Instacart today reported advertising and other revenue of $331 million for the third quarter of 2026, up 23% from a year earlier and faster than its orders, its transaction revenue or the value of goods sold on its platform. Total revenue rose 17% to $1,095 million and GAAP net income edged up 2% to $147 million. The results arrived alongside the company's agreement to be acquired by DoorDash, and Instacart has cancelled its November 5 earnings call, suspended its financial guidance and withdrawn its long-term targets.

In Short

Instacart, the grocery delivery app, earned $331 million between July and September 2026 from brands paying to put their products in front of shoppers, almost a quarter more than a year before. Advertising now brings in about 30 cents of every dollar Instacart makes, which makes the ad business a large part of what DoorDash has agreed to buy. Until the sale closes, possibly not before 2028, Instacart has stopped publishing forecasts and has agreed to limits on how it runs the company, including some kinds of new deals with advertisers that now need DoorDash's approval.

Advertising outgrows the marketplace

Instacart reports two lines of revenue. Transaction revenue, the larger of the two, came to $764 million in the quarter ended September 30, up 14%. Advertising and other revenue reached $331 million, up 23%. According to Instacart, the first equalled 7.3% of gross transaction value and the second 3.1%.

The release does not give the year-earlier figures for each line, only the growth rates. Working back from them, PPC Land calculates that advertising and other revenue was about $269 million in the third quarter of 2025 and transaction revenue about $670 million. Those two numbers add up to the $939 million of total revenue Instacart reported for that quarter, which suggests the reconstruction is sound.

On that basis, advertising and other revenue rose from 28.6% of Instacart's total revenue a year ago to 30.2% now. Of the $156 million in additional revenue the company booked compared with the third quarter of 2025, about $62 million, or roughly 40%, came from the advertising line. Those are PPC Land's calculations.

The same arithmetic explains a shift in how much Instacart keeps from every dollar spent through it. Total revenue was 10.4% of gross transaction value in the quarter, up from about 10.2% a year earlier. Transaction revenue as a share of that value barely moved, slipping from about 7.31% to 7.26%, so the whole of the increase came from advertising, which rose from about 2.9% of gross transaction value to 3.1%. Put differently, by PPC Land's count, advertising and other revenue per order climbed from about $3.23 to $3.62, a rise of 12%, while the number of orders grew 10%.

Chris Rogers, Instacart's chief executive, singled out the ad line in his statement. "Q3 was our best quarter as a public company, with GTV up 15% year-over-year and advertising and other revenue up 23% year-over-year. Our fundamentals keep getting stronger, with solid consumer demand, deepening customer engagement, and expanding profitability," Rogers said. "Online grocery is still an underpenetrated category, and we're in the early stages of realizing what our purpose-built grocery technology can do to transform it. That's why we're building the operating system for grocery: one integrated platform that powers ecommerce, fulfillment, in-store, retail media, and AI Solutions. We're excited about what's ahead, working closely with our partners to strengthen and grow their businesses and shape the future of the grocery industry."

What the line contains

How much of the $331 million is advertising, and how much is "other"? The release does not say. Nor does it split the total between ads shown inside the Instacart app and the advertising technology Instacart supplies to grocers for their own websites, or between on-platform placements and offsite campaigns. The merger agreement Instacart published today offers one clue to the composition: it refers to "advertising or brand partnership revenue received by the Company or any Company Subsidiary through Instacart Ads or otherwise," which indicates that brand partnerships sit alongside conventional ad sales.

According to Instacart, it partners with more than 2,200 retail banners representing nearly 100,000 stores, and operates through the Instacart Marketplace, the Instacart Enterprise platform and what it calls the Instacart Ads ecosystem. In April 2026, an IAB paper co-written by an Instacart measurement scientist noted that the company also powers more than 310 grocery ecommerce sites, the white-label side of the business through which grocers run their own shops and retail media networks.

A longer view

The last quarterly advertising figure PPC Land reported for Instacart was for the fourth quarter of 2023, when the company posted ad revenue of $243 million, up 7%, on gross transaction value of $7.89 billion and 70.1 million orders. The third-quarter 2026 figure is 36% higher, eleven quarters later, by PPC Land's arithmetic. The comparison spans different seasons of the year and should be read with that in mind. The growth rate is the starker change: 7% then, 23% now.

Several pieces of the ad business were put in place over that period. In March 2024, Instacart received Media Rating Council accreditation for impression, click and viewability measurement across its Sponsored Product, Display, Shoppable Display and Shoppable Video formats. And on July 16, 2026, Google's AI Mode in Search began sending grocery requests to Instacart, with AI Mode assembling the cart and the purchase completed in Instacart's app or website.

