
DoorDash pays $65 for Instacart only if the deal closes. Instacart traded about $8 below
DoorDash agreed on Oct. 28 to buy Instacart for $65 a share, the companies said. The contract gives antitrust review up to two years, and DoorDash owes Instacart $1.25 billion if the deal fails for certain regulatory reasons.
KeyVex News··5 min readFact-checked against 5 public records
KeyVex News··5 min readFact-checked against 5 public records
CART$58.42▼ 2.8%Close, Oct. 28. Prices from Tiingo.Follow-upThis story follows our Oct. 27 report, Instacart winds down the Caper carts it touted in August. DoorDash and Instacart signed the merger agreement that our Oct. 27 story reported as talks; the new 8-Ks give its terms.
The short versionTap to readTap to close
- When a company agrees to buy another at a set price, the target's stock usually trades below it until the deal closes. The gap is the price of waiting, and of the chance it fails.
- DoorDash's cash price is $65. Instacart's price at 4 p.m. on Oct. 29 was $57.11, about $8 lower, per KeyVex's quote feed.
- The $65 is paid at closing, which the companies expect at the end of 2027 or in the first half of 2028. The deal can still be ended before then.
- "The main risk is regulatory approval," analysts at CFRA Research wrote, Reuters reported. They said the long timeline suggests both sides expect an extended antitrust review.
The deal: DoorDash agreed to buy Instacart for $65 a share, or about $17 billion, the companies said before the market opened on Oct. 29. They had signed the agreement the day before. At least 75% will be paid in cash.Press release8-K At 4 p.m., Instacart was at $57.11, down from a $58.42 close the day before, per KeyVex's quote feed. DoorDash was at $179.00, up from $169.49; it also reported quarterly results that day, Reuters said. Instacart released its own quarterly results that morning too, in a separate 8-K.Results 8-KCARTDASHReuters
The contract: Both companies described the merger agreement that morning in 8-Ks, the filings companies use to report major events. It allows for a long wait. The agreement runs 12 months, and after that either side can end it, unless antitrust approval is the only thing missing. Then it extends three months at a time, up to four times.8-K
Why it matters: Instacart closed at $60.88 on Oct. 26, its highest close since its 2023 debut, while only talks had been reported. It had slipped to $58.42 by Oct. 28, the day before the announcement.Chart dataReuters With a signed deal, it was at $57.11. The roughly $8 between that and $65 in cash is paid only if the deal closes.CART
Instacart's stock and the story's key datesDaily close, July 1 to Oct. 28, 2026 ▲ 30.3%Show chartHide chart
Up to two years, on paper
To close, the deal needs Instacart shareholders' approval, the end of the U.S. antitrust waiting period, and clearance in Canada and Israel, among other conditions.8-K
The agreement also says how hard the companies must try: "reasonable best efforts." DoorDash must propose and carry out certain fixes regulators may require, unless they would cause what the contract calls a "Regulatory Material Adverse Effect," a limit defined in the full agreement. Both must also try to defend the deal against legal challenges, up to a final judgment that can't be appealed.8-K
DoorDash has already made some promises. The agreement says it will commit to "certain specified commitments to grocers, merchants and consumers," and that those do not count toward that limit.8-K The press release lists two post-close commitments: grocers can keep working with any delivery platform, and Instacart shoppers can choose whether to take DoorDash orders.Press release
Who pays if it falls apart
If the deal ends for certain regulatory reasons, DoorDash pays Instacart $1.25 billion in cash. If Instacart ends it for a better offer, among other cases, it pays DoorDash $650 million.8-K
View the data
| Who pays | Fee | Note |
|---|---|---|
| DoorDash pays Instacart (in specified regulatory failures) | $1,250M | $1,250,000,000 in cash |
| Instacart pays DoorDash (e.g. to take a better offer) | $650M | $650,000,000 in cash |
If Instacart's shareholders vote the deal down, Instacart repays up to $25 million of DoorDash's costs, credited against any fee it later owes. Source: Maplebear Form 8-K, Item 1.01, Oct. 29, 2026.
