DoorDash to acquire Maplebear (Instacart) in cash-and-stock deal at $65.00 per share

Maplebear Inc.

• Per-share consideration: $65.00 cash, or 0.3372 DoorDash Class A shares, or a mixed election of $48.75 cash plus 0.08430 DoorDash shares.
• Stock elections are subject to proration, capped so the aggregate stock portion does not exceed what all holders would get under the Mixed Consideration.
• Maplebear pays a $650M termination fee for a Superior Proposal or adverse recommendation change; DoorDash pays $1.25B in specified regulatory-failure terminations.
• D1 Capital Partners and Sequoia Capital signed voting and support agreements backing adoption; Maplebear's board unanimously approved and recommends the deal.
• Outside Date is 12 months from Oct 28, 2026, with up to four automatic 3-month extensions if antitrust clearances (HSR, Canada, Israel) are the only unmet conditions.