DoorDash has agreed to buy Instacart for $65 a share, valuing the grocery delivery company at about $17 billion, the two companies said on Thursday 29 October. The price is a 26 per cent premium to Instacart's close on 22 October, the last trading day before reports of talks.
The price is the headline. The timetable is the story. The companies do not expect to close until the end of 2027 or the first half of 2028, and the merger agreement sets out what DoorDash pays if competition law stops it.
What are Instacart shareholders being offered?
Mostly cash. Each Instacart share can be exchanged for $65 in cash, for 0.3372 of a DoorDash share, or for $48.75 in cash plus 0.0843 of a DoorDash share, according to the joint press release. Stock is capped at 25 per cent of the total, so elections will be prorated if too many holders ask for shares.
By this publication's arithmetic, the stock option is worth $65 only if DoorDash shares trade at about $192.76; the mixed option is pegged to the same price. Shareholders who pick stock take DoorDash's share price risk for as long as two years.
Instacart's board approved the deal unanimously, and holders of about 19 per cent of its shares have agreed to vote for it. Instacart, whose legal name is Maplebear Inc., has suspended its financial guidance, withdrawn its long-term targets and cancelled its 5 November earnings call, it said in its third-quarter results.
What happens if regulators object?
DoorDash pays. Under the merger agreement, DoorDash owes Instacart $1.25 billion in cash if the deal has not closed by the outside date with only antitrust approvals outstanding, or if a final court order under antitrust law blocks it, DoorDash's Form 8-K says. Instacart owes DoorDash $650 million if it takes a superior offer or its board changes its recommendation, and up to $25 million in expenses if shareholders vote the deal down.
| Term | Amount | Share of $17 billion equity value |
|---|---|---|
| Antitrust reverse fee (DoorDash pays) | $1.25 billion | 7.4 per cent |
| Break fee (Instacart pays) | $650 million | 3.8 per cent |
| Expense reimbursement (Instacart pays) | Up to $25 million | 0.1 per cent |
Source: DoorDash Form 8-K, 29 October 2026. Percentages are this publication's arithmetic.
The outside date is 12 months after signing, with up to four automatic three-month extensions if antitrust is the only thing left. That is up to two years in all. The approvals named are the U.S. Hart-Scott-Rodino waiting period and the competition authorities of Canada and Israel. The 8-K summary does not describe any commitment to sell assets to win approval.
For comparison, Salesforce agreed to a $300 million reverse fee when it signed for Braze this month, about 5 per cent of that deal's enterprise value. DoorDash's fee is a larger share of a larger deal. We read that as a signal of how seriously both sides take the review, not as a forecast of its outcome.
The politics may matter as much as the law. Dealmakers expect the current administration's light-touch approach to mergers to shift if Democrats do well in next month's elections, Semafor reported on 26 October. DoorDash's earlier attempt to buy Instacart, in 2021, at a much higher valuation, collapsed over price and antitrust concerns, Semafor said.
How will DoorDash pay for it?
Largely with borrowed money. JPMorgan Chase Bank has committed a 364-day senior unsecured bridge loan of up to $13 billion, according to the 8-K, and DoorDash says it intends to keep investment-grade ratings. At the cash cap, at least 75 per cent of about $17 billion, or roughly $12.75 billion, has to be paid in cash, by our arithmetic.
DoorDash had $5.05 billion of cash and $929 million of short-term investments on 30 September, about $6 billion together, its third-quarter release shows. That covers less than half of the cash bill.
What is DoorDash buying?
A business about a third of DoorDash's size by sales volume and growing more slowly. The two companies reported third-quarter results on the same day they announced the deal.
| Third quarter 2026 | DoorDash | Instacart |
|---|---|---|
| Orders | 993 million (+28%) | 91.4 million (+10%) |
| Sales volume (GOV / GTV) | $33.9 billion (+36%) | $10.5 billion (+15%) |
| Revenue | $4.62 billion (+34%) | $1.10 billion (+17%) |
| Net income | $466 million | $147 million |
| Adjusted EBITDA | $1.06 billion | $342 million |
Sources: DoorDash and Instacart results releases, 29 October 2026. Growth rates are year on year, as reported.
Instacart's advertising and other revenue rose 23 per cent to $331 million, faster than its transaction revenue. On our arithmetic, $17 billion is about 12.4 times Instacart's third-quarter adjusted EBITDA multiplied by four. That is a crude annualization, not a figure either company has published.
The companies say Instacart's brand, app and enterprise technology will be kept, and that customers could reach more than 50,000 additional stores on top of nearly 100,000 Instacart stores today. They put customer savings from combining the DashPass and Instacart+ memberships at about $100 million a year. They have not given a cost-savings target.
"Grocery is one of the hardest things to get right online," Tony Xu, DoorDash's co-founder and chief executive, said in the release. Chris Rogers, Instacart's chief executive, said Instacart had "transformed online grocery by helping retailers of all sizes compete and grow" over 14 years.
What to watch
The first test is the Hart-Scott-Rodino filing and whether U.S. reviewers ask for more information, which would stretch the clock. Instacart had been worth about $13 billion before reports of talks, and its shares rose about 8 per cent on 26 October while DoorDash's fell about 6 per cent, Reuters reported. The gap between Instacart's share price and $65 is the market's own estimate of the antitrust risk. It is worth checking each week until 2028. Instacart's public shareholders, unlike Bumble's in its buyout this month, do get a vote, and the 19 per cent already committed is a start, not a majority.
The price, election options, premium, closing estimate, approvals, support agreements, membership-fee estimate, store counts and the quotations from Tony Xu and Chris Rogers are from the companies' joint press release of 29 October 2026, filed as an exhibit to DoorDash's Form 8-K. The termination fees, expense reimbursement, outside date and extensions, and the $13 billion bridge commitment are from that Form 8-K, dated 29 October 2026. DoorDash's third-quarter figures and balance sheet are from its results release of 29 October 2026; Instacart's third-quarter figures and the withdrawal of its guidance are from its results release of the same day. The 26 October share moves, Instacart's market value and the end of the Uber talks were reported by Reuters on 26 October 2026. The 2021 talks and the expectations of dealmakers about the election were reported by Semafor on 26 October 2026. The EBITDA multiple, the fee percentages, the implied DoorDash share price, the cash requirement and the size comparisons are this publication's arithmetic. The analysis is our own.
Topics businessacquisitionantitrustM&A