How DoorDash pays
Instacart holders can choose $65 in cash, 0.3372 of a DoorDash share, or $48.75 in cash plus 0.0843 of a share. DoorDash stock is capped at 25% of the total, and holders who make no choice get cash.8-K JPMorgan has committed a 364-day bridge loan of up to $13.0 billion, DoorDash's 8-K says. The deal does not depend on DoorDash raising the money.DoorDash 8-KPress release
The case for, and the case against
DoorDash pitches the deal as help for local stores. "Grocery is one of the hardest things to get right online," DoorDash chief executive Tony Xu said in the release.Press release "Restaurant delivery is maturing," Morningstar analyst Martin Szumski said, with growth now in "weekly grocery shops, convenience items, and retail," Reuters reported.Reuters
Others see less competition. DoorDash's share of U.S. delivery-platform spending grew from 44% to 59% over five years, AP reported, citing the research firm Consumer Edge. Instacart's fell from 26% to 18%.AP "In many markets, these two companies are two of the three major buyers of shopper labor," Ethan Litwin, an antitrust attorney at Shinder Cantor Lerner, told AP.AP New York City's Department of Consumer and Worker Protection said on Oct. 28, before the announcement, that a potential merger continued a "troubling trend" of consolidation, Reuters reported.Reuters
CFRA's analysts also wrote that "the current regulatory backdrop is generally favorable, but the long closing window leaves the deal exposed to changes in policy," Reuters reported.Reuters
Next comes Instacart's shareholder vote. Two holders, D1 Capital Partners and Sequoia Capital, have signed agreements to vote for the deal, the 8-K says. Holders of about 19% of Instacart's shares have agreed to, the press release says.8-KPress release
Also in the filings: the Caper wind-down
On Oct. 26, after the close, Instacart filed that it would wind down its Caper smart-cart operations, as KeyVex reported.8-K That filing did not mention DoorDash or any sale talks, and neither filing about the deal mentions Caper. The records do not tie the two.8-K
What to watch
DoorDash's S-4 registration statement and Instacart's proxy, which the companies say they will file with the SEC. Such filings usually include the background of the talks.
The Instacart shareholder vote on the merger agreement.
Twelve months after signing: either side may end the deal, unless antitrust approval is all that is missing, which can extend it up to a year.
When the companies expect the deal to close, if regulators allow it.
The paper trail
The filings cited here, with the time EDGAR accepted each one.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Oct. 29, 2026, 8:32 a.m. | 8-K | Maplebear (Instacart) | The merger agreement: price, choices, closing conditions, the outside date, the $1.25 billion and $650 million fees. |
| Oct. 29, 2026, 7:38 a.m. | 8-K | Maplebear (Instacart) | Third-quarter results (Item 2.02), filed separately from the deal. |
| Oct. 29, 2026, 8:25 a.m. | 8-K | DoorDash | The merger agreement and JPMorgan's commitment of a bridge loan of up to $13.0 billion; the joint press release. |
| Oct. 26, 2026, 4:09 p.m. | 8-K | Maplebear (Instacart) | The Caper wind-down. |
Related coverage
Sources
9 sources, 5 of them public records
Public records
- Maplebear Inc., Form 8-K (Items 1.01, 8.01): Agreement and Plan of Merger with DoorDashSEC EDGAR · Oct. 29, 2026
- DoorDash, Inc., Form 8-K (Items 1.01, 7.01, 8.01): merger agreement and bridge commitmentSEC EDGAR · Oct. 29, 2026
- "DoorDash to Acquire Instacart to Help Local Stores Win", joint press release (Exhibit 99.1)SEC EDGAR · Oct. 29, 2026
- Maplebear Inc., Form 8-K (Items 2.02, 9.01): third-quarter 2026 resultsSEC EDGAR · Oct. 29, 2026
- Maplebear Inc., Form 8-K (Item 2.05): Caper wind-downSEC EDGAR · Oct. 26, 2026
Reporting
- "DoorDash offers $17 billion for Instacart in what would be a big consolidation for grocery delivery"Associated Press, via WTOP · Oct. 29, 2026
- "DoorDash strikes $17 billion deal for US rival Instacart in mega grocery delivery bet" (Milana Vinn and Anuja Bharat Mistry)Reuters, via AOL · Oct. 29, 2026
- "DoorDash in talks to buy Instacart in roughly $17 billion deal, source says" (as syndicated)Reuters, via KSL · Oct. 26, 2026
Data
- End-of-day prices for CART, SPY and QQQ, and Oct. 29 4 p.m. quotes for CART and DASH (Tiingo)KeyVex · through Oct. 29, 2026
How we got these numbers
- Prices in the chart are end-of-day closes as traded, through Oct. 28, 2026. The Oct. 29 figures are the 4 p.m. ET prices in KeyVex's quote feed (Tiingo): Instacart $57.11, DoorDash $179.00. KeyVex's end-of-day close for Oct. 29 was not yet in when this was written. "About $8" is $65.00 minus $57.11, or $7.89. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, rebased. The Filings switch shows the filing markers from KeyVex's Instacart stock page: a selection, not every filing, and not only those tied to this story.
- "Up to two years" is the outside date in the merger agreement: 12 months after the Oct. 28, 2026 signing, with automatic three-month extensions, up to four times, when the antitrust conditions are the only ones not met. The $1.25 billion is owed "under specified regulatory-related circumstances"; the 8-K summarizes those circumstances but does not list them, and the full agreement (Exhibit 2.1) has them. Fee figures are as the 8-K prints them: $1,250,000,000 and $650,000,000.
- The 26% premium and the 19% share of holders who agreed to vote for the deal are the companies' figures from their press release. Delivery-platform spending shares are Consumer Edge's, as reported by AP; KeyVex has not checked them.
- The header image was generated for KeyVex by an image model. It is an illustration of a delivery bag beside a bag of groceries on a doorstep, not a photograph of a real DoorDash or Instacart order. This is a reading of the companies' filings and of news reports, not investment advice.






