DoorDash agreed to buy Instacart. What the months before close decide for the people who built it.

• Announced October 29, 2026 by DoorDash and Instacart, whose legal name is Maplebear Inc. The merger agreement is dated October 28, 2026, and the companies said Instacart’s board approved it unanimously.
• For each Instacart share you can elect $65.00 in cash, 0.3372 shares of DoorDash Class A common stock, or $48.75 in cash plus 0.0843 DoorDash shares. The companies put the total value at $65.00 a share, about $17 billion in equity value. A share with no valid election is paid $65.00 in cash (Section 1.07(c) of the merger agreement).
• The Stock Exchange Ratio and the Mixed Exchange Ratio are fixed. Instacart’s Form 10-Q for the quarter ended September 30, 2026 says they will not be adjusted for changes in the market price of DoorDash Class A common stock, so what a stock or mixed election is worth at close can differ from its value on the day the agreement was signed, the day of the vote or the election deadline.
• The companies said DoorDash stock would not exceed 25% of the total consideration. The agreement sets that cap as a number of shares, a Maximum Stock Share Number, so that the shares issued for stock elections and mixed elections together do not exceed what would be issued if every share took the mixed consideration (Section 1.08(a) and the definition in Section 8.04). If the stock elected, counting the stock part of mixed elections, would exceed the cap, stock elections are prorated and the rest is paid in cash. Mixed elections are not cut back. If stock elections come in under the cap, every stock election is paid in stock (Section 1.08(b)).
• The election deadline is 5 p.m. local time where the exchange agent’s main office is, on the date three business days before the companies’ good faith estimate of the closing date, or another date the companies agree on. The election form is mailed at least 20 business days before the expected deadline to holders of record five business days before the mailing, and the companies agreed to work to make a form available, as promptly as practicable, to any Instacart stockholder who asks for one before the deadline. An election is not made properly unless the exchange agent receives the form, properly completed and signed, with its transmittal materials, before the deadline. A broker or other nominee can submit a form for each beneficial owner (Section 1.08(c)).
• You can revoke an election by written notice, or change it by written notice with a properly completed and signed revised form, that the exchange agent receives before the deadline. If the closing date is delayed, the deadline moves with it and the companies announce the new date. The companies agreed to announce the deadline in a press release at least one business day before it. The exchange agent decides whether an election was properly and timely made, and its good faith decisions are binding (Section 1.08(c)).
• The agreement lets DoorDash choose to pay the stock part in DoorDash Class C common stock instead of Class A, if it gives Instacart irrevocable written notice before the earlier of March 31, 2027 and three months before closing, subject to conditions in the agreement (Section 1.07(d)). Without that notice in time, the stock part is paid in Class A shares. If DoorDash makes the choice, the replacement DoorDash RSUs described below are for Class C shares too, and the DoorDash closing price used for them is the Class C price (Sections 5.04(a)(iii) and 8.04). Look for DoorDash’s choice in the proxy statement and prospectus and on the election form before you elect. The conditions in Exhibit C to the agreement include authorization to list the Class C shares on Nasdaq and a dividend of at least 0.5 Class C shares on each outstanding DoorDash Class A and Class B share, and the exchange ratios adjust upward if the Class C closing price is below the Class A closing price.
• Vested RSUs and PSUs not yet settled at close, counting awards that vest automatically because of the merger, are paid $65.00 a share in cash. The vesting that counts is what an award’s own terms, as in effect on October 28, 2026, make automatic because of the merger. The cash, less withholding and without interest, is paid as soon as practicable after close and no later than five business days after it, unless the award is deferred compensation under Section 409A, which is paid at the earliest time its terms allow without a Section 409A tax or penalty (Sections 5.04(a)(ii) and 5.04(c)).
• Unvested RSUs and PSUs are canceled at close and replaced with DoorDash RSUs, granted at close or within five days after it. For each award, the number of DoorDash RSUs is the number of Instacart shares under that award (for a PSU, after its performance is set) times an Equity Award Exchange Ratio, rounded to the nearest whole share. The ratio is $48.75 plus 0.0843 times the DoorDash closing price, with that sum divided by the DoorDash closing price. It turns the value of the mixed consideration into DoorDash shares at that price, so unlike the two election ratios it is not fixed and depends on DoorDash’s price before close. The DoorDash closing price is the volume weighted average price of DoorDash Class A stock, or Class C stock if DoorDash makes the Class C choice, over the five trading days ending the trading day before close (Sections 5.04(a)(iii) and 5.04(d)(v), and the definition in Section 8.04).
