IBTA 10-K & 10-Q changes, risk factors and insider trading

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information included in this Annual Report on Form 10-K, including the section titled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making an investment decision. The occurrence of any of the events or developments described below could materially adversely affect our business, financial condition, results of operations, and prospects. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and the market price of our Class A common stock.

•Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with existingclients publishers andor add new publishers to the Ibotta Performance Network (IPN), or if our publishers experience (as they have previously) downturns, store closures, or failures of their own businesses, or fail to adopt our additional offerings or fulfillment methods.clients.

•We may not be able to sustaingrow our revenue growth rate.revenue.

•We expect a number of factors to cause our results of operations to fluctuate on a quarterly and annual basis, which has made, and may makein the future make, it difficult to predict our future performance.

•If we fail to effectively manage ourany future growth, our business, financial condition, results of operations, and prospects could be materially adversely affected.

•If our security measures or information we collect and maintain are compromised or publicly exposed, clients, publishers, CPG brands, retailers, and consumers may curtail or stop using our platform, and we could be subject to claims, penalties, and fines.

•We have adopted a Shareshare Repurchaserepurchase Programprogram to purchase up to an aggregate of $100$300 million of the Company’s Class A common stock (Share Repurchase Program); however, any future decisions to reduce or discontinue repurchasing our Class A common stock pursuant to the Share Repurchase Program could cause the market price of our Class A common stock to decline.

We have a history of net losses, and we may not be profitable. For example, we incurred a net loss of $54.9 million for the year ended December 31, 2022, and as of December 31, 2024,2025, we had an accumulated deficit of $140.4$136.9 million. We expect our costs will increase over time as we expect to invest significant additional funds towards growing our business and operating as a public company. See the risk factor below titled, “Operating and growing our business may require additional capital, and if capital is not available to us, our business, financial condition, results of operations, and prospects may suffer.” We have expended and expect to continue to expend substantial financial and other resources on developing our platform, including expanding our solutions, developing or acquiring new platform features and solutions, and increasing our sales and marketing efforts. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our ability to maintain profitability is impacted by growth in our network and our ability to drive operational efficiencies in our business. Our efforts to maintain profitability may not succeed due to factors such as evolving consumer behavior trends in shopping, consumer engagement, and retention; our ability to maintain and expand our relationships with clients, publishers, CPG brands, retailers, and consumers; our ability to hire and retain highly skilled technology, sales, and other personnel; regulatory and economic uncertainty as well as unfavorable macroeconomic conditions (such as inflationary pressures); our ability to effectively scale our operations; and the continuing evolution of the industry. Many of these factors are beyond our control.

•increase the engagement of consumers and investment levels of clients, publishers, CPG brands, and retailers;

•negotiate favorable revenue sharingrevenue-sharing terms or financial guarantees with publishers;

•drive adoption of Ibotta through marketing and incentives and increase awareness through brand campaigns; and

These investments may contribute to net losses in the near term. We may discover that these initiatives are more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these expenses or realize the benefits we anticipate. Certain initiatives will also require incremental investments or recurring expenses and may not be accretive to revenue growth, margin, or profitability for a longer time period, if at all. Many of our efforts to increase revenue and manage operating costs are new and unproven given the unique and evolving complexities of our business and the evolving nature of the industry. In addition, we have made, and in the future may makemake, concessions to clients, publishers, CPG brands, and retailers that are designed to maximize profitability in the long term but may decrease profitability in the short term. As a result, the impact of concessions on our financial results may continue into future periods or have greater impacts than we anticipate. We mayhave also incurincurred, and may in the future incur, higher operating expenses as we implement strategic initiatives, including in response to external pressures such as competition, retailer consolidation, and evolving consumer behavior trends in shopping. For example, we expect that sales operating expenses will increase for the foreseeable future, primarily stemming from increased headcount. Additionally, we may not realize, or there may be limits to, the efficiencies we expect to achieve through our efforts to scale the business,business and reduce friction in the direct-to-consumer (D2C) shopping experience, client support, and consumer acquisition and onboarding costs. Our efforts to encourage the growth of loyalty programs on publishers’ apps and websites may causecause, and have previously caused, fewer consumers to use our D2C properties,properties. leadingThis may, in the future, lead to a loss of revenue and adversely affectingaffect our financial position. We also expect to continue to face greater compliance costs associated with the increased scope of our business and being a public company.

We have encountered, and may encounterin the future encounter, unforeseen operating expenses, difficulties, complications, delays, and other factors, including as we expand our business, execute on strategic initiatives, and navigate macroeconomic uncertainty, which may result in losses or a failure to generate profitable growth in future periods.

As such, due to these factors and others described in the “Risk Factors” section, including the risk factor titled, “We may not be able to sustaingrow our revenue growth rate,revenue,” we may not be able to maintain profitability or generate profitable growth in the future. If we are unable to maintain profitability, the value of our business and the trading price of our Class A common stock could be materially adversely affected.

Both our redeemers and their level of redemptions are critical to our success. During the year ended December 31, 2024,2025, total redeemers were approximately 14.718.2 million. For clarity, if one consumer were to redeem on more than one publisher, they would be counted as a redeemer on each publisher. We have in the past experienced fluctuations and declines in the pace of growth of redeemers and could in the future be unable to grow or increase the engagement of our redeemers, and as a result our business, financial condition, results of operations, and prospects could be materially adversely affected. In 2024,2025, for example, we did not secure enough offer supply from CPG brandsclients relative to the growth of redeemers across our network. As a result, our redemptions and redemptions per redeemer were lower than anticipated. If we are unable to maintain and expand the use by consumers of digital promotions in our networknetwork, or if we do not do so to a greater extent than our competitors, clients, publishers, CPG brands, and retailers may find that offering digital promotions on our network does not reach consumers with the scale and effectiveness that is compelling to them.

