consumers will have more stores to choose from, more savings opportunities when they choose to shop with a local business, and faster delivery options, while Dashers and Shoppers will have more ways to earn.
Most grocery shopping still happens in stores, but more people are buying groceries and everyday goods online. They expect fast, affordable delivery and an easy way to order. The biggest online retailers and grocers are racing ahead, building their own delivery fleets, warehouses, membership programs, and AI shopping assistants. A grocer or retailer running on thin margins cannot build all of that alone, and with AI, the playing field risks being tilted even further away from local commerce.
DoorDash and Instacart believe that communities benefit when Main Street competes, and they build the tools that empower local businesses. Together, they could help local stores grow online. More grocers could deploy Instacart’s technology to run their own websites and retail media networks, bringing them more sales and advertising revenue. Brands would gain a scaled alternative for reaching customers online. Grocers could add capacity for online orders through DoorDash’s DashMart Fulfillment Services and offer faster, more accurate, and more affordable delivery.
“Grocery is one of the hardest things to get right online. Someone has to pick a ripe avocado, find a substitute you’d choose yourself, and get the ice cream to you before it melts,” said Tony Xu, co-founder and CEO of DoorDash. “Instacart has spent years learning to do that well for grocers, while DoorDash has built a delivery network and technology that local stores rely on every day. Together, we could give stores of every size more of those tools and unlock the potential of grocery delivery. It’s still early innings, but we know that when more people shop local, more dollars stay local.”
“Over the last 14 years, Instacart has transformed online grocery by helping retailers of all sizes compete and grow, and joining forces with DoorDash allows us to do even more,” said Chris Rogers, CEO of Instacart. “When our purpose-built grocery technology and trusted retailer and brand relationships are combined with DoorDash’s global consumer reach and logistics capabilities, we can create new opportunities for our retail and brand partners, offer an even better experience for customers and shoppers, and deliver compelling value for our shareholders. Together, we can accelerate innovation across the grocery industry and make online grocery more seamless and affordable for the millions of households we serve.”
Benefits and commitments
DoorDash expects many benefits will flow from the transaction, including:
| • | More Choice for Consumers: Instacart customers could shop at more than 50,000 additional stores, on top of the nearly 100,000 stores on the Instacart platform today. |
| • | Two Memberships for the Price of One: DashPass and Instacart+ members would pay one membership fee instead of two, which would save them an estimated $100 million per year on membership fees alone. |
| • | More Ways to Earn for Dashers and Shoppers: More orders for local businesses can create more earning opportunities, with more choice over when and how they earn, whether that’s grocery orders on a quiet day, restaurant orders at peak times, or both. |
DoorDash is proud to share a few of the post-close commitments it is making today that demonstrate how this deal benefits local communities:
| • | Open Platform, No Grocery Exclusivity: Local grocers can work with any delivery platform they choose to help them grow. |
| • | Shoppers Keep What They Love: Instacart Shoppers can keep the features they love, including the flexibility to choose how much they work and the information they need to decide which batches to accept, and choose whether to take on DoorDash orders or keep shopping only on Instacart. |
Following closing, DoorDash is expected to keep Instacart’s brand, enterprise technology products, and app. Until the transaction closes, DoorDash and Instacart will continue to operate as separate and independent companies.
Transaction details
The value of $65.00 per Instacart share represents a 26% premium to Instacart’s closing price on October 22, 2026, the last trading day before media reports about a possible transaction. Instacart stockholders will have the right to elect to receive, for each Instacart share: (i) $65.00 in cash, (ii) 0.3372 shares of DoorDash common stock, or (iii) a mix of $48.75 in cash and 0.0843 shares of DoorDash common stock, in each case, subject to a cap on the total stock consideration issuable by DoorDash equal to 25% of the aggregate consideration and certain proration mechanics. If stock consideration is oversubscribed, applicable Instacart stockholders will receive stock consideration on a prorated basis.
DoorDash expects to fund the cash portion of the consideration with cash on hand and proceeds from debt financing. DoorDash has entered into a financing commitment letter with JPMorgan Chase Bank, N.A. providing for a 364-day senior unsecured bridge loan facility in support of the debt component of the transaction, subject to satisfaction or waiver of certain customary conditions. The transaction is not subject to a financing condition. DoorDash is targeting a capital structure that will maintain investment-grade ratings.
