DoorDash, Inc.DASH
DoorDash, Inc. Commitments Disclosure
Commitments and Contingencies
Legal Proceedings
From time to time, the Company is a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of ongoing matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable, requiring recognition of a loss accrual, or whether the potential loss is reasonably possible, requiring potential disclosure. Legal fees are expensed as incurred.
The Company is currently the subject of regulatory and administrative investigations, audits, demands, and inquiries conducted by federal, state, or local governmental agencies concerning the Company’s business practices, the classification and compensation of Dashers, the DoorDash Dasher pay models, compliance with consumer protection laws, privacy, cybersecurity, tax issues, unemployment insurance, workers' compensation insurance, and other matters. For example, the Company is currently under audit by the Employment Development Department, State of California (the “CA EDD”) for payroll tax liabilities. In January 2023, the CA EDD issued an assessment for certain amounts that it found to be owed by the Company on behalf of Dashers due to their being classified as independent contractors. The Company believes that Dashers are, and have been, properly classified as independent contractors. Accordingly, the Company believes that it has meritorious defenses and intends to vigorously appeal such adverse assessment. However, the ultimate resolution of the audit is uncertain and, accordingly, the Company has recorded an accrual for this matter within accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2025. The results of investigations, audits, demands, and inquiries and related governmental action are inherently unpredictable and, as such, there is always the risk of an investigation, audit, demand, or inquiry having a material impact on the Company's business, financial condition, and results of operations.
In June 2020, the San Francisco District Attorney filed an action in the Superior Court of California, County of San Francisco, alleging that the Company misclassified California Dashers as independent contractors as opposed to employees in violation of the California Labor Code and the California Unfair Competition Law, among other allegations. This action was resolved in September 2025 for $2 million and no injunctive relief.
Indemnification
The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company agrees to indemnify, hold harmless, and reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third party with respect to the Company's technology. The terms of these indemnification agreements are generally perpetual any time after the execution of the agreement.
In addition, the Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers of the Company, other than liabilities arising from willful misconduct of the individual.
The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications was recorded as of December 31, 2024 and 2025.
Non-cancelable Purchase Commitments
The Company has non-cancelable purchase commitments, which primarily relate to the purchase of technology platform infrastructure. These purchase commitments are not recorded as liabilities on the consolidated balance sheet as of December 31, 2025 as the Company has not yet received the related services. As of December 31, 2025, the future minimum payments under the Company’s non-cancelable purchase commitments were as follows (in millions):
Year Ending December 31, | Amount | |||||||
| 2026 | $ | 1,049 | ||||||
| 2027 | 1,090 | |||||||
| 2028 | 1,020 | |||||||
| 2029 | 1,054 | |||||||
| 2030 | 1,087 | |||||||
| Total future minimum payments | $ | 5,300 | ||||||
Insurance Collateral
The Company is required to maintain $607 million in collateral in connection with certain insurance policies, which can be held in a combination of cash, surety bonds, and letters of credit. As of December 31, 2025, the Company had $607 million of collateral outstanding in the form of surety bonds and letters of credit in connection with the insurance collateral requirement.
Revolving Credit Facility and Letters of Credit
In November 2019, the Company entered into a revolving credit and guaranty agreement, which, as most recently amended and restated on April 26, 2024, provides for an unsecured revolving credit facility of up to $800 million, with a letter of credit sublimit of $600 million, maturing on April 26, 2029. Loans under the revolving credit facility bear interest at the Company’s option, at (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted term Secured Overnight Financing Rate ("SOFR") rate for a one-month interest period plus 1.00%, or (ii) an adjusted SOFR rate (based on an interest period of one, three, or six months) plus a margin equal to 1.00%. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee of 0.10%. The Company's obligations under the revolving credit facility are guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the credit agreement. The credit agreement contains customary affirmative covenants and customary negative covenants that restrict the Company's ability and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, declare cash dividends or make certain other distributions, repurchase stock, merge or consolidate with other companies or sell substantially all of the assets of the Company and its subsidiaries, taken as a whole, make investments and loans, and engage in certain transactions with affiliates. The Company must also maintain compliance with a maximum senior net leverage ratio, measured quarterly, determined in accordance with the terms of the credit agreement.
As of December 31, 2024 and 2025, the Company was in compliance with the covenants under the credit agreement. As of December 31, 2024 and 2025, no revolving loans were outstanding under the credit facility.
In addition to the letters of credit maintained in connection with the insurance collateral requirement, the Company also maintains letters of credit established primarily for real estate leases and insurance policies. As of December 31, 2024 and 2025, the Company had $141 million and $106 million of issued letters of credit outstanding, respectively, of which $112 million and $61 million, respectively, were issued from the revolving credit and guaranty agreement.
Deliveroo Transaction
On May 6, 2025, the Company issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the "Code"), disclosing that the board of directors of the Company and the board of directors of Deliveroo, a company incorporated in England and Wales, had reached agreement on the terms of a recommended final cash offer by the Company for the entire issued and to be issued share capital of Deliveroo (the "Deliveroo Transaction"). Deliveroo has built one of the leading local commerce platforms across its key geographies, primarily in Europe and the Middle East, all complementary to the Company’s then-current footprint. The purchase price was 180 pence per Deliveroo share in cash, which equated to an equity value of approximately £2.8 billion. On October 2, 2025, the Company completed the Deliveroo Transaction. See Note 4 - “Acquisitions” for further information on the closing of the Deliveroo Transaction.
Escrow Agreement
In connection with the Deliveroo Transaction and prior to the Rule 2.7 Announcement, the Company, JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), and J.P. Morgan Securities plc entered into an Escrow Agreement (the “Escrow Agreement”). Pursuant to the Escrow Agreement, the Company periodically deposited cash denominated in U.S. dollars into escrow in order to fund the cash consideration payable in connection with the Deliveroo Transaction and to satisfy certain requirements pursuant to the Code to evidence certainty of funding for the Deliveroo Transaction (such requirements, the "Cash Confirmation Requirements"). In connection with the closing of the Deliveroo Transaction on October 2, 2025, the Company converted $3.8 billion of the cash held in escrow from U.S. dollars into Pounds Sterling (“GBP”) pursuant to the Deal-Contingent Forward (as defined in Note 16 - "Derivative").
Bridge Term Loan Credit and Guaranty Agreement
In connection with the Deliveroo Transaction, the Company entered into a Bridge Term Loan Credit and Guaranty Agreement (the “Bridge Credit Agreement”) with J.P. Morgan Chase Bank, N.A. on May 6, 2025 to provide the Company certain borrowings in an aggregate amount of up to $2.85 billion, consisting of (i) $1.50 billion of tranche A commitments (the "Tranche A Commitments") and (ii) $1.35 billion of tranche B commitments (the "Tranche B Commitments").
Pursuant to the terms of the Bridge Credit Agreement and effective as of June 10, 2025, the Tranche A Commitments were automatically reduced in full and terminated. On July 15, 2025, the Company voluntarily reduced in full and terminated the Tranche B Commitments under the Bridge Credit Agreement. After giving effect to such reductions, no
commitments remained outstanding under the Bridge Credit Agreement and the Bridge Credit Agreement was terminated in accordance with its terms.
Sales and Indirect Tax Matters
The Company records sales and indirect tax liabilities as they become probable and the amount can be reasonably estimated. These reserves are included in accrued expenses and other current liabilities on the consolidated balance sheets. The Company is under audit by various state, local, and foreign tax authorities with regard to sales and indirect tax matters. The timing of the resolution of indirect tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the tax authorities may differ from the amounts accrued.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 5, 2021 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.