This is the month a lot of grocery and CPG brands lock their 2027 retail media plans. Joint business plans get signed, upfront commitments get pencilled in, and somewhere in the spreadsheet there are two separate lines: one for Instacart, one for DoorDash.
On Thursday those two lines got the same future owner. Not today, and maybe not for twenty months, and maybe never if regulators say no. That gap is the part worth planning around, because the merger agreement quietly changes what one of those sellers is allowed to agree to while you negotiate with it.
What was announced
On October 29, DoorDash and Instacart announced that DoorDash will buy Instacart for $65 a share, an equity value of about $17 billion, at least 75% in cash. The companies expect the deal to close at the end of 2027 or in the first half of 2028, subject to antitrust review in the United States plus approvals in Canada and Israel. Until then, they say, they “will continue to operate as separate and independent companies.” After close, DoorDash expects to keep the Instacart brand, its app and its enterprise technology.
Advertising sits close to the center of the pitch. The announcement says the combined company will offer stores “the advertising and AI tools each company has built,” that more grocers “could deploy Instacart’s technology to run their own websites and retail media networks,” and that “brands would gain a scaled alternative for reaching customers online.” DoorDash’s own third quarter letter adds that “the combined reach and cross selling opportunities across different categories will be a win for advertisers.”
The ad business behind that line is real. Instacart’s third quarter release shows advertising and other revenue of $331 million, up 23% from a year ago, out of $1.095 billion in total revenue. In the same release Instacart cancelled its November 5 earnings call, suspended guidance and withdrew its long term targets. That is customary during a pending deal. It also means you will hear less from Instacart in public about where its ad products are going for the next year or more.
What Instacart can and cannot sign until close
The useful detail is in the merger agreement DoorDash filed with the SEC. Section 4.01 sets the rules for how Instacart runs itself before closing. Instacart has to use reasonable best efforts to operate “in the ordinary course of business consistent with past practice” and to preserve its relationships with merchants, grocers, customers and, by name, advertisers.
Then come the limits, subject to exceptions listed in a disclosure letter that is not public. Without DoorDash’s written consent, which cannot be unreasonably withheld, Instacart cannot terminate, materially amend or enter what the agreement calls Specified Contracts outside the ordinary course. Two items on that list matter to marketers directly. One is the contracts with its top ten advertisers, a group the agreement defines to include brand partners. The other is any material contract with a third party “that facilitates or directs advertising demand to ‘Instacart Ads’ on behalf of advertisers or agencies.”
A tighter group of contract types needs consent even when it is ordinary course. That group covers material deals that give a third party exclusivity or most favored nation terms, deals with minimum use or supply commitments binding on Instacart, and deals that hand data to an outside AI provider which can use it to train models for others. PPC Land read the filing the same way: new exclusivity, most favored nation and certain AI data arrangements now need DoorDash’s sign off.
The agreement also says DoorDash gets no right to “control or direct” Instacart’s operations before closing. So your Instacart rep is still a competitor’s rep, still motivated to win your 2027 budget. But the unusual concessions a hungry seller sometimes trades for a bigger commitment are exactly the ones that now need a second signature from the company that will own the business.
Which asks just got harder
Think about what big advertisers usually push for when they consolidate spend with one retail media seller. Category exclusivity on a placement. A most favored rate clause, so nobody in the category buys cheaper. A guaranteed delivery floor. A clean room or data feed with terms the seller has never offered before. For a top ten advertiser, almost any rewrite of the master agreement.
None of these are banned. Many will still get done, because ordinary course is a broad phrase and consent cannot be unreasonably withheld. But each one now carries more process, more lawyers and a longer timeline, sitting right in the middle of planning season. If your 2027 plan assumes a special term from Instacart, ask this week whether it needs the buyer’s consent and how long that takes. Do not find out in January.
What stays easy is the ordinary stuff: standard rate cards, self serve campaigns, test budgets, renewals on terms that look like last year. That points toward a sensible shape for 2027. Keep Instacart commitments close to what you already run, push for better measurement rather than exotic terms, and avoid locking anything long dated on the assumption that today’s terms survive the change of owner.
The leverage you have has an expiry date
Right now the two sellers compete for the same CPG dollars, and that competition is your pricing power. Kiri Masters, who has written about Instacart for brand marketers for years, put it plainly: “Today, if prices climb on one platform, there’s somewhere else to move the budget. After a merger, the somewhere else is the same company.”