The transaction is expected to close in the end of 2027 or the first half of 2028, subject to approval by Instacart stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, other regulatory approvals, including in Canada and Israel, and other customary closing conditions. Stockholders holding about 19% of Instacart’s outstanding shares have agreed to vote in favor of the transaction.
Conference call
DoorDash will separately report its third quarter 2026 results today and will discuss the transaction on its earnings call at 5:30 a.m. PT (8:30 a.m. ET). The webcast and transaction materials are available at ir.doordash.com.
Advisors
Centerview Partners LLC is acting as lead financial advisor to DoorDash, and J.P. Morgan Securities LLC is also acting as a financial advisor to DoorDash. Latham & Watkins LLP is serving as legal counsel to DoorDash. JPMorgan Chase Bank, N.A. acted as sole lead arranger and bookrunner on the committed bridge financing. Goldman Sachs & Co. LLC is acting as financial advisor to Instacart, and Cravath, Swaine & Moore LLP and Cooley LLP are serving as legal counsel to Instacart.
About DoorDash
DoorDash is building the future of local commerce by connecting people to the best of their neighborhoods. Since our founding in 2013, we have facilitated over 10 billion consumer orders, driven over $230 billion in sales for merchants, helped Dashers earn over $80 billion through the platform, and expanded to more than 40 countries. We support businesses of all sizes through multiple brands around the globe, including DoorDash, Deliveroo, SevenRooms, and Wolt.
About Instacart
Instacart is a leading grocery technology company that partners with more than 2,200 retail banners – representing nearly 100,000 stores – to transform how people shop for the groceries they need from the retailers they trust, while creating flexible earning opportunities for shoppers. Through the Instacart Marketplace, Instacart Enterprise platform, and Instacart Ads ecosystem, the company powers ecommerce, fulfillment, in-store technology, AI offerings, and advertising for partners. For more information, visit www.instacart.com/company. Maplebear Inc. is the registered corporate name of Instacart.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the future financial or operating performance of DoorDash, Inc. (“DoorDash”) or Maplebear Inc. (“Instacart”). In some cases, you can identify forward-looking statements because they contain words such as “may,” “aim,” “will,” “should,” “expect,” “plan,” “try,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “toward,” or “continue” or the negative of these words or other similar terms or expressions that concern DoorDash’s or Instacart’s expectations, strategies, plans, or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding the proposed acquisition of Instacart by DoorDash pursuant to the Agreement and Plan of Merger among DoorDash, Ibiza Merger Sub, Inc., a wholly owned subsidiary of DoorDash, and Instacart (the “Merger Agreement” and such transaction, the “Proposed Transaction”); the expected financing of the Proposed Transaction; the expected timing and likelihood of completion of the Proposed Transaction on the terms contemplated or at all; the expected benefits, synergies, and strategic value of the Proposed Transaction, including the future financial and operating performance of the combined company; DoorDash’s plans and expectations regarding the integration of Instacart; and the plans, objectives, expectations, and intentions of DoorDash and Instacart with respect to the Proposed Transaction, the period of pendency of the Proposed Transaction, and the combined company. These expectations and beliefs may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties related to: the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay a termination fee or reimburse expenses; the ability to obtain, or delays in obtaining, governmental and regulatory approvals required for the Proposed Transaction, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any required clearance or approval under the Competition Act (Canada) or under the Israeli Economic Competition Law-1988, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Proposed Transaction; the
ability to obtain the requisite approval of Instacart stockholders; the satisfaction or waiver of the other conditions to the closing of the Proposed Transaction; delays in completing the Proposed Transaction, or the failure to complete the Proposed Transaction at all; the ability to obtain adequate financing or financings on satisfactory terms and the effect of any indebtedness incurred in connection with the Proposed Transaction on the combined company’s credit ratings; the ability to successfully integrate Instacart’s business and to realize the anticipated cost savings, synergies, and other benefits of the Proposed Transaction within the expected timeframe or at all; the effect of any announcement relating to the Proposed Transaction on the market price of DoorDash’s or Instacart’s common stock; fluctuations in the market price of DoorDash common stock and the possibility that Instacart stockholders may receive a form of consideration different from what they elect as a result of proration; the nature, cost, and outcome of any litigation related to the Proposed Transaction; the risk that the Proposed Transaction disrupts current plans and operations or diverts management’s attention from ongoing business operations and opportunities; adverse reactions or changes to business or employee relationships resulting from the announcement, pendency, or completion of the Proposed Transaction; the ability of DoorDash and Instacart to