DoorDash and Instacart: Market Definition Will Decide the FTC Review
On October 29, 2026, DoorDash, Inc. (“DoorDash”) announced a deal to buy Maplebear Inc., which does business as Instacart (“Instacart”), for about $17 billion. These two companies held merger talks in 2021 that reportedly ended over antitrust issues. This time a long antitrust review is expected, as closing is not expected until late 2027 or the first half of 2028. A challenge by the Federal Trade Commission (the “FTC”) is a real possibility here, and the outcome could turn on how a court defines the market in which these companies compete.
DoorDash will pay $65.00 per Instacart share under a merger agreement signed on October 28, 2026. DoorDash began in restaurant delivery but has expanded into grocery. Its app now carries about 2,700 Kroger stores in the United States, and Costco joined in September 2026. Instacart works with more than 2,200 retailers, representing nearly 100,000 stores in the United States and Canada.
Section 7 of the Clayton Act bars an acquisition whose effect “may be substantially to lessen competition, or to tend to create a monopoly.” To stop the deal, the FTC would seek a preliminary injunction under Section 13(b) of the Federal Trade Commission Act.
High concentration in a relevant market creates a presumption of harm. If the market is defined as just the delivery apps, this presumption is likely as the 2023 Merger Guidelines presume harm from an increase of the Herfindahl-Hirschman Index (the “HHI”) by more than 100 points in a market that is above 1,800 points. YipitData’s analysis of 2025 consumer email receipts, as reported by Reuters, gives DoorDash, Uber Eats, and Instacart 65.1%, 25.8%, and 9.1% of delivery-app orders. With those market shares, the merger would lift the HHI from about 4,986 points to about 6,171 points.
DoorDash will argue for a much broader market. Walmart, Amazon, Target, and Gopuff all offer same-day grocery delivery from their own stores and warehouses. DoorDash may also argue that its platform, which also serves consumers, merchants, and couriers, must be analyzed as a whole under Ohio v. American Express Co. However, the 2024 Kroger-Albertsons decision shows that courts will accept a narrow retail market even where broader competition exists. There, the court accepted a market of traditional supermarkets and supercenters and left out club stores and online sellers, because a relevant market “need not include every possible competitor, only reasonable substitutes.” The FTC will use that reasoning to argue that delivery apps are a market of their own (separate from the delivery that retailers such as Walmart and Amazon run themselves).
At the same time, the FTC’s 2025 loss against Meta Platforms shows that a broader market argument can still win. The court put TikTok and YouTube in the market, citing evidence of convergence and Meta’s own documents treating them as competitors. The FTC has since appealed, but the case showed how ordinary course documents can carry real weight.
If the FTC concludes the deal is unlawful, settlement may be difficult. FTC Chairman Andrew Ferguson has said that behavioral remedies are disfavored. In May 2026, he said, the FTC “should err in favor of litigating to protect competition where it believes it can prevail.” DoorDash’s pledge not to require grocery exclusivity is a behavioral promise. Further, a structural fix may not be possible, as the companies overlap in their core platforms.
Under the merger agreement, DoorDash must accept divestitures and other remedies short of a “Regulatory Material Adverse Effect.” Both companies must also use reasonable best efforts to defend the deal in court. DoorDash must pay Instacart $1.25 billion if the agreement is terminated because a final antitrust order blocks the deal, or because antitrust clearance is still outstanding when the outside date passes (October 28, 2027, extended automatically to as late as October 28, 2028).
We will continue to update readers as this review develops.
Klugy Mathurin, Senior Associate. Contact via email at kmathurin@gkglaw.com.
Note: This article should not be construed as legal advice or legal opinion on any specific facts or circumstances. The reader is urged to consult legal counsel or other advisors concerning his/her own situation and specific legal questions.