• For PSUs, performance is deemed achieved at the greater of target and actual performance through close, as Instacart’s board determines in good faith. For RSUs and PSUs alike, the DoorDash RSUs vest in substantially equal installments on DoorDash’s standard quarterly vesting dates between close and the end of your original vesting schedule, or the end of the performance period for a PSU with no vesting schedule, and no later than a vesting date your Instacart award allowed. Otherwise they keep the same terms and conditions as your Instacart award under its plan and award agreement (Section 5.04(a)(iii)).
• Every option outstanding and unexercised at close is canceled. A vested option with an exercise price below $65.00, counting options that vest automatically because of the merger, is paid the difference between $65.00 and its exercise price for each share, in cash through payroll, less withholding. The agreement describes no payment or replacement for an unvested option or for one priced at $65.00 or more (Section 5.04(a)(i)). Instacart’s Form 10-Q shows the same number of options vested and exercisable as outstanding on September 30, 2026, at a weighted average exercise price of $12.12.
• The ESPP ends just before close. Until then no offering or purchase period may start, no one may join, and Instacart may not reverse the plan’s suspension (Section 5.04(e)). Instacart’s Form 10-K for 2025 and its Form 10-Q for the quarter ended September 30, 2026 both say there had been no offering period or purchase period under the ESPP.
• For twelve months after close, or until employment ends if sooner, DoorDash agreed with Instacart to provide continuing Instacart employees base pay no less favorable than before close, equity incentive opportunities no less favorable than DoorDash gives its own similarly situated employees, cash incentive opportunities and benefits that meet other standards set in the agreement, and severance no less favorable than described in a disclosure letter that was not filed with the agreement (Section 5.05(a)). The agreement also says this gives no employee a right to a job and that no employee is a third party beneficiary of these terms, which generally means an employee cannot enforce them (Sections 5.05(a) and 5.05(g)). DoorDash also acknowledged that the merger is a change in control under any Instacart benefit plan that defines the term (Section 5.05(b)).
• In an email to employees on October 29, 2026, filed with the SEC, Instacart’s VP of People said every active full time employee would be eligible for a deal specific cash retention program, with the amount and payment dates to be posted on an internal page by November 2, 2026, and that performance, promotion and compensation review cycles and benefits would continue in the period before close. Instacart’s FAQ in the same filing says vested equity awards will be cashed out based on the $65 deal price, unvested awards will roll over into DoorDash awards, and more information will be shared closer to closing.
• The vote needs the holders of a majority of Instacart’s outstanding shares to adopt the agreement (Section 2.04(a)). The companies said stockholders holding about 19% of the outstanding shares agreed to vote for it. DoorDash files the Form S-4, which carries the proxy statement and prospectus, and Instacart agreed to work toward holding the vote within 40 days after the SEC declares it effective (Section 4.03). The definitive proxy statement and prospectus gives the vote date.
• The regulatory conditions are the end of the waiting period under the Hart-Scott-Rodino Act and approvals under the antitrust or foreign investment laws of jurisdictions listed in a disclosure letter, which the companies said include Canada and Israel. Closing also needs, among other conditions, the Form S-4 to be effective, the DoorDash shares to be approved for listing on Nasdaq, no order or law blocking the merger, and no continuing material adverse effect on either company (Article VI).
• Expected close, as the companies stated at announcement, at the end of 2027 or in the first half of 2028. Instacart repeated that expectation in its Form 10-Q for the quarter ended September 30, 2026. Closing takes place three business days after the last condition is met or waived, unless the companies agree in writing on another date (Section 1.02). If the merger has not closed by October 28, 2027, twelve months after the agreement date, or another date the companies agree on in writing, either company can generally end the agreement, though not a company whose own action or failure to meet its obligations was the primary cause. That date extends automatically by three months, up to four times, which can carry it to October 28, 2028, if nothing but the antitrust and regulatory approval conditions remains unmet (Section 7.01(b)(i)). Instacart would owe DoorDash a $650 million fee in specified cases, and DoorDash would owe Instacart $1.25 billion in specified regulatory cases (Section 7.03).