Orders, baskets and gross transaction value

Orders rose 10% to 91.4 million from 83.4 million. Gross transaction value, Instacart's measure of everything that passes through its systems, grew faster, by 15% to $10,528 million from $9,170 million.

The difference is basket value. Dividing one figure by the other, PPC Land calculates gross transaction value per order at about $115.19, up from about $109.95, or 4.8%. That number is not a pure measure of grocery prices or basket size. Instacart defines gross transaction value as the value of products sold "including applicable taxes, deposits and other local fees, customer tips, which go directly to shoppers, customer fees, which include flat subscription fees related to Instacart+ that are charged monthly or annually, and other fees." Orders include those completed through services that are part of the Instacart Enterprise platform, not only those placed on the Instacart Marketplace.

Margins narrow beneath the headline

Gross profit rose 14% to $786 million, slower than revenue. Gross margin fell to 72% of revenue from 74%, while gross profit as a share of gross transaction value held at 7.5%.

The pressure came from the cost of revenue, which rose 25% to $309 million from $247 million. Part of that was depreciation and amortisation, which accounted for $29 million of cost of revenue against $20 million a year earlier. Excluding depreciation and stock-based compensation, adjusted cost of revenue rose to $278 million from $225 million, or 2.6% of gross transaction value against 2.5%. The release does not explain what drove the increase.

Operating expenses rose 17% to $612 million:

  • Sales and marketing: $242 million, up from $206 million
  • Research and development: $194 million, up from $169 million
  • General and administrative: $106 million, up from $87 million
  • Operations and support: $70 million, up from $62 million

Income from operations rose 5% to $174 million. Below that line, interest income fell to $6 million from $16 million. Income before taxes was almost flat at $182 million, against $181 million, and after a $34 million tax charge Instacart reported net income of $147 million, up 2%. Net income fell to 13% of revenue from 15%.

Adjusted EBITDA tells a different story, rising 23% to $342 million, a margin of 31% of revenue and 3.2% of gross transaction value. The gap between the two measures is mostly stock-based compensation, which Instacart excludes from adjusted EBITDA. It rose 46% to $120 million from $82 million, equal to about 11% of revenue against 8.7% a year earlier, by PPC Land's calculation. Depreciation and amortisation rose to $35 million from $25 million.

On a per-share basis the picture improves again. Diluted earnings per share rose to $0.60 from $0.51, an increase of about 18%, because the diluted share count used in the calculation fell to 247.6 million from 283.2 million, a drop of 12.6%.

The adjustments include $4 million of what Instacart calls "certain legal and regulatory reserve changes and settlements" in the quarter, and a further $4 million for reserves for sales and other indirect taxes. The quarterly reconciliation shows how uneven the legal line has been: $78 million in the fourth quarter of 2025, a $13 million credit in the second quarter of 2026. The fourth-quarter 2025 figure covers the period in which Instacart agreed to a $60 million settlement with the Federal Trade Commission over allegations about its fees, refunds and Instacart+ sign-ups, which it denied; the release does not itemise the charge. According to Instacart, the adjusted items include matters "related to worker classification and policy matters, as well as non-recurring intellectual property matters and legal and regulatory settlements."

Nine months

For the first nine months of 2026, revenue rose 15% to $3,157 million and net income 10% to $403 million. Income from operations grew faster, by 24% to $499 million, as general and administrative costs fell to $291 million from $319 million. Interest income for the period dropped to $18 million from $45 million.

Cash, buybacks and a shrinking balance

Operating cash flow rose 13% to $324 million, and free cash flow, after $17 million of spending on property, equipment and capitalised software, rose 13% to $307 million. Over the four quarters to September 30, Instacart generated about $1.21 billion of free cash flow, by PPC Land's addition of the quarterly figures in the reconciliation ($171 million, $253 million, $480 million and $307 million).

Much of that cash has gone back to shareholders. Instacart said it repurchased $230 million of shares in the quarter; its cash flow statement records $238 million paid for repurchases of common stock, and the release does not reconcile the two figures. Over nine months, repurchases reached $921 million, against $272 million in the same period of 2025.

