DoorDash, Inc. filed a Form 8-K on August 11, 2026, disclosing that certain stockholders holding a majority of voting power approved the company's reincorporation from Delaware to Nevada by written consent on August 6, 2026.

Key Highlights

  • Written consent obtained: Consenting Stockholders holding approximately 54.2% of the voting power of outstanding capital stock approved the Nevada Reincorporation on August 6, 2026.
  • Share counts disclosed: The Consenting Stockholders held 25,884 shares of Class A common stock and 24,215,044 shares of Class B common stock as of the close of business on August 6, 2026.
  • Key consenting parties: The Consenting Stockholders include co-founders Tony Xu, Andy Fang, and Stanley Tang, along with associated trusts and entities.
  • Schedule 14C required: The company will file an information statement on Schedule 14C with the SEC and mail it to all holders of record as of August 6, 2026.
  • Timing restriction: The Nevada Reincorporation may not be effectuated earlier than 20 calendar days after the Schedule 14C mailing commences, per Rule 14c-2.

DoorDash Moves to Reincorporate in Nevada Following Stockholder Consent

According to the filing, stockholders of DoorDash, Inc. (NASDAQ:DASH) acting as "Consenting Stockholders" adopted resolutions by written consent in lieu of a stockholder meeting on August 6, 2026, approving the conversion of the company's state of incorporation from Delaware to Nevada. The company described this action as the "Nevada Reincorporation." The written consent was used in place of a formal stockholder vote at a meeting.

The filing identifies the Consenting Stockholders as Tony Xu and multiple associated trusts, Andy Fang and multiple associated trusts and entities (including The AF Living Trust UTA dated 9/4/19 and the AF 2025 GRAT), Stanley Tang and The ST Trust under agreement dated October 2, 2019, Happy Ally Limited, and Treasure Insight Limited. Together, according to the filing, these parties held 25,884 shares of Class A common stock and 24,215,044 shares of Class B common stock, representing approximately 54.2% of voting power of the company's outstanding capital stock entitled to vote as of the close of business on August 6, 2026.

The company disclosed that it will file a Schedule 14C information statement with the SEC and mail it to all holders of record of the company's voting capital stock as of August 6, 2026. The proposed plan of conversion, Nevada articles of incorporation, and Nevada bylaws will be filed as appendices to the Schedule 14C. In accordance with Rule 14c-2, the company stated it plans to effectuate the reincorporation no earlier than 20 calendar days after the Schedule 14C mailing commences. The 8-K was signed by Tia Sherringham, General Counsel and Secretary, on August 11, 2026.

What Was Disclosed

DoorDash reported that a group of stockholders representing approximately 54.2% of voting power approved its reincorporation from Delaware to Nevada by written consent on August 6, 2026. The company must distribute a Schedule 14C information statement before the reincorporation can be completed.