Maplebear Inc.

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement Overview On October 28, 2026, Maplebear Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DoorDash, Inc., a Nevada corporation (“Parent”), and Ibiza Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. The Board of Directors of the Company has unanimously approved the Merger Agreement and has recommended that the stockholders of the Company adopt the Merger Agreement. Closing Conditions The consummation of the Merger is subject to customary closing conditions, including, among other things, (i) adoption of the Merger Agreement by the Company’s stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the expiration of any applicable mandatory waiting period, or the receipt of the applicable clearance or affirmative approval, under the Competition Act (Canada) and under the Israeli Economic Competition Law-1988, (iii) the absence of any order issued or law enacted by any governmental entity of competent jurisdiction preventing or prohibiting the consummation of the Merger, (iv) the effectiveness of a registration statement on Form S-4 to be filed by Parent registering the shares of Parent Class A Common Stock (or Parent Class C Common Stock, if applicable) issuable in the Merger, (v) authorization for listing on the Nasdaq Global Select Market of the shares of Parent Class A Common Stock (or Parent Class C Common Stock, if applicable) issuable in the Merger and (vi) certain other conditions set forth in the Merger Agreement. Merger Consideration; Election and Proration Procedures At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.0001 per share, of the Company (the “Shares”), other than Shares owned by (i) the Company, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or the Company and (ii) stockholders of the Company who have validly exercised their statutory rights of appraisal under Section 262 of the Delaware General Corporation Law, will be converted into the right to receive: (i) if a cash election (a “Cash Election”) has been properly made and not revoked or deemed revoked in accordance with the requirements set forth in the Merger Agreement, $65.00 in cash, without interest (the “Cash Consideration”); (ii) if an election to receive Parent Class A Common Stock (a “Stock Election”) has been properly made and not revoked or deemed revoked in accordance with the requirements set forth in the Merger Agreement, 0.3372 shares of Parent Class A Common Stock (the “Stock Exchange Ratio”), subject to Parent’s election to issue the Alternative Stock Consideration (as defined below), without interest (the “Stock Consideration”); (iii) if both a Cash Election and a Stock Election (a “Mixed Election”) have been properly made and not revoked or deemed revoked in accordance with the requirements set forth in the Merger Agreement, a combination of $48.75 in cash, without interest, plus 0.08430 shares of Parent Class A Common Stock (the “Mixed Exchange Ratio”), subject to Parent’s election to issue the Alternative Stock Consideration, without interest (the “Mixed Consideration” and, together with the Cash Consideration and the Stock Consideration, the “Merger Consideration”); or (iv) if neither a Cash Election nor a Stock Election has been properly made (a “Non-Election Share”), the Cash Consideration. Parent may elect to issue shares of Parent Class C Common Stock in lieu of Parent Class A Common Stock (the “Alternative Stock Consideration”) as the Stock Consideration and the stock portion of the Mixed Consideration, subject to, and in accordance with, the terms set forth in the Merger Agreement. Any such election (i) must be made prior to the earlier of (x) March 31, 2027 and (y) three months prior to the closing of the Merger, (ii) is subject to the satisfaction of certain conditions, including listing the Parent Class C Common Stock on Nasdaq and the issuance by Parent of a dividend of at least 0.5 shares of Parent Class C Common Stock on each outstanding share of Parent Class A Common Stock and Parent Class B Common Stock and (iii) requires Parent to provide the Company with prior, irrevocable written notice. If Parent elects to issue the Alternative Stock Consideration, the Stock Exchange Ratio and the Mixed Exchange Ratio will be adjusted to provide for an upward adjustment of the Stock Exchange Ratio and Mixed Exchange Ratio applicable to the Parent Class C Common Stock if the Parent Closing Price (as defined below) of the Parent Class C Common Stock is less than the Parent Closing Price of the Parent Class A Common Stock so that the Company’s stockholders receive the same value as they would have received in Parent Class A Common Stock, subject to, and in accordance with, the terms set forth in the Merger Agreement. Each record holder of Shares will have the right to submit an election specifying the portion of such holder’s Shares with respect to which such holder desires to make a Cash Election, a Stock Election or a Mixed Election, using a form of election to be prepared by Parent and reasonably acceptable to the Company (the “Form of Election”). The Company and Parent will mail the Form of Election not less than 20 business days prior to the anticipated deadline for making an election to holders of record as of the fifth business day prior to such mailing date, which deadline will be 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date that is three business days prior to the parties’ good faith estimate of the closing date of the Merger, or such other date as the Company and Parent may mutually agree (the “Election Deadline”). If the closing date is delayed to a subsequent date, the Election Deadline will be similarly delayed to a subsequent date. An election