The DoorDash Instacart Deal Is Worth $17 Billion. The Grocers Who Hired It Now Answer to a Rival

For fourteen years Instacart sold grocers a way to stay independent: its technology let a regional chain run its own online store and its own retail media, without building the delivery machine Amazon and Walmart built. On Thursday that independence changed hands. DoorDash, which already delivers groceries for chains including Kroger, Safeway and Aldi, agreed to buy Instacart for $65 a share, an equity value of about $17 billion, and the platform grocers hired to keep them out of other companies’ systems now belongs to a delivery rival with its own grocery plans.

The terms are mostly cash. DoorDash will pay at least 75% of the consideration in cash. Instacart holders can elect $65 in cash, 0.3372 DoorDash shares, or a mix of $48.75 in cash and 0.0843 shares, subject to a cap that keeps DoorDash stock at no more than 25% of the total and to proration if the stock election is oversubscribed. JPMorgan Chase committed a 364-day senior unsecured bridge loan for the debt portion, the deal carries no financing condition, and DoorDash said it aims to keep investment-grade ratings. Instacart’s board approved the agreement unanimously, holders of about 19% of its shares pledged to vote for it, and closing is expected at the end of 2027 or in the first half of 2028, after a shareholder vote, the Hart-Scott-Rodino antitrust waiting period, and approvals in Canada and Israel.

What DoorDash is buying, on Instacart’s own description, is the grocers’ side of the counter. Instacart partners with more than 2,200 retail banners representing nearly 100,000 stores, and its Enterprise platform powers stores’ own websites and retail media networks alongside its marketplace. Its chief executive, Chris Rogers, called the third quarter its best as a public company and described the product as “the operating system for grocery: one integrated platform that powers ecommerce, fulfillment, in-store, retail media, and AI Solutions.” The quarter supports the pitch in one respect and complicates it in another. Gross transaction value reached $10.528 billion, up 15% year over year, total revenue $1.095 billion, up 17%, and advertising and other revenue grew 23% to $331 million, faster than transaction revenue’s 14% rise to $764 million. The fastest-growing slice of Instacart is selling ads against other people’s groceries, and DoorDash’s own shareholder letter says scaled advertising reach is part of what the combination buys.

Managing inventory itself for third-party grocers is important, DoorDash’s shareholder letter says, to reach perfect delivery every time at the best possible prices, because a warehouse built for delivery beats a grocery store that was never set up for it. Its DashMart project started five years ago holding its own inventory and now manages thousands of products from Giant Eagle, Albertsons and others, at what DoorDash reports as 99% plus fulfillment accuracy and more than 10 minutes faster on average. Instacart’s scale, the letter says, will help amortize the fixed cost of managing inventory on grocers’ behalf. Read alongside the acquisition, that is a different proposition from the press release’s promise to help local stores win: the grocers’ technology partner is joining a company whose stated end state has it holding their stock in its own buildings. DoorDash was not buying its way into grocery from zero, either. Its United States grocery and retail marketplace volume grew at more than double the pace of its restaurant category in the third quarter, and it expanded its Kroger partnership to nearly 2,700 stores in September 2025, according to Associated Press reporting. Put together on the two companies’ own gross measures, the third quarter ran to $44.5 billion of order value and more than 1.08 billion orders.

Under a heading reading “Open Platform, No Grocery Exclusivity,” the announcement promises local grocers can work with any delivery platform they choose. It also promises Instacart shoppers keep the flexibility to choose how much they work, the information they need to decide which batches to accept, and the choice of taking DoorDash orders or shopping only on Instacart. DoorDash also says it will keep Instacart’s brand, enterprise technology products and app, and that the two companies will operate separately until closing. None of that is standard deal boilerplate. A buyer confident that its new partners have nowhere else to go does not open by guaranteeing they can leave. Instacart customers would gain access to more than 50,000 additional stores on top of the nearly 100,000 already on its platform, and combining DashPass and Instacart+ into one fee would save members an estimated $100 million a year on membership fees alone, according to DoorDash.

The premium is real. It is also measured from before the leak. The $65 price is a 26% premium to Instacart’s $51.68 close on October 22, the last trading day before reports of a sale. It is only $3 above the $62 record the shares hit on Monday after those reports. Instacart traded at $61.25 in premarket trading on Thursday, $3.75 below the offer price, a gap of about 5.8% that prices in the long wait and the regulatory risk. DoorDash shares moved the other way: down 6.1% in Monday’s regular session when the talks leaked, then up 9.7% to $185.96 in premarket trading on the announcement, as if the market had decided overnight that paying $17 billion for the grocery problem was better than renting it quarter by quarter.

This is the second time the two companies have tried. In 2021, when Instacart was privately valued at $39 billion, DoorDash held preliminary talks that could have valued it at $40 billion to $50 billion, according to reporting by The Information cited by Reuters, and those talks collapsed in part over concerns about winning antitrust approval. Instacart went public in September 2023 at $30 a share and a $10 billion valuation. Today’s $17 billion is 58% to 66% below that 2021 range. The business, in the meantime, turned solidly profitable: third-quarter net income of $147 million and adjusted earnings before interest, tax, depreciation and amortization of $342 million, up 23%.

The American Economic Liberties Project called on the Federal Trade Commission to block the DoorDash Instacart deal on Thursday, saying Instacart controls an estimated 58% of the United States third-party grocery delivery market, a figure other estimates put higher, with eMarketer estimating about 65% for 2026 as reported by Fast Company. “Instacart and Doordash have spent the better part of a decade bullying main street businesses and denying fair pay and benefits to their combined 9 million workers,” said Lee Hepner, senior legal counsel at the group, adding that there is “no useful mitigation short of blocking this outright.” Needham analyst Bernie McTernan, writing before the announcement, flagged the question the deal has to answer: why now, given DoorDash has historically said it could grow its grocery business organically, and given this target, unlike Wolt or Deliveroo, consolidates the United States market rather than expanding it abroad. DoorDash’s answer, spread across its letter, is $500 million or more of annual synergies net of investments over a multi-year path, with more than 100% of those synergies reinvested in the first year after close and positive net synergies from year two. Three days before the announcement, Instacart filed to wind down its Caper Cart smart-cart business by the end of the second quarter of 2027, expecting $55 million to $80 million in pre-tax charges, after telling investors in August that its in-store technologies like Caper continued to scale.

Until the transaction closes, DoorDash and Instacart will continue to operate as separate and independent companies, the release said. Instacart ended the quarter with $1 billion in cash and similar assets, after repurchasing $230 million of its shares in the quarter.