Sources. DoorDash and Instacart joint press release, October 29, 2026, Instacart’s Form 8-K, filed the same day under Rule 425 with the merger agreement dated October 28, 2026 as Exhibit 2.1, Instacart’s employee emails and FAQ of October 29, 2026, filed with the SEC, Instacart’s Form 10-Q for the quarter ended September 30, 2026, and Instacart’s Form 10-K for 2025. BFA Wealth Management isn’t affiliated with DoorDash or Instacart. The terms and dates above come from the announcement and filings named here, as of the date the facts were checked. They can change before close, so confirm the treatment of your own awards with HR before you act.

This deal gives you a choice for each Instacart share you hold, made by the election deadline. You can elect $65.00 in cash, 0.3372 DoorDash shares, or $48.75 in cash plus 0.0843 DoorDash shares. The cash amounts are fixed. The share counts do not change with DoorDash’s stock price, so the value of any DoorDash stock you elect moves with that price from the day you elect to the day you are paid. A share with no valid election, including one you get after the deadline, is paid in cash. The guide that fits is Before Your Company Is Sold for Stock, and Before Your Company Is Sold for Cash covers the cash side.

The companies said the stock would not exceed 25% of the total consideration, a cap the agreement sets as a number of shares. If stock elections, together with the stock part of mixed elections, ask for more than that, each stock election is cut back by the same fraction, and the rest of those shares are paid $65.00 in cash. Mixed elections are not cut back. So a stock election can come back partly in cash, and you will not know the split when you elect. If stock elections come in under the cap, each one is paid in stock.

Your awards follow the agreement, not your election. Vested RSUs and PSUs not yet settled at close are paid $65.00 a share in cash, and that cash is taxed as pay. Unvested RSUs and PSUs become DoorDash RSUs that vest quarterly through the end of your original vesting schedule, with PSU performance set at the greater of target and actual through close, and each one is generally taxed as pay when it vests, at DoorDash’s share price that day. Vested options with an exercise price below $65.00 are paid the difference between $65.00 and the exercise price, per share, in cash. Every other option is canceled at close. Federal withholding on the cash can be a flat 22%, with 37% required on supplemental pay above $1 million in a year, and that may be less than you owe.

The day after close, you may hold DoorDash shares, unvested DoorDash RSUs and a tax bill, all at once. Look for how the exchange is taxed, for the cash and for any DoorDash stock, in the proxy statement and prospectus, and ask your CPA how each choice would be taxed before you elect. A taxed gain on shares held more than a year is generally long term. If the exchange is taxable, shares from an ISO exercise that are exchanged before both holding periods pass, more than two years from grant and more than one year from exercise, can have part of their value taxed as ordinary income.

1. Which of my awards are paid in cash at close and which become DoorDash RSUs, and will HR confirm that in writing?
2. For the Instacart shares I will hold at the election deadline, what would cash, stock or the mix leave me after tax, has DoorDash chosen to pay the stock part in Class C shares, and what is my broker’s cutoff?
3. How many DoorDash RSUs will each unvested grant become under the Equity Award Exchange Ratio, which five trading days set the price it uses, and will they be Class A or Class C?
4. If stock elections are oversubscribed, how much of a stock election could come back as $65.00 in cash?
5. For my PSUs, what does the greater of target and actual performance through close mean for my share count, and on which DoorDash quarterly dates will the replacement RSUs vest?
6. If I am let go before or after close, does my offer letter, a severance plan or my award agreement speed up vesting, and what does the twelve month period in the agreement cover for me?
7. What are the terms of the cash retention program, when is it paid, and what do I agree to by accepting it?
8. Could the golden parachute rules (Section 280G) reach me as an officer, a more than 1% owner or one of the highest paid 1% of employees, and would my deal payments reach three times my base amount, where a 20% excise tax can apply?
9. What will withholding look like on the cash at close and on each DoorDash RSU vesting after, and is a flat 22% federal rate, or 37% on supplemental pay above $1 million in a year, enough for my actual bracket?
10. Which lots of my Instacart shares will have been held more than a year by close, how are each election and the cash for my ISOs or other options taxed, and what does the proxy statement and prospectus say?
11. After close, when do DoorDash’s trading windows let me trade, and how much of what I own will sit in one stock?
12. What happens to my awards, my election and the retention program if the deal does not close, and what would I do then?

Nobody at your company is paid to answer these for you. HR will tell you the mechanics. Your CPA will handle the return. The person who puts it all on one page, in the order it matters, is usually missing. That is the gap we fill.