will be properly made only if the exchange agent for the Merger (the “Exchange Agent”) receives a properly completed and executed Form of Election prior to the Election Deadline. Holders may change their election by written notice accompanied by a properly completed and executed revised Form of Election or revoke an election by written notice to the Exchange Agent at any time prior to the Election Deadline, and any Shares as to which no valid election is in effect at the Election Deadline will be treated as Non-Election Shares. All elections will be automatically deemed revoked if the Merger Agreement is terminated. The Exchange Agent will have reasonable discretion to determine whether an election, revocation or change has been properly or timely made. The Merger Agreement includes a proration mechanism pursuant to which the total number of Shares to be converted into the right to receive the Stock Consideration will not exceed a maximum number of Shares, calculated so that the aggregate stock portion of the Merger Consideration issued in respect of Shares subject to Stock Elections and Mixed Elections does not exceed the amount that would have been issued had all Shares that converted into the right to receive the Merger Consideration received the Mixed Consideration, as determined in accordance with the terms set forth in the Merger Agreement. If the aggregate number of Shares with respect to which Stock Elections are properly made and not revoked or deemed revoked exceeds such maximum number, then each electing holder’s Shares subject to a Stock Election will be converted automatically into the right to receive the Stock Consideration only with respect to a pro rata portion of such Shares (based on the ratio of such maximum number to the aggregate number of Shares subject to Stock Elections), with the holder’s remaining Shares that are subject to a Stock Election instead converting into the right to receive the Cash Consideration. Treatment of Company Equity Awards Each option to purchase Shares outstanding and unexercised immediately prior to the Effective Time will be canceled, and, to the extent vested (after giving effect to any vesting that occurs automatically as a result of the Merger) and having a per-share exercise price less than the Cash Consideration, converted into the right to receive a cash payment equal to the excess of the Cash Consideration over the per-share exercise price, multiplied by the number of Shares subject to such option. Each award of Company restricted stock units and Company performance stock units that is outstanding, vested and unsettled as of immediately prior to the Effective Time (after giving effect to any vesting that occurs automatically as a result of the Merger) will be canceled and converted into the right to receive, in respect of each Share subject to such award, the Cash Consideration. Each award of Company restricted stock units and Company performance stock units that is outstanding and unvested as of immediately prior to the Effective Time (after giving effect to any vesting that occurs automatically as a result of the Merger) will be canceled immediately prior to the Effective Time, and, as soon as practicable following, but in no more than five days following, the Effective Time, Parent will grant to each holder of such an award a Parent restricted stock unit award (each, a “Parent Restricted Stock Unit Award”) with respect to a number of shares of Parent Class A Common Stock (or, if Parent elects to issue the Alternative Stock Consideration, Parent Class C Common Stock) (rounded to the nearest whole share) equal to the product of (A) the number of Shares subject to such award of Company restricted stock units or award of Company performance stock units immediately prior to the Effective Time (with the number of Shares subject to awards of Company performance stock units determined by deeming the applicable performance goals achieved at the greater of target performance and actual performance through the Effective Time (as determined by the Company’s Board of Directors in good faith)) and (B) the Equity Award Exchange Ratio. Each Parent Restricted Stock Unit Award shall vest in substantially equal installments on each of Parent’s standard quarterly vesting dates (but no later than a vesting date permitted by the terms of the related Company restricted stock unit award as in effect prior to the Effective Time) that occur between the Effective Time and the end of the vesting schedule that applied to the related award of Company performance stock units (or end of the performance period if no vesting schedule applied to the Company performance stock units) or Company restricted stock units, and shall otherwise be subject to the same terms and conditions as were applicable to the related award of Company performance stock units or Company restricted stock units under the applicable Company equity incentive plan and award agreement as of immediately prior to the Effective Time. The “Equity Award Exchange Ratio” is a fraction, the numerator of which is the sum of $48.75 in cash and an amount equal to the product of the Mixed Exchange Ratio and the Parent Closing Price and the denominator of which is the Parent Closing Price. The “Parent Closing Price” is the volume-weighted average trading price of Parent Class A Common Stock (or Parent Class C Common Stock if Parent elects to issue the Alternative Stock Consideration) for the five consecutive trading days ending on (and including) the trading day immediately prior to the date of the Effective Time. Representations, Warranties and Covenants The Merger Agreement includes representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the Merger