DoorDash (DASH) holders approve Nevada reincorporation by majority vote

Rhea-AI Filing Summary

DoorDash, Inc. reports that certain major stockholders holding at least a majority of the voting power approved by written consent in lieu of a meeting a plan to reincorporate the company from Delaware to Nevada (the Nevada Reincorporation). These Consenting Stockholders held 25,884 shares of Class A common stock and 24,215,044 shares of Class B common stock, representing approximately 54.2% of the voting power of the company’s outstanding capital stock entitled to vote as of August 6, 2026. The company plans to complete the Nevada Reincorporation no earlier than 20 calendar days after mailing an information statement on Schedule 14C to holders of record of its voting capital stock as of that date.

Filing Explained

The approved but not-yet-effective move from Delaware to Nevada would occur by conversion, with the proposed conversion plan, Nevada articles of incorporation, and Nevada bylaws attached to the Schedule 14C mailed to holders recorded on August 6, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares held by Consenting Stockholders: 25,884 shares Class B shares held by Consenting Stockholders: 24,215,044 shares Voting power represented: 54.2% +1 more

4 metrics

Class A shares held by Consenting Stockholders 25,884 shares Held as of close of business on August 6, 2026

Class B shares held by Consenting Stockholders 24,215,044 shares Held as of close of business on August 6, 2026

Voting power represented 54.2% Voting power of outstanding capital stock entitled to vote as of August 6, 2026

Minimum waiting period 20 calendar days Period after commencement of Schedule 14C mailing before Nevada Reincorporation

Key Terms

written consent in lieu of a meeting, Nevada Reincorporation, Schedule 14C, Rule 14c-2

4 terms

written consent in lieu of a meeting regulatory

"adopted resolutions by written consent in lieu of a meeting of stockholders"

A written consent in lieu of a meeting is a signed document by a company’s board members or shareholders that approves a specific corporate action without convening a formal meeting. Like signing a group text instead of gathering in person, it speeds decisions and lowers costs, but it also concentrates voting power and limits public debate, so investors watch it for how quickly actions occur and how transparently votes are recorded.

Nevada Reincorporation regulatory

"to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation”)"

Schedule 14C regulatory

"file with the U.S. Securities and Exchange Commission an information statement on Schedule 14C"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

Rule 14c-2 regulatory

"In accordance with Rule 14c-2 under the Securities Exchange Act of 1934"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 08/11/2026 - 04:09 PM Accepted by SEC EDGAR 08/11/2026 - 04:09 PM Learn about SEC filing dates

FAQ

What corporate change did DoorDash (DASH) approve on August 6, 2026?

DoorDash stockholders approved a reincorporation from Delaware to Nevada by conversion. The approval came through written consent from major stockholders holding a majority of voting power, allowing the company to change its legal domicile.

Who are the Consenting Stockholders for DoorDash (DASH) Nevada Reincorporation?

The Consenting Stockholders include Tony Xu, Andy Fang, Stanley Tang, and various related trusts and entities. Together they held sufficient voting power to approve the Nevada Reincorporation by written consent.

How much voting power supported DoorDash (DASH) Nevada Reincorporation?

As of August 6, 2026, the Consenting Stockholders held approximately 54.2% of the voting power. This majority of the company’s outstanding voting capital stock was enough to approve the Nevada Reincorporation without a stockholder meeting.

What shares did DoorDash (DASH) Consenting Stockholders hold at approval time?

At approval, the Consenting Stockholders held 25,884 Class A and 24,215,044 Class B shares. These holdings collectively represented the majority of voting power needed to authorize the Nevada Reincorporation by written consent.

When will DoorDash (DASH) complete its Nevada Reincorporation?

DoorDash plans to effect the Nevada Reincorporation no earlier than 20 calendar days after mailing a Schedule 14C information statement. The mailing goes to all holders of record of voting capital stock as of August 6, 2026.

What disclosure will DoorDash (DASH) provide about the Nevada Reincorporation?

DoorDash will file and mail a Schedule 14C information statement to voting stockholders of record as of August 6, 2026. It will include appendices with the plan of conversion, Nevada articles of incorporation, and Nevada bylaws.

false000179278900017927892026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

 August 6, 2026

DOORDASH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39759	46-2852392
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

303 2nd Street, South Tower, 8th Floor

San Francisco, California 94107

(Address of principal executive offices) (Zip Code)

(650) 487-3970

(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:

☐
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
Class A common stock, par value of $0.00001 per share	DASH	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07 Submission of Matters to a Vote of Security Holders.

On August 6, 2026, certain stockholders (the “Consenting Stockholders,” as defined below) of DoorDash, Inc. (the “Company”) holding at least a majority of the voting power of the Company’s outstanding shares of capital stock entitled to vote adopted resolutions by written consent in lieu of a meeting of stockholders to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation”). In connection with the Nevada Reincorporation, the Company will file with the U.S. Securities and Exchange Commission an information statement on Schedule 14C (the “Schedule 14C”) that will be mailed to all holders of record of the Company’s voting capital stock as of the close of business on August 6, 2026. Copies of the proposed plan of conversion, Nevada articles of incorporation and Nevada bylaws will be filed as appendices to the Schedule 14C.

The Consenting Stockholders are, collectively, Tony Xu; Article 3 Trust Under OBX Family Trust, for which a third party serves as Trustee; Article 3 Trust Under TBX Family Trust, for which a third party serves as Trustee; Article 4 Trust Under Library Trust, for which Mr. Xu’s spouse and a third party serve as Co-Trustees; Article 2 Trust Under TXX Annuity Trust #3, for which Mr. Xu and a third party serve as Co-Trustees; Article 3 Trust Under TXX Annuity Trust #1, for which Mr. Xu’s spouse and a third party serve as Co-Trustees; Article 3 Trust Under TXX Annuity Trust #2, for which Mr. Xu’s spouse and a third party serve as Co-Trustees; Andy Fang; Mr. Fang, as Trustee of The AF Living Trust UTA dated 9/4/19; Mr. Fang, as Trustee of the AF 2025 GRAT; GST Exempt Family Trust Created under the Fang Family 2019 Irrevocable Trust, for which a third party serves as Trustee; Non-GST Exempt Family Trust under the Fang Family 2019 Irrevocable Trust, for which a third party serves as Trustee; Wendy Fang Lam Non-GST Exempt Trust under the Fang Family 2019 Irrevocable Trust, for which a third party serves as Trustee; Charlie Fang Non-GST Exempt Trust under the Fang Family 2019 Irrevocable Trust, for which a third party serves as Trustee; Jenny Fang Non-GST Exempt Trust under the Fang Family 2019 Irrevocable Trust, for which a third party serves as Trustee; Stanley Tang; Mr. Tang, as Trustee of The ST Trust under agreement dated October 2, 2019; Happy Ally Limited; and Treasure Insight Limited. As of the close of business on August 6, 2026, the Consenting Stockholders together held 25,884 shares of Class A common stock and 24,215,044 shares of Class B common stock, representing approximately 54.2% of the voting power of the outstanding shares of capital stock of the Company entitled to vote.

In accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Company plans to effectuate the Nevada Reincorporation no earlier than twenty (20) calendar days after the commencement of mailing of the Schedule 14C to all holders of record of the Company’s voting capital stock as of the close of business on August 6, 2026.

SIGNATURE

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.

	DOORDASH, INC.
Date: August 11, 2026	/s/ Tia Sherringham
	Tia Sherringham
	General Counsel and Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB