DoorDash Instacart Deal: $17 Billion Bet Awaits Regulators

A long-discussed merger finally has a price

DoorDash has signed a definitive agreement to buy Maplebear, the company that runs Instacart, at $65 per share. That gives the deal an equity value of about $17 billion.3 The boards of both companies have approved it. If it closes, the largest US restaurant delivery company and the largest grocery delivery app would sit under one owner.1118 Reuters describes it as DoorDash's biggest acquisition so far.15

The headline number is the clearest fact in the coverage, but the deal's significance lies elsewhere. What matters is the price DoorDash paid compared with what this asset was once thought to be worth, how the deal is structured, and a timeline that suggests both companies expect a long fight with regulators.

Breaking down the $17 billion

Instacart shareholders will receive at least 75% of their payment in cash. They can choose cash, DoorDash stock, or a mix, but stock is capped at 25% of the total, and requests above that cap will be prorated.2 Each Instacart share can be exchanged for $65 in cash, 0.3372 DoorDash shares, or $48.75 in cash plus 0.0843 DoorDash shares.4 DoorDash will pay the cash portion from its own reserves and new debt. JPMorgan Chase has committed to a 364-day senior unsecured bridge loan, and the deal does not depend on financing.2

Descriptions of the premium vary, and the difference matters. Most outlets say $65 is about 26% above Instacart's close on October 22, the last trading day before reports of a sale appeared.157 CNBC adds that the offer is only about 11% above the close on the day before the announcement.16 Both figures are accurate, but the second explains the market's reaction. Instacart stock had already climbed on reports of the talks, hitting a record $62 on the Monday before the announcement.15 Once the deal was confirmed, the stock barely moved. Reuters and CNBC called it roughly flat, and Yahoo Finance reported a 1.5% drop.15167 The shares trading several dollars below $65 suggest investors see real risk that the deal will not close.

DoorDash shares, by contrast, rose about 6%.1516 That rise is muddied by DoorDash releasing third-quarter results the same morning. Revenue was $4.62 billion against estimates of $4.56 billion, and adjusted earnings per share were $1.06 against an expected 84 cents.16 Before Thursday, DoorDash stock was down about 25% for the year.15 It is hard to say how much of the gain reflects approval of the deal rather than relief over earnings. In my reading, the earnings beat did much of the work.

The breakup fees show where each side sees risk. Instacart would owe DoorDash $650 million if the deal ends under certain conditions. DoorDash's fee in the reverse case is $1.25 billion.15 A buyer-side fee nearly twice the seller's signals that DoorDash is taking on most of the regulatory risk.

A discount compared with 2021

The most telling context is the companies' history. DoorDash reportedly held talks to buy Instacart in 2021 at a valuation of $40 billion to $50 billion. Those talks collapsed, partly over regulatory concerns.10 Founder Apoorva Mehta, who left Instacart after its 2023 IPO, said he and DoorDash CEO Tony Xu had discussed a merger "on and off" for years because the business logic was obvious.1213

At $17 billion, DoorDash is paying well under half that earlier range. Instacart has grown since then. Its 600,000 independent-contractor shoppers completed 338 million orders last year.14 Even so, its stock has not been rewarded. One Wells Fargo analyst noted that Instacart had trailed the Nasdaq by 18 percentage points since its IPO and valued it at about nine times its expected 2027 EBITDA.10 Before the deal, Instacart was worth roughly $13 billion to $14 billion, depending on the outlet and the date.1114

There are two conflicting accounts of how the sale came about. TechCrunch, citing Bloomberg, says Instacart held talks with Uber before Uber walked away.11 A Reuters source says Uber passed partly because it had agreed months earlier to buy Delivery Hero for $14.8 billion. The same source says Instacart's CEO told Xu in early September that the company was exploring strategic alternatives.8 Either way, DoorDash appears to have been the last serious bidder, and the modest final premium is consistent with that.

Why DoorDash wants grocery

The reasoning behind the deal is consistent across the coverage. A Morningstar analyst said restaurant delivery is maturing and that growth now comes from more frequent, larger orders such as weekly grocery runs, convenience items, and retail.15 DoorDash has already expanded beyond takeout by adding merchants like Sephora, Macy's, and Staples, and by signing a partnership with Kroger in 2025.16 It also bought Deliveroo in 2025, while Uber continues its own buying spree.5

In the companies' framing, the main rivals are Amazon and Walmart rather than Uber.13 AP, citing Numerator data, reports that Walmart holds 21% of US grocery spending, with Costco and Amazon at 8% each. Walmart has also started delivering restaurant food and now lists 2,400 restaurant locations.12 Xu described the deal as a way to help independent and regional grocers compete with "the largest companies in the world."13

The benefits pitched to customers are concrete but still promises. Instacart users would gain access to more than 50,000 additional stores, on top of nearly 100,000 already on the platform. DashPass and Instacart+ members would pay one membership fee instead of two, which the companies estimate would save customers about $100 million a year.4 It is not yet clear whether the combined membership will eventually cost more.18 Advertising may be the bigger opportunity. One analyst quoted by AP said a merged company could show food brands what a customer bought for takeout lunch as well as what went into their grocery cart.12

The antitrust question

The expected closing date, late 2027 or the first half of 2028, is unusually distant.11 CFRA analysts read the long window as a sign that both sides expect an extended antitrust review. They added that while today's regulatory climate is generally favorable, a long delay leaves the deal exposed to changes in policy.15 Beyond the Hart-Scott-Rodino review in the US, the deal needs approval in Canada and Israel.2

Analysts disagree on how hard approval will be, and the disagreement comes down to how regulators define the market. Wedbush noted that third-party delivery apps account for a small share of total grocery spending. But if regulators look narrowly at online grocery, or treat grocers as enterprise customers, approval gets harder.16 Antitrust attorney Ethan Litwin pointed to a specific weak spot: many grocers run their own online stores on Instacart's technology. DoorDash owning that infrastructure could be a problem.12 Opposition has already started. New York City's Department of Consumer and Worker Protection called the merger part of a "troubling trend" of consolidation.15 Instacart also arrives with some regulatory history. In December it agreed to pay $60 million to settle Federal Trade Commission allegations over its advertising and subscription practices.9

DoorDash's concessions are clearly aimed at Litwin's concern. It promises to keep Instacart's brand, app, and enterprise technology, to let grocers choose either platform, and not to require grocers to use its delivery exclusively.1615 Some partnership questions remain open. Instacart delivers for Walmart, but DoorDash stopped delivering for Walmart in 2022.14

What to expect

In my view, this deal is better understood as a long regulatory process than a completed acquisition. The financial terms are settled. Holders of about 19% of Instacart's shares have committed to vote in favor.2 Instacart has withdrawn its guidance and canceled its upcoming earnings call.4 The real uncertainty is whether regulators accept the companies' framing, in which Amazon and Walmart are the competitors that count, or decide that two dominant delivery intermediaries are merging and that grocers who depend on Instacart's software would lose a neutral provider. DoorDash's larger breakup fee suggests it believes it can win that argument. The narrow gap between Instacart's share price and the offer suggests investors are less confident.