retain and hire key personnel; economic, financial, social, or political conditions that could adversely affect DoorDash or Instacart; the macroeconomic environment and geopolitical uncertainty; competition; changes in legislation or governmental regulations; legal proceedings and regulatory matters and developments; and DoorDash’s and Instacart’s respective brands and reputations. The forward-looking statements contained in this release are also subject to other risks and uncertainties that could cause actual results to differ from the results predicted, including those more fully described in the filings of DoorDash and Instacart with the Securities and Exchange Commission (the “SEC”), including DoorDash’s and Instacart’s respective Annual Reports on Form 10-K for the year ended December 31, 2025 and quarterly reports on Form 10-Q filed thereafter, as well as in the registration statement on Form S-4 and the proxy statement/prospectus described below when they become available. All forward-looking statements in this release are based on information available to DoorDash and Instacart and assumptions and beliefs as of the date hereof, and each of DoorDash and Instacart disclaims any obligation to update any forward-looking statements, except as required by law.
Important Additional Information Will Be Filed with the SEC and Where to Find It
In connection with the Proposed Transaction, DoorDash intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) to register the shares of DoorDash common stock to be issued in connection with the Proposed Transaction. The Registration Statement will include a proxy statement of Instacart that also constitutes a prospectus of DoorDash (the “proxy statement/prospectus”). Each of DoorDash and Instacart may also file other relevant documents with the SEC regarding the Proposed Transaction. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to stockholders of Instacart as of the record date established for voting on the Proposed Transaction. This release is not a substitute for the Registration Statement, the proxy statement/prospectus, or any other document that DoorDash or Instacart may file with the SEC in connection with the Proposed Transaction. INVESTORS AND SECURITY HOLDERS OF DOORDASH AND INSTACART ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS AND DOCUMENTS INCORPORATED THEREIN BY REFERENCE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DOORDASH, INSTACART, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO, AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the Registration Statement and the proxy statement/prospectus (when available), as each may be amended or supplemented from time to time, and other documents containing important information about DoorDash, Instacart, and the Proposed Transaction, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by DoorDash, including the proxy statement/prospectus (when available), will be available free of charge on DoorDash’s investor relations website at ir.doordash.com. Copies of the documents filed with the SEC by Instacart, including the proxy statement/prospectus (when available), will be available free of charge on Instacart’s investor relations website at investors.instacart.com.
Participants in the Solicitation
DoorDash, Instacart, and certain of their respective directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies from Instacart’s stockholders in respect of the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of DoorDash, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in DoorDash’s Annual Report on Form 10-K for the year ended December 31, 2025, its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders, and its definitive information statement on Schedule 14C filed with the SEC on August 27, 2026 (including the beneficial ownership information set forth therein), each filed with the SEC. Information about the directors and executive officers of Instacart, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Instacart’s Annual Report on Form 10-K for the year ended December 31, 2025 and its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders, each filed with the SEC. To the extent holdings of securities by the directors and executive officers of DoorDash or Instacart have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4, or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 subsequently filed with the SEC.
Other information regarding the interests of participants in the proxy solicitation, which may differ from the interests of DoorDash and Instacart stockholders generally, will be contained in the Registration Statement, the proxy statement/prospectus, and other relevant materials to be filed with the SEC regarding the Proposed Transaction when they become available. Investors and security holders should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from DoorDash or Instacart using the sources indicated above.
No Offer or Solicitation
This release is for informational purposes only and is not intended to and shall not constitute an offer to sell, buy, or exchange, or the solicitation of an offer to sell, subscribe for, buy, or exchange any securities, or a solicitation of any vote or approval, in any jurisdiction, nor shall there be any sale, issuance, exchange, or transfer of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities, including the shares of DoorDash common stock to be issued as part of the merger consideration in the Proposed Transaction, shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Contacts
DoorDash media: press@doordash.com
DoorDash investors: ir@doordash.com
Instacart media: press@instacart.com
Instacart investors: ir@instacart.com