DoorDash 8-K

Summary

Q3 2026 results with Q4 guidance, alongside a definitive agreement to acquire Instacart. DoorDash reported record Marketplace GOV, revenue and net income, with growth in orders and average order value; excluding Deliveroo, order, GOV and revenue growth was lower but remained strong. The Instacart deal advances DoorDash’s stated focus on building a physical logistics network: it sees grocery fulfillment, merchant software and greater network scale as complementary parts of that strategy.

Key Figures

• Excluding Deliveroo, Q3 Total Orders grew 17% Y/Y, Marketplace GOV 23% and revenue 23%. U.S. grocery and retail GOV grew at more than twice the pace of U.S. restaurant GOV; mature-cohort order rates in those categories continued to grow at double-digit Y/Y rates.
• DoorDash agreed to acquire Instacart for $65.00 per share, or approximately $17B in equity value—a 26% premium to Instacart’s 10/22/2026 closing price. Instacart shareholders may elect all cash, all stock or a mix; total stock consideration is capped at 25%, with proration if oversubscribed. DoorDash expects to fund the cash portion with cash on hand and debt financing, backed by a 364-day senior unsecured bridge-loan commitment; the deal has no financing condition.
• Closing is targeted for the end of 2027 or H1 2028, subject to Instacart shareholder approval, U.S. antitrust waiting-period expiration or termination, regulatory approvals including in Canada and Israel, and customary conditions. Holders of about 19% of Instacart shares have agreed to vote in favor.
• DoorDash sees a multi-year path to at least $500M in annual synergies, net of investments. It expects to invest more than 100% of total synergies in the first year after closing, then achieve positive net synergies in year two and beyond. Its grocery fulfillment case cites DashMart accuracy above 99% and delivery more than 10 minutes faster on average than other grocery orders in active DashMart markets.
• Through 10/28, DoorDash had repurchased 6.8M shares for $1.0B under its $5.0B authorization, leaving approximately $4.0B. Q3 weighted-average diluted shares were 440M, versus 442M a year earlier. The company also said it intends to stop reporting results excluding Deliveroo beginning in Q4 2026, after the acquisition anniversary.
• DoorDash describes its investment focus as the physical logistics network, including warehousing and autonomous delivery, alongside tools for merchants and AI products such as Ask DoorDash, Text DoorDash and an interface for external AI agents.

Against earlier guidance (derived from earlier filings)

Guidance

Guidance changes, derived from earlier filings

Metric	Period	Earlier guidance	Guidance now	Change
Stock-based compensation expense	FY2026	≈$1.2B-$1.3B	≈$1.2B	narrowed (lowered high end)
Depreciation and amortization expense	FY2026	≈$1.1B-$1.2B, including ≈$450M acquired-intangible amortization	≈$1.2B, including ≈$450M of acquired-intangible amortization	widened (lowered low end)
Reported free cash flow impact from year-end merchant-payment timing	FY2026	Reduction of $700M-$800M	Reduction of $700M-$800M	reaffirmed

Investor Takeaways

• Watch Q4 Marketplace GOV and adjusted EBITDA against the guided ranges; those results will test whether order and average-order-value growth continues to support expansion.
• Watch Instacart’s shareholder vote, regulatory approvals and closing progress, followed by reported synergy realization against the company’s multi-year target.
• Watch whether U.S. grocery and retail mature-cohort order rates sustain double-digit Y/Y growth as DoorDash works to improve fulfillment and affordability.