Instacart ended the quarter with what it describes as $1 billion in cash and similar assets. The balance sheet breaks that down as $830 million of cash and cash equivalents, $97 million of short-term and $8 million of long-term marketable securities, and $93 million of restricted cash, which PPC Land totals at $1,028 million. At the end of September 2025, cash, cash equivalents and restricted cash stood at $1,833 million; a year later the comparable figure was $923 million. Interest income fell alongside the smaller balance.

The company also spent $29 million on acquisitions of businesses in the quarter, $58 million over nine months, and goodwill rose to $428 million from $393 million at the end of 2025. The release does not name the businesses acquired.

No call, no guidance

The cancelled conference call had been scheduled for November 5. "In light of the announced agreement to be acquired by DoorDash, Instacart has cancelled its earnings conference call previously scheduled for November 5, 2026," the company said. "In addition, as is customary during the pendency of such a transaction, Instacart is suspending its financial guidance and has withdrawn previously issued long-term guidance."

The release does not restate the targets that have been withdrawn. For advertisers and investors, that removes the company's own forward view for the rest of 2026 and beyond, and leaves the quarterly results as the main disclosure until DoorDash files its registration statement, which will include Instacart's proxy statement.

What the sale means for Instacart until closing

The headline terms of the deal - $65.00 a share, an equity value of approximately $17 billion, at least 75% in cash, and an expected closing at the end of 2027 or in the first half of 2028 - were set out in the joint announcement. The merger agreement, which Instacart published today with a summary, was signed on October 28, 2026, 22 days after the two companies signed a confidentiality letter on October 6. A clean team agreement, which limits competitively sensitive information to a restricted group, followed on October 23.

The stockholders that have agreed to vote in favour are D1 Capital Partners L.P. and Sequoia Capital Operations, LLC, according to Instacart; the joint announcement put the holdings of the supporting stockholders at about 19% of Instacart's shares. Their voting agreements lapse if the merger agreement is terminated or amended without their consent to cut the consideration or change its form or mix. At the close of business on October 23, Instacart had 236,498,351 shares outstanding, plus 16,862,986 shares under restricted stock units, 125,468 under performance stock units and 5,734,680 under options. At $65.00, the outstanding shares are worth about $15.4 billion, and about $16.5 billion with the stock units included, by PPC Land's arithmetic; the options pay out only the difference between $65.00 and their exercise prices.

The rest of the structure is brief to state. Instacart would owe DoorDash $650 million if it accepted a superior proposal or its board changed its recommendation, and DoorDash would owe Instacart $1.25 billion if antitrust approvals fail. The outside date of October 28, 2027 can extend automatically to October 28, 2028 if only antitrust conditions remain open. The cap on what DoorDash must give up to win clearance is measured against grocery delivery and DoorDash's white-label Drive and Storefront services, and the definitions involved do not mention advertising.

Ad contracts under covenant

Instacart's advertising relationships get provisions of their own. Instacart lists its "top ten advertisers (including brand partners)" for the twelve months to June 30, 2026, in a confidential schedule, and represents that none of them has given written notice since January 1, 2026 of an intention to end or not renew its agreement, other than cases that would not amount to a material adverse effect. Material contracts "with a third party that facilitates or directs advertising demand to 'Instacart Ads' on behalf of advertisers or agencies" form their own category of disclosed contract, alongside the top advertiser and top retailer agreements and every contract that brought in more than $100 million of revenue in 2025.

Those lists matter for what follows. Until closing, Instacart may terminate, materially amend or enter into such contracts without DoorDash's written consent only "in the ordinary course of business consistent with past practice," and DoorDash may not unreasonably withhold that consent. New contracts with exclusivity, most-favoured-nation or non-compete terms, outbound licences of intellectual property, binding minimum-use commitments, or arrangements that give a third-party AI provider "data access via API or machine-callable interface" to answer user queries about Instacart, where the provider may train on Instacart's confidential or personal data for others, need DoorDash's consent even in the ordinary course. Instacart must also use reasonable best efforts to preserve its relationships with "merchants, Grocers, customers, suppliers, vendors, resellers, advertisers, licensors, licensees, Governmental Entities, employees, service providers, shoppers and others."

The agreement does not hand DoorDash the controls. It states that nothing in it gives DoorDash "the right to control or direct the Company's or the Company Subsidiaries' operations prior to the Effective Time." And in defining a material adverse effect on Instacart, which bears on whether DoorDash could refuse to close, it excludes the loss of customers, suppliers or other business partners resulting from the announcement or pendency of the deal. Advertisers that pull back because of the merger would not, on their own, give DoorDash a way out.

