DoorDash to acquire Instacart for $17B at $65 a share

DoorDash (Nasdaq: DASH) agreed to acquire Instacart (Nasdaq: CART) for $65 a share, an equity value of about $17 billion, the companies announced on October 29. At least 75% will be paid in cash, with Instacart stockholders choosing cash, DoorDash stock or a mix.

For the grocers that run their online stores, retail media and in-store systems on Instacart's software, the companies said DoorDash is expected to keep "Instacart's brand, enterprise technology products, and app" after the deal closes, which they expect at the end of 2027 or in the first half of 2028. Until then, the two will operate as separate companies.

The price and the premium

The $65 is a 26% premium to Instacart's close of $51.68 on October 22, which the companies called the last trading day before media reports of a possible sale. Against the last close before the announcement, $58.42 on October 28, it is 11%, using Nasdaq's closing prices.

The reports began on October 23, when The Information reported that Instacart was exploring a sale, and its shares rose 9.2% to $56.44, Bloomberg reported. On October 26, The Wall Street Journal reported advanced talks at a value of around $17 billion, Investing.com reported.

Each Instacart share can be exchanged for $65 in cash, 0.3372 DoorDash shares, or $48.75 plus 0.0843 DoorDash shares, according to DoorDash's 8-K filing, where Instacart appears under its legal name, Maplebear Inc. Shares with no election get cash, and all-stock elections are prorated if they would take stock past the 25% cap, so any holder can take $65 in cash. The stock ratio has no collar: it equals $65 only at a DoorDash price of about $192.76, and at DoorDash's October 28 close of $169.49 the all-stock choice was worth about $57.15, by SaasBuzz's calculation. DoorDash may instead pay the stock portion in a new Class C stock, if at least three months before closing it lists that class on Nasdaq and distributes at least half a Class C share on each existing Class A and Class B share, with the ratios adjusted if Class C trades at a discount. DoorDash expects to fund the cash with cash on hand and new debt, backed by a JPMorgan bridge-loan commitment of up to $13.0 billion. There is no financing condition.

The companies round the equity value to $17 billion. Counting the shares and awards listed in the merger agreement at $65, with options net of their $12.05 average exercise price in Instacart's June 30 quarterly report, puts it at about $16.8 billion. Instacart's September 30 balance sheet shows no debt and $935 million of cash, cash equivalents and marketable securities, so the enterprise value is about $15.8 billion, or 3.8 times the $4.15 billion of revenue Instacart booked in the twelve months to September 30, by SaasBuzz's calculation from its third-quarter release and its 2025 annual report.

Why DoorDash wants Instacart

DoorDash's case starts with scale. In its third-quarter results, DoorDash said it now manages inventory for grocers such as Giant Eagle and Albertsons in its DashMart warehouses, and that "Managing inventory inside a warehouse is a fixed cost business." Instacart, it wrote, "adds scale that is unique to our network." DoorDash said it sees a multi-year path to $500 million or more of annual synergies, net of investments, and expects to "invest more than 100% of total synergies in the first year after close, followed by positive net synergies in year two and beyond."

Tony Xu, DoorDash's co-founder and CEO, said in the release:

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.Tony Xu, co-founder and CEO of DoorDash

What happens to Instacart's software

Instacart sells grocers more than delivery. Its Instacart Enterprise platform, "a modular suite of software and hardware solutions," includes Storefront Pro, e-commerce software it says powers "hundreds of retailers' owned and operated online grocery programs," and Carrot Ads, its retail media platform. DoorDash's results release said:

Instacart has invested in its Enterprise product for several years and is a leader in this space.DoorDash, third-quarter 2026 results, October 29, 2026

DoorDash added that "when we combine Instacart's leading Enterprise software with our leading fulfillment services, we believe we can offer grocers an even more efficient logistics network and best-in-class first-party products, too." The joint release said "More grocers could deploy Instacart's technology to run their own websites and retail media networks," and listed among DoorDash's post-closing commitments: "Local grocers can work with any delivery platform they choose to help them grow."

The companies' releases and filings did not name individual enterprise products such as Storefront Pro or Carrot Ads. Nor did they say how Instacart's software will sit alongside the white-label services DoorDash already sells grocers, which the merger agreement names as DoorDash Drive, for fulfillment, and DoorDash Storefront, for online ordering, or who will run Instacart after closing. Chris Rogers, Instacart's CEO and chairperson, signed the agreement.

One product is already going. On October 25, three days before the agreement was signed, Instacart's board decided to wind down its Caper smart-cart business, a filing shows, at a pre-tax cost of about $55 million to $80 million, including $12 million to $17 million in employee termination costs. In an October 26 post, Instacart said "retailer adoption has not scaled quickly enough to justify our continued investment," and that its in-store work will focus on "intelligence and software." An Instacart representative told Bloomberg the decision had been months in the making, predating the sale reports.

Approvals, fees and timing

The deal needs approval from Instacart stockholders and clearance under the Hart-Scott-Rodino Act in the U.S., Canada's Competition Act and Israel's Economic Competition Law. Holders of about 19% of Instacart's voting power have agreed to vote for it.

The agreement bars Instacart from seeking other offers, with no go-shop period. Instacart would owe DoorDash a $650 million termination fee in specified cases, including to accept a superior offer, after its board changes its recommendation, or if a rival bid made public before the agreement ends leads to another deal within 12 months. DoorDash would pay Instacart $1.25 billion if the deal fails on antitrust grounds. Either side can walk away if the merger has not closed by October 28, 2027, a date that extends automatically by up to four three-month periods, to October 28, 2028, if only antitrust conditions remain.

DoorDash agreed to accept divestitures and other conditions regulators require, unless together they would have a material adverse effect on a business the size of Instacart plus DoorDash's U.S. and Canadian grocery operations, with that grocery revenue counted at 150%. Commitments DoorDash agreed to make, set out in a disclosure letter that was not filed, do not count toward that limit. It never has to sell its own grocery marketplace technology, which the agreement says includes fulfillment such as DoorDash Drive, or accept remedies that fall mainly on businesses unrelated to that grocery business, including those outside the U.S. and Canada and its restaurant business.

The American Economic Liberties Project, an antimonopoly group, called on the FTC to block the deal on October 29. Before the announcement, Wedbush analysts wrote that delivery platforms remain a minority of grocery spending, but that "slicing and dicing the online market more narrowly or from a perspective of the grocers as enterprise customers can make approvals more challenging," CNBC reported. The companies said in their release that consumers would have more stores to choose from and that, together, they could help local stores grow online.

DoorDash's earlier deals

DoorDash has bought delivery companies abroad and, in SevenRooms, CRM and guest-experience software for restaurants and hospitality businesses.

Source: DoorDash's announcements of each deal; the SevenRooms price is from its first-quarter 2025 results release.

In August 2021, The Information reported that DoorDash had held talks to buy Instacart at a likely price of $40 billion to $50 billion, and that the talks fell apart partly over antitrust concerns, Reuters reported. The roughly $17 billion agreed on October 28 is less than half the low end of that range.