She also argues the deal is good for the wider ecosystem, because a combined player would finally be a serious third option against Amazon and Walmart, and because the two apps mostly serve different trips. The weekly Costco shop and the late night ice cream run are not the same occasion. Both things can be true. The combined seller can be a healthier counterweight to the two giants and also a tougher negotiating partner for a brand that used one app to discipline the other.
So use the window you still have. The terms most likely to survive a change of ownership are not discounts. They are reporting fields, data access, measurement methods and notice periods. Negotiate for those while two separate sales teams still want your money.
Your independent grocers may share a back end
There is a second, quieter dependency. Many brands treat regional grocer retail media networks as diversification away from the big marketplaces. Check what those networks run on. Instacart sells its ad technology to retailers under the Carrot Ads name, and its product page pitches retailers on demand from “9,000+ CPG brands.” Masters puts the partner count above 310, with Gopuff signing in September. DoorDash, for its part, bought Symbiosys in 2025, which runs offsite search, social and display campaigns for retailers’ media networks. Marketers & Money quotes a DoorDash advertising executive describing that business as infrastructure for retailers “to build their own retail media networks using the technology we build and acquire.”
Put those together and one company could eventually sit behind both marketplace apps, a large share of regional grocer onsite ads and a chunk of the offsite campaigns those grocers sell. Your plan may show eight retail media partners. The plumbing could come down to fewer.
That is not automatically bad. One stack can mean consistent reporting, fewer self serve tools to learn and less wasted effort for small teams. But it changes how you should think about concentration risk, and it gives the grocers themselves something to think about. Masters notes that some retailers comfortable handing their ad stack and shopper data to Instacart may think twice about handing it to the company that also runs DashMart. If a grocer partner switches ad tech during the review, your campaigns, audiences and history move with it.
Measure each one before the reports merge
Once two networks combine, the pitch you will hear is cross category reach: the Instacart shopper who also orders dinner on DoorDash, reachable through one buy. That pitch may be correct. You will only know if you have clean, separate baselines before the reporting starts blending.
The people selling these ads say the same thing about the industry’s data gap. Catalina Salazar, who runs advertising for DoorDash’s Wolt and Deliveroo in Europe, told Marketers & Money: “If you have two hundred retail media networks and even half of them aren’t offering this data, then the belief in the whole industry is going to be wrong.” She was talking about cohort and retention data, the kind that shows whether a new buyer comes back. She also estimated that perhaps 60% of the ad money her team sees is still trade spend.
That is your opening. Ask both sellers, separately, for incrementality tests and new to brand cohort reporting now, written into 2027 terms. A holdout test run in the first quarter on each platform gives you a number that belongs to you, not to a merged dashboard that arrives later with a new attribution model.
Do not plan as if the deal closes
The agreement itself prices in a long fight. DoorDash owes Instacart a $1.25 billion fee if the deal dies on antitrust grounds, and Instacart owes DoorDash $650 million in certain other termination cases, according to the companies’ SEC summary of the agreement. Regulators are already looking at both companies for other reasons. On October 28 the FTC ordered nine companies, including DoorDash and Instacart, to explain how they use personal data to set individual prices and gig worker pay, The Record reported, with 45 days to respond.
So hold two scenarios. In one, the deal closes in 2028 and you face a single seller with real scale and real leverage. In the other, it collapses, and you face two companies that just spent a year or more planning for each other instead of for you. Either way, 2027 belongs to two separate businesses with separate sales teams, and your plan should treat them that way.
What to do this week
Pull every live and draft grocery retail media agreement. Flag terms that end or renew after 2027, plus any exclusivity, most favored rate, minimum delivery or data clauses you planned to ask Instacart for.
Ask your Instacart rep one direct question in writing. Does anything in our 2027 proposal need DoorDash’s consent under the merger agreement, and what is the timeline if it does?
Add change of control language to any new commitment that runs past 2027: notice, a right to exit or renegotiate, and continued access to historical campaign data.
Map the back end of every grocer network you buy. Note which run on Instacart’s Carrot Ads or DoorDash’s Symbiosys, and write the real concentration number into the plan.
Book separate first quarter incrementality tests on Instacart and DoorDash, with new to brand and repeat purchase reporting agreed in advance, so you own a baseline before any merged dashboard shows up.
Keep the budget split honest. Fund each platform on its own results in 2027, not on a merger story. If the combined seller turns out to be the scaled alternative it promises, your numbers will show it. If it does not, you will still have somewhere else to go.