•our clients, publishers, CPG brands, and retailers reduce, suspend, or terminate their relationship with us;

•our clients, publishers, CPG brands, and retailers do not devote sufficient time, resources, or funds to the promotion of our network and marketing of our digital promotions;

•CPG brandsClients reduce their investment in offers and offer inventory suffers, which could occur for a variety of reasons, including reduced marketing budgetsbudgets, regulatory and economic uncertainty, or supply chain disruptions, which have occurred from time to time with our CPG brandsclients;

•we are unable to provide a broad range of valuable offers, which may depend on, among other factors, the productivity of our sales force,force CPG(which brandhas been and may continue to be adversely affected by reorganizations in our sales organization), client marketing budgets and supply chain constraints, the perceived effectiveness of our platform and our competitors' platforms, and the macroeconomic environment;

•we undertake initiatives designed to attract and retain consumers, including the use of new technologies such as AIML,AI/ML, that are unsuccessful or discontinued;

•we fail to provide adequate customer service to our clients, publishers, CPG brands, retailers, and consumers; and

•we are unable to keep up with the growth of the IPN, which could exhaust CPG brandclient offers too quickly, diminish the number of available offers, and reduce value for consumers.

Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with CPG brandsclients or add new CPG brands.clients.

The success and scale of our network depend on our strategic relationships with CPGour brands.clients. If we are not able tocannot attract consumers, including through publishers’ white-label loyalty programs, CPG brandsclients may not be willing to use our network for digital promotions. If we do not renew, maintain, and expand theseour relationships with clients or add new CPG brands,clients, we may not be able to grow our redemptions and our business, financial condition, results of operations, and prospects could be materially adversely affected.

If our CPG brandsclients terminate or reduce their relationships with us, or suspend, limit, or cease their operations or otherwise,operations, our business, financial condition, results of operations, and prospects could be materially adversely affected. From time to time, our CPG brandsclients have reduced their investments with us. Also, since our contracts with CPG brandsclients are generally less than one year long, thereclients is a risk that CPG brands willhave not renewrenewed, and could in the future not renew, their contracts with us, which could also materially adversely affect our business, financial condition, results of operations, and prospects.

If our CPG brandsclients choose to materially alter the breadth, depth, or parameters of the offers they provide to us for distribution throughout our network, this could cause unforeseen reductions in the number of redemptions.

Further, our revenue has fluctuated, and may fluctuatein the future fluctuate, due to changes in marketing budgets of CPGclients, brands.including CPGin brandsresponse to macroeconomic uncertainty. Clients can change and have changed their spend without notice, which can result in our inability to anticipate or forecast such fluctuations. For example, budget pressures or unspent budgets at the end of a CPG brand’sclient’s fiscal year have, and may in the future, lead to unexpected reduced or increased spending on our network. CPG brandsClients and media agencies may also determine that other media tactics are more compelling and divert investment to such tactics, leading to fewer offers. Investment from CPG brandsclients may also fluctuate or cease because of certain macroeconomic factors, like supply chain constraints.constraints, Fortariffs, example,or inregulatory theand firsteconomic halfuncertainty, all of 2022,which ourhave D2Cpreviously redemptions per redeemer were negatively impacted due to supply chain constraints that made it difficult for our CPG brands to keep their product on shelves and led to decreased promotions on high frequency purchased products.occurred.

CPGOur brandscontract negotiation process with clients can be lengthy, which can contribute to variability in our revenue generation and makes our revenue difficult to forecast. In addition, we are in the process of introducing a new contracting process and new fee structure for some of our clients, which could cause our clients to reduce, limit, or cease their relationships with us. It is difficult to predict our ability to develop or continue relationships with clients, and our revenue could be lower than expected, which could have a material adverse effect on our business, financial condition, results of operations, and prospects. Clients may also ask to modify their agreement terms in a cost-prohibitive or strategically detrimental manner when their agreements are up for renewal,manner, which could materially adversely affect our business, financial condition, results of operations, and prospects. CPG brandClient consolidation may also result in a decrease in or cessation of engagement with Ibotta or result in Ibotta receiving less favorable contract terms with the consolidated entity. CPGClients brandshave experienced, and could alsoin experiencethe future experience, downturns or fail, including due to macroeconomic pressurespressures, and have ceased, or ceasingcould in the future cease, use of Ibotta altogether for many reasons. CPG brands have traditionally been slow to adopt new digital offer programs. As a result, we have at times experienced, and may continue to experience, slower adoption and implementation of our products and offerings by our current and potential CPG brands.clients. If we lack a sufficient variety and supply of CPG brandsclients or lack access to the most popular CPG brands,brands or other clients, our business, financial condition, results of operations, and prospects could be materially adversely affected.

We may not be able to sustaingrow our revenue growth rate.revenue.

Historically, the growth rate of our business, and as a result, our revenue growth, has varied from quarter to quarter and year to year, and we expect that variability to continue. For the year ended December 31, 2024,2025, our revenue was $367.3$342.4 million.million, which is down from the previous year. There can be no assurances that our revenue will grow at currentany ratesparticular rate, or at all, and you should not rely on the revenue of any prior quarterly or annual period as an indication of our future performance. Our revenue growth rate has, and may decline in futurethe periods.future, decline.

Our revenue has fluctuated, and may fluctuatein the future fluctuate, due to changes in the marketing budgets of existing and prospective clients, and the timing of their marketing spend.spend, and offer supply on our network, among other factors. Our growth also depends on our publishers’ efforts to promote their digital offers programs. Existing and prospective clients can change and have changed their spend without notice, which can result in our inability to anticipate or forecast such fluctuations.

Our business is complex and evolving. We are currently, and may continue to, offer new products and technologies, pricing, service models, and delivery methods to existing and prospective clients. These new capabilities may change the way we generate and/or recognize revenue, which could impact our operating results. In addition, if we shift a greater number of our arrangements with clients, publishers, CPG brands, and retailers to new pricing models and we are not able to deliver on the results, our revenue growth and revenue could be negatively affected.

We believe that our continued revenue growth will depend on our ability to, among other factors:

•increase and retain the number of clients, publishers, CPG brands, retailers, and consumers that participate in the IPN;

•increase our share of advertisersclient spend on promotions and media (collectively, marketing spend) through our network;

•provide clients, publishers, CPG brands, retailers, and consumers with high-quality support that meets their needs;

You should read theThe following discussion and analysis of our financial condition and results of operations togethershould be read in conjunction with our consolidated financial statements and related notes included in Item 8. Financial Statements and Supplementary Data to this Annual Report on Form 10-K. This discussion contains forward-looking statements, such as those relating to our plans, objectives, expectations, intentions, and beliefs, which involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled Special Note Regarding Forward-Looking Statements and Risk Factors included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

The following discusses our financial condition and the results of operations as of and for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of our financial condition and the results of operations as of and for the year ended December 31, 2024 compared to the year ended December 31, 2023. For a discussion of our financial condition and the results of operations as of and for the year ended December 31, 2023 compared to the year ended December 31, 2022,2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” withinin ourPart finalII, prospectusItem dated7 Aprilof 17,this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC pursuanton toFebruary Rule27, 424(b)(4)2025, (Prospectus)which underis theincorporated Securitiesherein Act.by reference.