Agreement and the Effective Time, the Company has agreed to use reasonable best efforts to conduct its business in the ordinary course consistent with past practice in all material respects and has agreed to certain other operating covenants, and Parent has agreed to certain operating covenants, in each case as set forth more fully in the Merger Agreement. The Merger Agreement requires that Parent and the Company use reasonable best efforts to take all actions and do all things necessary, proper or advisable to complete the Merger as promptly as reasonably practicable, and in any event prior to the Outside Date (as defined below), including, among other things, (i) defending or contesting any proceedings (including through final, non-appealable judgment) challenging the Merger Agreement or the consummation of the transactions contemplated thereby and (ii) in the case of Parent, proposing, negotiating, committing to and effecting certain remedy actions as may be required in connection with seeking regulatory approvals, except as would have a Regulatory Material Adverse Effect (as defined in the Merger Agreement), in each case on the terms and subject to the conditions specified in the Merger Agreement. In addition, Parent has agreed to commit to certain specified commitments to grocers, merchants and consumers, which commitments will not be taken into account in determining whether a Regulatory Material Adverse Effect would occur. No Solicitation The Merger Agreement also contains a customary “no shop” provision that, in general, restricts the Company’s ability to solicit third-party acquisition proposals or provide information to, or engage in discussions or negotiations with, third parties regarding or that would reasonably be expected to lead to any acquisition proposal. The no shop provision is subject to a customary “fiduciary out” provision that allows the Company, prior to receiving the approval of the Company’s stockholders, under certain circumstances and in compliance with certain obligations, to provide information and participate in discussions and negotiations with respect to unsolicited third-party acquisition proposals that constitute or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and, subject to compliance with certain obligations, to terminate the Merger Agreement and accept a Superior Proposal upon payment to Parent of the Company Termination Fee discussed below. Termination The Merger Agreement includes customary termination rights, including that either the Company or Parent may terminate the Merger Agreement if (1) the Merger is not completed on or prior to 12 months after the date of the Merger Agreement or such other date agreed in writing by Parent and the Company (as such date may be extended, the “Outside Date”), subject to automatic three-month extensions (up to four times) if, on the Outside Date, the antitrust-related conditions are the only conditions that have not been satisfied or waived; (2) a final and non-appealable order or law permanently preventing or prohibiting the Merger is in effect; or (3) the Merger Agreement is not adopted by the Company’s stockholders at the stockholder meeting. The Merger Agreement provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company to accept a Superior Proposal or by Parent following an Adverse Recommendation Change (as defined in the Merger Agreement), the Company will be required to pay a fee equal to $650,000,000 in cash (the “Company Termination Fee”). In addition, if the Merger Agreement is terminated by either Parent or the Company because the Company’s stockholders do not adopt the Merger Agreement, the Company will be required to reimburse Parent’s expenses up to $25,000,000, which amount will be credited against any Company Termination Fee that subsequently becomes payable. The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified regulatory-related circumstances, Parent will be required to pay to the Company a fee equal to $1,250,000,000 in cash. Voting and Support Agreements Concurrently with the execution of the Merger Agreement, Parent entered into voting agreements (each, a “Voting and Support Agreement”) with D1 Capital Partners L.P. and Sequoia Capital Operations, LLC, pursuant to which, among other things, such stockholders have agreed to vote (or cause to be voted) all of the Shares held by them in favor of the adoption of the Merger Agreement and with respect to certain other matters set forth in the Voting and Support Agreements. The foregoing description of the Merger Agreement and the Voting and Support Agreements is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference, and the form of Voting and Support Agreement, which is attached as Exhibit 10.1 to this report and incorporated herein by reference. The Merger Agreement and the Voting and Support Agreements and the foregoing descriptions of the Merger Agreement and the Voting and Support Agreements have been included to provide investors with information regarding the terms of the Merger Agreement and the Voting and Support Agreements. They are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of the Merger Agreement, were solely for the benefit of the parties to the Merger Agreement and may be subject to qualifications and limitations agreed upon by the parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts, and may have been qualified by confidential disclosures. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the United States Securities and Exchange Commission (the “SEC”). Accordingly, investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Item 8.01 Other Events. On October 29, 2026, Parent and the Company issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.