SAN FRANCISCO — DoorDash's agreement to buy Instacart for roughly $17 billion is the largest deal in the food-delivery company's history, but the two companies told investors it could take until 2028 to actually close.

Under the terms of the deal, Instacart shareholders can choose $65 per share in cash, 0.3372 shares of DoorDash common stock, or a mix of $48.75 in cash and 0.0843 DoorDash shares. The all-in price represents a 26% premium to Instacart's closing stock price on Oct. 22, before the deal was announced. DoorDash has capped the stock portion of the deal so that its own shares make up no more than 25% of the total consideration paid out.

How it gets funded — and approved

DoorDash plans to pay the cash portion using cash on hand plus proceeds from debt financing, with JPMorgan Chase providing a 364-day senior unsecured bridge loan. The companies said the transaction is not contingent on financing falling into place. Both boards have signed off, and DoorDash says roughly 19% of Instacart shareholders have already agreed to vote in favor.

What's left is regulatory review: the deal must clear the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act along with other approvals before it can close, a process DoorDash says could stretch to the end of 2027 or into the first half of 2028.

ONE MEMBERSHIP INSTEAD OF TWO

If it closes, DoorDash says it plans to keep Instacart's brand, app and enterprise technology running largely as-is, while folding DashPass and Instacart+ into a single membership — a change the company estimates could save subscribers roughly $100 million a year combined.

DoorDash's biggest swing yet

The Instacart deal surpasses DoorDash's previous largest acquisitions, including its roughly $8 billion purchase of Finland's Wolt and its buyout of UK-based Deliveroo, cementing the company's ambition to be the dominant player across restaurant, grocery and retail delivery in North America.