Ibotta’s mission is to Make Every Purchase Rewarding. We accomplish this mission by delivering digital promotions to clientsconsumers through the Ibotta Performance Network (IPN). Through the IPN, weWe source digital promotions from our clients, which are primarily consumer packaged goods (CPG) brands, and distribute these promotions to consumers via our network of publishers, which is enabled by our technology platform. We have strategic relationships with Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar, a subsidiary of Dollar Tree,Stores, Inc. (Family Dollar), Maplebear, Inc. (Instacart), and DoorDash, Inc. (announced in January 2025 but not yet launchedDoorDash), among others, who are third-party publishers on the IPN and use our digital offerscontent to power their loyaltydigital offer programs on a white-label basis. We also host offers on Ibotta’s direct-to-consumer properties, which include the Ibotta-branded cash back mobile app, website, and browser extension (collectively, Ibottadirect-to-consumer D2C,(D2C), which is part of the IPN). Within Ibotta D2C, we also partner with affiliate networks to allowaccess offers from certain retailer advertisers so consumers tocan earn cash back on a percentage of their total basket spend at certainthose retailers.

As of December 31, 2024,2025, we hadworked with over 830900 clients, representing over 2,6003,100 CPG brands, to source exclusive digital offers. Most of our offers cover products in non-discretionary categories, such as grocery, but we continuealso tosource growoffers ourfor general merchandise categories, such as toys, clothing, beauty, electronics, pet, and home goods, and sporting goods.

On April 22, 2024, we closed our initial public offering (IPO), in which we issued and sold 2,500,000 shares of our Class A common stock at $88.00 per share (IPO price).share. We received net proceeds of $198.0 million after deducting underwriting discounts and commissions of $13.2 million and offering costs of approximately $8.8 million. Certain selling stockholders (Selling Stockholders) offered an additional 4,060,700 shares of our Class A common stock at the IPO price in a secondary offering, for which we received no proceeds. In connection with the secondary offering, on April 25, 2024, the underwriters for the IPO exercised their option to purchase an additional 984,105 shares of our Class A common stock from the Selling Stockholders at the IPO price less underwriting discounts and commissions, with all proceeds going to the Selling Stockholders.

Our business and results of operations are subject to global economic conditions. Our revenue depends on the ability of consumers to buy products that are featured on the IPN. Deteriorating macroeconomic conditions could lower promotional budgets and result in a decline in client spending, which could adversely affect the number of offer redemptions on our network. Management continues to actively monitor the impact of these macroeconomic factors on our financial condition, liquidity, operations, and workforce. For more information on risks associated with macroeconomic conditions, see the risk factor titled “Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously affected and could continue to adversely affect our business, financial condition, results of operations, and prospects.”

Ability to sourceadd offers.offer supply. Securing offers from our CPG clients is critical to the ongoing success of the IPN. We seek to grow the numberquantity and quality of offers on the IPN.IPN We also focus onby deepening eachoffer budgets and broadening offer budget which allows that offerparameters to remaininclude active longer before reaching its budget cap, as well as broadening each offer’s parameters by including as manymore qualifying products as possible and imposing as fewfewer restrictions on offer distribution as possible,distribution, consistent with the client’s marketing objectives the client has for any given campaign.objectives. These quantitative and qualitative dimensions of our offer inventory are highly correlated to our ability to attract and retain publishers and redeemers. As we add publishers, we reach a larger, more engaged audience, and as a result, we typically see higher redemptions. Increasing the number of offers on our platform is often the result of expanding budgets with existing clients and adding new clients or additional brands within an existing client’s portfolio. Winning more publishers presents more opportunities to increase our share of marketing budgets from more CPG brands. We may also expand our offer inventory by continuing to penetrate general merchandise categories such as toys, clothing, beauty, electronics, pet, home goods, and sporting goods.categories. We increase the numberquantity and quality of offers on the IPN through the efforts of our client-focused sales teams and business-to-business focused marketing.

Ability to grow redeemers.our audience. Our relevance and value to clients depends on our ability to reach a growing audience of consumers who have the potential to become redeemers. Growing our consumer base, whether on our third-party publisherspublisher or D2C properties, is dependentdepends on our ability to provide an attractive set of offers within our ecosystem and support seamless redemption experiences. Our ability to deliver offers at-scale will continue to depend on maintaining and growing usageredemptions of offers within ourat existing publishers and adding new publishers to the IPN. For example, we added Walmart as a retailer publisher in August 2022. More recently, we formed strategic partnerships with other major retailers, such as Dollar General, Family Dollar, Instacart, and DoorDash. We have been able to foster and develop multi-year relationships with our retailer publishers, such as Walmart, Dollar General, Family Dollar, Instacart, and weDoorDash. We intend to further grow our audience by growing redeemers onat existing third-party publisher properties,publishers, adding new third-party publishers in retail and grocery, and expanding into new categories of publishers.

Ability to enhance the IPN through innovation. We will continue to invest in technology to further develop and accelerate the growth of the IPN for CPG brands,clients, retailers, publishers, and consumers. We have invested and expect to continue to invest in expanding our technologies, tools, and offerings to capitalize on new and unproven business opportunities. For example, we are in the process of shifting the performance metric by which our clients can track their campaigns. We are also building a campaign manager product through which our clients can set up, measure, and optimize their campaigns with us, and we plan to use AI to recommend and optimize campaign configurations rather than having our sales team manually set parameters with our clients. These investments and initiatives may negatively impact our short-term financial results.

Seasonality. Our results of operations vary from quarter to quarter, largely due to the seasonal nature of our clients’ marketing spending. Our clients tend to devote a significant portion of their marketing budgets to the fourth quarter of the calendar year to coincide with consumer holiday spending and reduce their marketing budgets in the first quarter of the calendar year. At the same time, certain of our clients’ budgets may deplete over the course of the year. We have historically experienced heightened consumer activity during holidays, which resultsresulted in higher redemptions on a relative basis. We typically see high redemption volume in the second half of the year where a larger number of offers being redeemed have lower redemption revenue per redemption. WeAlthough believeduring the year ended December 31, 2025, we did not see the same seasonality we have historically seen, we expect seasonality may continue to impact our quarterly results going forward.