Buybacks and other limits

Other covenants reach directly into the items that shaped Instacart's third quarter:

  • Buybacks: Instacart may not repurchase shares or pay dividends without DoorDash's consent, after spending $921 million on repurchases in the first nine months of 2026.
  • Acquisitions and investments: no acquisition above $100 million, and no other investment above $10 million in a single transaction or related series.
  • Capital spending: limited to the long-range plan Instacart shared with DoorDash, plus up to 10% of that year's planned amount.
  • Pay: merit and market raises for employees below the senior level may not exceed 4.5% of their combined base pay, and new retention bonuses are barred, apart from ordinary sales commissions.
  • Shoppers: Instacart may not reclassify Shoppers or other independent contractors as employees, or materially change how it contracts with them, except as the law requires or in the ordinary course without a material increase in cost.

The buyback restriction has the most immediate bearing on the numbers. The diluted share count fell 12.6% over the year as Instacart bought back stock, which is how earnings per share rose 18% on net income growth of 2%. Unless DoorDash consents to more, that route for returning cash to shareholders stays shut until the deal either completes or collapses.

Why this matters for the marketing community

Instacart's quarter shows a retail media business growing faster than the company around it. A 23% increase in advertising and other revenue sits a little below the latest rate at Amazon and well below Walmart's. Amazon's advertising revenue rose 26% to $19.8 billion in the second quarter of 2026, and Walmart Connect, Walmart's US ad business, grew 43% in the quarter to July 31. The scale is very different: by PPC Land's arithmetic, Amazon's quarterly ad revenue was roughly 60 times Instacart's, though the two figures cover different quarters.

What sets Instacart apart is the mix of roles. It sells ads inside its own marketplace, runs the systems behind other grocers' sites and ad networks, and is one of the services AI assistants plug into for grocery orders. Rogers's statement folds all of them into one "operating system for grocery," with "in-store" named alongside retail media. Buyers say they have room to grow there: in October, an IAB study found that 43% of US retail media buyers believe their organisations underuse in-store media. Instacart has also pushed the case for closed-loop measurement, in which the platform that shows an ad also records the sale, through the IAB paper an Instacart scientist co-wrote in April.

The merger agreement adds a practical layer for brands and agencies. Any annual retail media commitments brands agree with Instacart for 2027 would be negotiated while Instacart remains independent but bound by covenants that require DoorDash's consent for exclusivity, most-favoured-nation terms and certain AI data deals, and that confine changes to its largest advertiser and intermediary contracts to the ordinary course. Nothing in the results or the merger agreement says Instacart's ad products or rate cards will change before closing. They also do not say what happens afterwards: whether Instacart Ads and DoorDash's own ad business would be combined, who the top ten advertisers are, or what is in the commitments to grocers, merchants and consumers that DoorDash has set out in a confidential disclosure letter.

The regulatory test DoorDash agreed to is built around grocery delivery and white-label services, not advertising. Whether competition authorities in the United States, Canada and Israel look at the deal the same way is a question neither company addresses.

Timeline

Summary

Who: Instacart, the trading name of Maplebear Inc. (NASDAQ: CART), led by chief executive Chris Rogers; DoorDash, Inc. (NASDAQ: DASH), which has agreed to acquire it; and D1 Capital Partners and Sequoia Capital Operations, the Instacart stockholders that have agreed to vote for the deal.

What: Third-quarter 2026 results showing advertising and other revenue of $331 million, up 23%, transaction revenue of $764 million, up 14%, total revenue of $1,095 million, up 17%, gross transaction value of $10,528 million, up 15%, net income of $147 million, up 2%, and adjusted EBITDA of $342 million, up 23%. Instacart cancelled its earnings call, suspended guidance and withdrew long-term guidance. The merger agreement, signed on October 28, bars buybacks without DoorDash's consent and requires its consent for certain advertiser, exclusivity and AI data contracts until closing, with an outside date that can run to October 28, 2028.

When: Results and the merger agreement were published today, October 29, 2026, for the quarter ended September 30, 2026. The merger agreement was signed on October 28, 2026.

Where: Instacart is based in San Francisco and works with more than 2,200 retail banners and nearly 100,000 stores. The merger requires clearance in the United States, Canada and Israel.

Why: Advertising now accounts for about 30% of Instacart's revenue and supplied about 40% of its revenue growth in the quarter, making it a central part of what DoorDash is buying. For brands and agencies, the agreement shapes how Instacart can negotiate advertising contracts during a pending period that may last into 2028, while leaving open how the two companies' ad businesses would fit together afterwards.