A redemption is a verified purchase of an item qualifying for an offer by a client on the IPN. The number of redemptions areis an indicator of the scale and consumer engagement of our business, as well as the value we bring to our clients and publishers. Generally, redemptions growchange as webudgets increase budgetsor decrease with existing clients and/or as we add newor lose CPG brands as clients. In addition, redemptions grow from adding publishers and redeemers, and/or increasing engagement from existing redeemers.

D2C redemptions are redemptions on any Ibotta D2C property. Third-party publisher redemptions are redemptions on all publishers excluding the Ibotta D2C properties, namely our retailer publishers.

Ibotta D2C redemptions

Redeemers are defined as consumers who have redeemed at least one digital offer within the quarter. If one consumer were to redeem on more than one publisher, they would be counted as a redeemer on each publisher. AnnualYear-to-date redeemers are calculated as the average redeemers of thecurrent lastyear fourquarter-to-date quarters.redeemers. Redeemers are an indicator of the scale and growth of our business, as the number of redeemers typically drives our revenue and is an indication of our ability to grow redemptions.

D2C redeemers are consumers who have redeemed at least one digital offer on any Ibotta property within the year.quarter. Third-party publisher redeemers are consumers who have redeemed at least one digital offer on any publisher property that is not an Ibotta property, namely our retailer publishers.

Ibotta D2C redeemers

In 20242025 and 2023,2024, third-party publisher redeemers were approximately 12.816.6 million and 6.212.8 million, respectively. These redeemers grow as we add third-party publishers and as these publishers ramp up consumers on their properties. This growth was driven primarily driven by the expansionlaunch of thenew Walmartpartners, program,namely which initially launched in the third quarter of 2022 to members of Walmart’s paid membership program, Walmart+,Instacart and expanded to all Walmart customers with a Walmart.com account in September 2023. In addition, Dollar General launched in the third quarter of 2023, Family Dollar launched in the second quarter of 2024,DoorDash, and Instacartgrowth launchedat incertain theexisting fourththird-party quarter of 2024.publishers.

Redemptions per redeemer are the redemptions divided by the redeemers in that period. This metric is useful as redemptions per redeemer is an indication of our redeemers’ level of engagement with our platform.platform and network. We aim to grow redemptions from our redeemers by expanding the breadth and depth of offers available and increasing engagement by continuing to improve the consumer experience. In general, redemptions per redeemer are driven by the quantity and quality of offer supply and the growth in offer supply relative to the growth ofin redeemers. For new redeemers, redemption frequency initially increases before stabilizing. Our D2C business caters to consumers who are focused on savings, irrespective of the retailer. Our third-party publisher business tends to reach consumers who may be more loyal to a specific retailer and are engaging with offers powered by Ibotta’s technology platform. Third-party publisher redeemers tend to have a lower redemption frequency as compared to D2C redeemers.

Ibotta D2C redemptions per redeemer

Redemption revenue per redemption is the redemption revenue divided by the number of redemptions.redemptions in that period. Redemption revenue per redemption is an indication of our fee, which is generally charged as a fixed dollar amount per redemption. In any period, our redemption revenue per redemption can fluctuate based on the product category mix of offers being redeemed and the impact of inflation on a product’s manufacturer’s suggested retail price (MSRP). CategoryProduct category mix can be impacted by factors such as seasonal promotions, including back-to-school items in the third quarter or holiday promotions on grocery and food items in the fourth quarter of each year. Our fee is generally charged as a fixed dollar amount per redemption based on the retail price of the specific item being promoted.

D2C redemption revenue per redemption represents redemption revenue generated from offers on any Ibotta property divided by the redemptions on any Ibotta property in that period. Third-party publisher redemption revenue per redemption represents redemption revenue generated from offers on all publishers other than those on Ibotta properties divided by redemptions on all publishers other than those on Ibotta properties. Refer to the Results of Operations section below for the disaggregation of revenue by Ibotta D2C and third-party publisher.

Ibotta D2C redemption revenue per redemption

In 20242025 and 2023,2024, third-party publisher redemption revenue per redemption was $0.79 and $0.72,$0.79, respectively. This change was driven primarily by offer mix.

To supplement our consolidated financial statements prepared and presented in accordance with U.S. generally accepted accounting policiesprinciples (GAAP), we use certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA margin.

Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. These non-GAAP measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, but are included solely for informational and comparative purposes. Non-GAAP financial measures are subject to limitations and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. In light of these limitations, management also reviews the specific items that are excluded from our non-GAAP measures, as well as trends in these items.

We define Adjusted EBITDA asis netearnings before interest income, net, provision for (benefit from) income (loss),taxes, adjusted to exclude interest (income) expense, net,and depreciation and amortization expense, and excludes stock-based compensation expense, change in fair value of derivative, loss on debt extinguishment, provisionrestructuring for (benefit from) income taxes,charges, and other expense, net. We define Adjusted EBITDA margin as Adjusted EBITDA as a percent of revenue.

Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measures of our performance for purposes of business decision-making, including managing expenditures and developing budgets.budgets, and evaluating strategic opportunities. Period-over-period comparisons of Adjusted EBITDA and Adjusted EBITDA margin help our management team identify additional trends in our financial results that may not be shown solely by comparisons of net income (loss) and net income (loss) as a percentage of revenue, respectively. In addition, we may use Adjusted EBITDA and Adjusted EBITDA margin in the incentive compensation programs applicable to some of our employees in order to evaluate our performance.

The following table provides a reconciliation of net income (loss) to Adjusted EBITDA and net income (loss) as a percentage of revenue to Adjusted EBITDA margin for each of the periods presented (in thousands, except percentages):

(2)Amounts include stock-based compensation expense, inclusive of common stock warrant expense within sales and marketing, as follows (in thousands):

(3)Other expense, net is comprised of losspenalties (gain)and gains and losses on disposal of assets and penalties.assets.

We provide a platform to CPG brandsclients to deliver digital promotions to consumers. The majority of our revenues are derived from the fees we charge to clients when consumers redeem offers on the IPN by purchasing promoted products. We also derive revenue from the sale of ad products to clients to promote their offers, as well as from the sale of data products.

We expect our redemption revenue to increase as a percentage of total revenue as we continue to grow the IPN and conversely ad and other revenue to continue to decrease as a percentage of total revenue.

Cost of revenue consists primarily of revenue share and related minimum commitments with certain third-party publishers, personnel-related costs attributable to personnel in certain of our engineering departmentdepartments who maintain our platform, data hosting costs, revenue share with third-party publishers, amortization of platform-related software development costs, certain user awardreward costs net of breakage, software licensing costs, and processing fees. Personnel-related costs include salaries, benefits, stock-based compensation, benefits, and bonuses. User awardReward costs net of breakage recorded in cost of revenue are associated with awardscash back earned from gift card purchases and sponsored user awardsrewards earned from watching an advertising video. Breakage represents the undistributed earnings of D2C consumers that is not expected to be cashed out due to inactivity. User awardReward costs also include user awardsrewards that are cashed out and subsequently identified as violating our terms of use.

We expect cost of revenue to increase as we continue to invest in our infrastructure andplatform, acquire new publisherspublishers, and clients.grow revenue.

Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, common stock warrant expense, self-funded user awards,rewards, net of the related breakage, media spend, business-to-business (B2B) marketing, common stock warrant expense, software licensing costs, market research, public relations, and publicprofessional relations.fees. Personnel-related costs include salaries, bonuses, stock-based compensation, bonuses, benefits, taxes, travel, and travel.restructuring charges. Self-funded user awardsrewards are awards related to campaigns and other incentive bonuses on our D2C properties that are funded directly by Ibotta as part of our customer acquisition and retention strategy.

We expect sales and marketing expenses to decreaseincrease as awe percentage of total revenue over time duecontinue to growthinvest in revenueour fromsales function, as well as B2B marketing and third-party publishers,measurement althoughstudies. theyHowever, these expenses may fluctuate as a percentage of total revenue from period to period.

Research and development expenses consist primarily of personnel-related costs for our technology departments, software licensing costs, professional fees, impairment of capitalized software development costs, and professionalmarket fees.research. Personnel-related costs include salaries, stock-based compensation, benefits, taxes, bonuses, restructuring charges, and travel. We capitalize certain software development costs that are attributable to developing new features and adding incremental functionality to our platform or infrastructure. Costs incurred during the preliminary project stage are recorded in research and development. Costs incurred during the post-implementation operation stage are expensed as incurredrecorded in research and development expenses.or cost of revenue, depending on the nature of the project. In addition, impairment of in-progress software projects for which completion is subsequently determined not to be probable is recorded in research and development expenses.

We expect research and development to increase as we focus on further improvements to, and maintenance of, our platform. However, we expect our research and development expenses to decreaseremain relatively flat as awe percentageanticipate ofincreased totalcapitalization revenuerelated overto time,software althoughdevelopment theyprojects. However, these expenses may fluctuate as a percentage of total revenue from period to period.

General and administrative expenses consist primarily of personnel-related costs for our administrative departments, software licensing costs, professional fees for external legal, accountingaccounting, and other consulting services, software licensing costs, facilities costs, corporate insurance, bad debt, andtaxes, taxeslicenses, and licenses.other fees, and company events. Personnel-related costs include stock-based compensation, salaries, benefits, bonuses, taxes, recruiting fees, travel, and travel.restructuring charges.

Interest income (expense),income, net consists of interest income earned on cash, cash equivalents, and restricted cash, net of interest expense incurred on debt instruments.

Other expense, net consists primarily of the loss incurred upon extinguishment of the convertible notes, gains and losses incurred on the convertible notes derivative liabilityliability, penalties, and disposalsgains and losses on the disposal of assets, and penalties.assets.

Benefit from (provisionProvision for) benefit from income taxes

We have a history of net losses, and we may not be profitable. For example, we incurred a net loss of $54.9 million for the year ended December 31, 2022, and as of MarchJune 31,30, 2026, we had an accumulated deficit of $147.2$148.4 million. We expect our costs will increase over time as we expect to invest additional funds towards growing our business and operating as a public company. See the risk factor titled, “Operating and growing our business may require additional capital, and if capital is not available to us, our business, financial condition, results of operations, and prospects may suffer.” We have expended and expect to continue to expend substantial financial and other resources on developing our platform, including expanding our solutions, developing or acquiring new platform features and solutions, and increasing our sales and marketing efforts. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Both our redeemers and their level of redemptions are critical to our success. During the threesix months ended MarchJune 31,30, 2026, total redeemers were approximately 20 million. For clarity, if one consumer were to redeem on more than one publisher, they would be counted as a redeemer on each publisher. We have experienced fluctuations and declines in the pace of growth of redeemers and could in the future be unable to grow or increase the engagement of our redeemers, and as a result our business, financial condition, results of operations, and prospects could be materially adversely affected. In 2025, for example, we did not secure enough offer supply from clients relative to the growth of redeemers across our network. As a result, our redemptions and redemptions per redeemer were lower than anticipated. If we are unable to maintain and expand the use by consumers of digital promotions in our network, or if we do not do so to a greater extent than our competitors, clients, publishers, and retailers may find that offering digital promotions on our network does not reach consumers with the scale and effectiveness that is compelling to them. The data which powers certain of our models is also dependent on consumer engagement, including the extent to which consumers interact with and use our platform, and link accounts at third-party retailers to our platform, which has fluctuated and could fluctuate in the future.

Any number of factors can negatively affect growth in the number of redeemers, redemptions per redeemer, redemptions, and redemptionsconsumer engagement on our network, including if:

Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with existing publishers and add new publishers to the IPN. We provide offers on a white-label basis to our publishers, including but not limited to, Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar Stores, Inc. (Family Dollar), Maplebear, Inc. (Instacart), DoorDash, Inc. (DoorDash), and Uber Technologies, Inc. (Uber) (announced in March 2026 but not yet launched). We have invested heavily in the IPN, which matches and distributes offers across a variety of publisher sites. Our contract negotiation process with publishers can be lengthy, which can contribute to variability in our revenue generation and makes our revenue difficult to forecast. As a result, it is difficult to predict our ability to develop or continue partnerships with publishers, and our revenue could be lower than expected, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Historically, the growth rate of our business, and as a result, our revenue growth, has varied from quarter to quarter and year to year, and we expect that variability to continue. For the threesix months ended MarchJune 31,30, 2026, our revenue was $82.5$171.4 million, which is downup from the previous year. There can be no assurances that our revenue will grow at any particular rate, or at all, and you should not rely on the revenue of any prior quarterly or annual period as an indication of our future performance. Our revenue growth rate has, and may in the future, decline.

Our integrated retailers provide us with item-level data that is integral to our platform because such data helps facilitate a simpler redemptionredemptions of offers on our D2C properties and powers certain of our models. We also allow thousands of online retailers to advertise and present consumers with their own cash back offers on our D2C properties. Our ability to renew, maintain, and expand our relationships with retailers is dependent on, among other factors, our ability to increase the number of consumers that use our network, and any failure to do so could materially adversely affect our business, financial condition, results of operations, and prospects. If our retailers terminate their relationships with us or suspend, limit, or cease their operations, as they have in the past, our business, financial condition, results of operations, and prospects could be materially adversely affected.

We have experienced growth in our business, and we anticipate that we will experience growth in the future. For example, the number of our full-time employees increased from 530 as of December 31, 2020 to aroundover 800 as of MarchJune 31,30, 2026. This growth has placed, and may continue to place, significant demands on our management and our operational and financial infrastructure. Our ability to manage our growth effectively and to integrate new employees, technologies, and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate, and manage employees. Growth could strain our ability to develop and improve our operational, financial, and management controls; enhance our reporting systems and procedures; recruit, train, and retain highly skilled personnel; and maintain user satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, the quality of our solutions could suffer, which could materially adversely affect our reputation and brand, business, financial condition, results of operations, and prospects.

The legal, regulatory, and policy environments around AI/ML more broadly are also evolving rapidly, including the federal government and numerous U.S. states considering, and in certain cases adopting, laws and regulations addressing aspects of AI/ML, and we may become subject to new and evolving legal and other obligations. In addition, existing laws and regulations may be interpreted in ways that would affect our use of AI/ML. For example, California, Colorado, Illinois, New York, and other states have enacted laws that further regulate the use of AI/ML technologies and provide consumers with additional protections around companies' use of AI/ML technologies, such as requiring companies to disclose certain uses of generative AI. Such laws have taken effect or will continue to take effect in 2026.2026 and 2027. We expect more laws focused on the use of AI/ML technologies to be passed in the future, which will create additional compliance requirements and potentially differing requirements across different jurisdictions in which we operate. These and other developments may require us to make significant changes to our use of AI/ML, including by limiting or restricting our use of AI/ML, and may require us to make significant changes to our policies and practices, which may necessitate expenditure of significant time, expense, and other resources. AI/ML also presents emerging ethical issues, and if our use of AI/ML becomes controversial, we may experience brand or reputational harm.

We are making substantial investments to expand our technologies, tools, and offerings to capitalize on new and unproven business opportunities, including investment in AI/ML tools and technologies, and expect to increase such investments in the future. These initiatives are risky, are dependent on the data we receive, and we may never realize any expected benefits from them.

We have invested and expect to continue to invest in expanding our technologies, tools, and offerings to capitalize on new and unproven business opportunities, including investments in AI/ML tools and technologies. For example, we are continuing to roll out LiveLift™ to eligible clients. We are also introducing a gaming component to our platform for the first time, powered by Unity’s Tapjoy offerwall. In addition, we are also working to further utilize AI/ML in our internal tools to achieve additional efficiencies.

We rely on analytical models and data, including AI/ML models, to develop and operate these new technologies and tools. Our development efforts could be hindered if we do not receive, from our D2C platformplatform, publishers, or publishers,retailers, the data and capabilities needed to develop and maintain these technologies, tools, and offerings. These models are based on assumptions, and actual results may differ significantly from the modeled expectations. The predictive models we use have inherent risks and may incorrectly forecast future behavior, leading to potential losses or suboptimal campaign performance. Furthermore, because predictive models are generally constructed based on historical data,data and continued access to current data sources, the success of relying on such models may depend heavily on the accuracyvolume, accuracy, and reliability of the supplied historical data. As we receive new data, our models may need to be recalibrated or redesigned, which could materially change their outputs and the effectiveness of our offerings. New data may also cause a client’s campaign performance to differ from that initially predicted.

We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with the appropriate level of qualifications. Many of the companies with which we compete for qualified employees have greater resources than we have and may offer compensation packages that are perceived to be better than ours. For example, we often offer equity awards to our job candidates and existing employees as part of their overall compensation package. If the perceived value of our equity awards declines, including as a result of volatility or declines in the market price of our Class A common stock or changes in perception about our future prospects (including as valuations of companies comparable to us decline due to overall market trends, inflation, and related market effects, or otherwise), it may adversely affect our ability to recruit and retain highly qualified employees. We have recently experienced fluctuations, including declines, in the market price of our Class A common stock, and reduced the size of our workforce and reorganized our sales force, each of which could adversely affect our ability to attract, motivate, or retain key employees. Furthermore, any workforce restructuring may result in increased attrition beyond our intended reduction. Additionally, changes in our compensation structure may be negatively received by employees and result in attrition or cause difficulty in the recruiting process. Further, inflationary pressure may result in employee attrition to the extent our compensation does not keep up with inflation. Finally, we are committed to a hybrid workforce, which prioritizes hiring employees in Denver, and starting in or around June 2026, we plan to implementimplemented a return-to-office policy for all our employees located in the Denver area. This could lead to employee attrition and slow hiring if we are unable to attract talent in the Denver market.

Because of fluctuations in our stock price, we are, and may in the future become, subject to securities litigation. The current securities litigation against us and any future securities litigation has, and could in the future, result in substantial costs and divert our management’s attention and resources from our business, which could materially adversely affect our business, financial condition, results of operations, and prospects. See Item 1 “Legal Proceedings” and Note 13, “Commitments and Contingencies,” in the notes to our condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information regarding the putative securities class action complaint filed against us on April 17, 2025.

We are subject to a variety of federal, state, and local laws, regulations, and industry standards related to areas including privacy, electronic communications, data protection, data security, marketing, AI/ML, intellectual property, e-commerce, the internet, mobile devices, competition, consumer protection, taxation, escheatment, and advertising practices. In addition, a variety of these regulations and standards could impact our clients, publishers, or retailers, and in turn impact us. In particular, existing and future laws and regulations, or changes thereto, may impede the growth of the internet, mobile devices, e-commerce, or other online services, and increase the cost of providing online services, require us to change our business practices, or raise compliance costs or other costs of doing business.

We Process data about consumers, including personal information or personal data, as well as other confidential or proprietary information, for numerous purposes, including legal, marketing, and other business-related purposes. The legal and regulatory framework for privacy and security issues is rapidly evolving, and is expected to increase our compliance costs and exposure to liability. We and our service providers, clients, and publishers are subject to a variety of federal and state laws, regulations, and industry standards regarding privacy, data protection, data security, marketing, and consumer protection, which address Processing of data relating to individuals, as well as the tracking of consumer behavior (Data Protection Laws). We are also subject to laws, regulations, and industry standards relating to endorsements and influencer marketing. Many of these laws, regulations, and industry standards are changing, may be subject to differing interpretations, may be inconsistent among countries or conflict with other rules, and may be costly to comply with or inconsistent among jurisdictions. In addition, we are introducing a gaming component to our platform for the first time, and laws or regulations that govern or restrict gaming activities and offers related to gaming, including online or mobile gaming, that are applicable to us or to our third-party partner, could have a material adverse impact on our business, financial condition, and results of operations.

New so-called “algorithmic pricing” or “surveillance pricing” legislation has recently emerged at the state and local levels aimed at regulating practices that use consumer data to inform product pricing decisions. To date, these proposals have aimed to either increase disclosures regarding dynamic pricing practices or place substantive limits on the practice. WhileAlthough manycurrently of these proposals carve out exemptions for at least some loyalty and discount programs, approaches are not consistent across all jurisdictions. While such proposedpassed laws and regulations generally include exemptions for loyalty and discounting programs, these exemptions are stillnew inand nascentuntested, stages of the legislative process,and it is possible that some such laws and regulations could impact our operations in certain geographies.

Additionally, new laws regulating the use of digital coupons and digital shelf tags could impact our business or future strategies. In 2025, for example, the City of San Diego passed regulations requiring that digital coupons be accompanied by equivalent paper coupons so that digitally disenfranchised consumers may also benefit. SeveralOther other statestates and local jurisdictions are considering similar regulationsregulations. in 2026. Similarly, severalSeveral states are considering or have passed bills regulating digital shelf tags that also could impact our operations and future strategies. Existing or new regulations, as well as enforcement of existing or new regulations by relevant authorities, could materially adversely affect our business, financial condition, results of operations, and prospects. In addition, any of this legislation could impact our clients, publishers, or retailers, and in turn impact us.

Our Class B common stock has 20 votes per share, and our Class A common stock has one vote per share. Upon the closing of our initial public offering, Mr. Leach and entities affiliated with Mr. Leach held all of the issued and outstanding shares of our Class B common stock. As of MarchJune 31,30, 2026, Mr. Leach and entities affiliated with Mr. Leach held approximately 75.2%75.1% of the voting power of our outstanding capital stock in the aggregate, which voting power may increase over time as Mr. Leach’s equity awards are exercised or vested. If all such equity awards held by Mr. Leach had been exercised or vested and exchanged for shares of Class B common stock as of MarchJune 31,30, 2026, Mr. Leach and entities affiliated with Mr. Leach would collectively have held 84.2%84.5% of the voting power of our outstanding capital stock. As a result, Mr. Leach will generally be able to determine any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our amended and restated certificate of incorporation and amended and restated bylaws (where adopted by stockholders), and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions, subject to limited exceptions. Mr. Leach may have interests that differ from those of our stockholders and may vote in a way with which our stockholders disagree and that may be adverse to our stockholders’ interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control of Ibotta, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of Ibotta, and might ultimately affect the market price of our Class A common stock.

For example, on May 17, 2021, we issued a common stock purchase warrant to Walmart (Walmart Warrant) in connection with a multi-year strategic relationship that makes Ibotta the exclusive provider of digital item-level rebate offer content for Walmart U.S. Pursuant to the terms of the Walmart Warrant, as of June 30, 2026, Walmart has the right to purchase up to 4,121,034 shares of our Class A common stock at an exercise price of $70.12 per share.

Ibotta’s mission is to Make Every Purchase Rewarding. We accomplish this mission by delivering digital promotions to consumers through the Ibotta Performance Network (IPN). We source digital promotions from our clients, which are primarily consumer packaged goods (CPG) brands, and distribute these promotions to consumers via our network of publishers, which is enabled by our technology platform. We have strategic relationships with Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar Stores, Inc. (Family Dollar), Maplebear, Inc. (Instacart), DoorDash, Inc. (DoorDash) and Uber Technologies, Inc. (Uber) (announced in March 2026 but not yet launched), among others, who are third-party publishers on the IPN and use our content to power their digital offer programs on a white-label basis. We also host offers on Ibotta’s direct-to-consumer properties, which include the Ibotta-branded cash back mobile app, website, and browser extension (collectively, direct-to-consumer (D2C), which is part of the IPN). Within D2C, we also partner with affiliate networks to access offers from certain retailer advertisers so consumers can earn cash back on a percentage of their total basket spend at those retailers.

The performance metrics below are presented in two categories: third-party publishers and direct-to-consumer (D2C) and third-party publishers,, which sum to the total metric. Our third-party publisher business tends to reach consumers who may be more loyal to a specific retailer and are engaging with offers powered by Ibotta’s technology platform. The underlying trends and drivers of our D2C business often vary from those of our third-party publisher business. Our D2C business caters to consumers who are focused on savings, irrespective of the retailer. Our third-party publisher business tends to reach consumers who may be more loyal to a specific retailer and are engaging with offers powered by Ibotta’s technology platform. The explanation of the changes in the total metric can be found in the D2Cthird-party publisher and third-party publishersD2C sections.

D2C redemptions are redemptions on any D2C property. Third-party publisher redemptions are redemptions on all publishers excluding the D2C properties, namely our retailer publishers. D2C redemptions are redemptions on any D2C property.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, third-party publisher redemptions were approximately 70.774.4 million and 61.258.6 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, third-party publisher redemptions were approximately 145.1 million and 119.8 million, respectively. This growth was driven primarily by organicincreases growthin atoffer existingsupply third-partyand publishers,third party publisher redeemers, as well as the launch of new publishers, namely DoorDash, which substantially launched in the second quarter of 2025.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, D2C redemptions were approximately 17.317.1 million and 21.621.9 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, D2C redemptions were approximately 34.3 million and 43.6 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.redeemer and a decrease in D2C redeemers.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, total redemptions were 88.091.4 million and 82.880.5 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, total redemptions were 179.4 million and 163.3 million, respectively.

D2C redeemers are consumers who have redeemed at least one digital offer on any Ibotta property within the quarter. Third-party publisher redeemers are consumers who have redeemed at least one digital offer on any publisher property that is not an Ibotta property, namely our retailer publishers. D2C redeemers are consumers who have redeemed at least one digital offer on any Ibotta property within the quarter.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, third-party publisher redeemers were approximately 18.319.5 million and 15.415.7 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, third-party publisher redeemers were approximately 18.9 million and 15.6 million, respectively. This growth was driven primarily by organic growth at existing third-party publishers, which benefited from an increase in offer supply, as well as the launch of new publishers, namely DoorDash, which substantially launched in the second quarter of 2025.

For both the three and six months ended MarchJune 31,30, 20262026, compared to the same period in 2025, D2C redeemers were 1.4 million and 1.71.6 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, total redeemers were approximately 19.720.9 million and 17.117.3 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, total redeemers were approximately 20.3 million and 17.2 million, respectively.

Redemptions per redeemer are the redemptions divided by the redeemers in that period. This metric is useful as redemptions per redeemer is an indication of our redeemers’ level of engagement with our platform and network. We aim to grow redemptions from our redeemers by expanding the quantity and quality of offers available and increasing engagement by continuing to improve the consumer experience. In general, redemptions per redeemer are driven by the quantity and quality of offer supply and the growth in offer supply relative to the growth in redeemers. For new redeemers, redemption frequency initially increases before stabilizing. Our D2C business caters to consumers who are focused on savings, irrespective of the retailer. Our third-party publisher business tends to reach consumers who may be more loyal to a specific retailer and are engaging with offers powered by Ibotta’s technology platform. Third-party publisher redeemers tend to have a lower redemption frequency as compared to D2C redeemers. Our D2C business caters to consumers who are focused on savings, irrespective of the retailer.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, third-party publisher redemptions per redeemer were approximately 3.93.8 and 4.0,3.7, respectively. For both the six months ended June 30, 2026 and the same period in 2025, third-party publisher redemptions per redeemer were approximately 7.7.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, D2C redemptions per redeemer were approximately 12.112.2 and 13.1,13.8, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, D2C redemptions per redeemer were approximately 24.3 and 26.8, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, total redemptions per redeemer were approximately 4.54.4 and 4.8,4.6, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, total redemptions per redeemer were approximately 8.8 and 9.5, respectively.

D2C redemption revenue per redemption represents redemption revenue generated from offers on any Ibotta property divided by the redemptions on any Ibotta property in that period. Third-party publisher redemption revenue per redemption represents redemption revenue generated from offers on all publishers other than those on Ibotta properties divided by redemptions on all publishers other than those on Ibotta properties. D2C redemption revenue per redemption represents redemption revenue generated from offers on any Ibotta property divided by the redemptions on any Ibotta property in that period. Refer to the Results of Operations section below for the disaggregation of revenue by D2Cthird-party publisher and third-party publisher.D2C.

For both the three months ended MarchJune 31,30, 2026 and the same period in 2025, third-party publisher redemption revenue per redemption was $0.83. For the six months ended June 30, 2026 compared to the same period in 2025, third-party publisher redemption revenue per redemption was $0.76$0.80 and $0.79,$0.81, respectively. This change was driven primarily by offer mix.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, D2C redemption revenue per redemption was $1.10 and $1.17,$1.12, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, D2C redemptions revenue per redemption was $1.10 and $1.14, respectively. This change was driven primarily by offer mix.

For the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, total redemption revenue per redemption was $0.83$0.88 and $0.89,$0.91, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, total redemption revenue per redemption was $0.85 and $0.90, respectively.

Adjusted EBITDA is earnings before interest income, net, provision for (benefit from) income taxes, and depreciation and amortization expense, and excludes stock-based compensation expense, restructuring charges, and other expense, net. We define Adjusted EBITDA margin as Adjusted EBITDA as a percent of revenue.

(1)Amortization of capitalized software development costs included in cost of revenue for the three months ended MarchJune 31,30, 2026 and 2025 was $1.3$1.5 million and $1.2$1.4 million, respectively, and for the six months ended June 30, 2026 and 2025 was $2.8 million and $2.6 million, respectively.

Cost of revenue consists primarily of revenue share and related minimum commitments with certain third-party publishers, personnel-related costs attributable to personnel infor certain of our engineering departments who maintain our platform, data hosting costs, amortization of platform-related software development costs, software licensing costs, certain reward costs net of breakage, and processing fees. Personnel-related costs include salaries, bonuses, stock-based compensation, and benefits. Reward costs net of breakage recorded in cost of revenue are associated with cash back earned from gift card purchases and sponsored rewards earned from watching an advertising video. Breakage represents the undistributed earnings of D2C consumers that is not expected to be cashed out due to inactivity. Reward costs also include rewards that are cashed out and subsequently identified as violating our terms of use.

Research and development expenses consist primarily of personnel-related costs for our technology departments, software licensing costs, professional fees, impairment of capitalized software development costs, software licensing costs, professional fees, and market research. Personnel-related costs include salaries, bonuses, stock-based compensation, benefits, taxes, travel, and, in the prior year, restructuring charges. We capitalize certain software development costs that are attributable to developing new features and adding incremental functionality to our platform or infrastructure. Costs incurred during the preliminary project stage are recorded in research and development. Costs incurred during the post-implementation stage are recorded in research and development or cost of revenue, depending on the nature of the project. In addition, impairment of in-progress software projects for which completion is subsequently determined not to be probable is recorded in research and development expenses.

General and administrative expenses consist primarily of personnel-related costs for our administrative departments, software licensing costs, professional fees for external legal, accounting, and other consulting services, software licensing costs, facilities costs, corporate insurance, credit loss expense, company events, and taxes, licenses, and other fees. Personnel-related costs include salaries, bonuses, stock-based compensation, benefits, taxes, travel, recruiting fees, taxes, travel, and, in the prior year, restructuring charges.

Depreciation and amortization consists of amortization of intangible assets, including infrastructure-related software development costs and acquired technology, and depreciation of property and equipment.equipment and amortization of infrastructure-related software development costs.

The (provision for) benefit from income taxes consists primarily of income taxes related to federal and state jurisdictions in which we conduct business.

Comparison of the Threethree Monthsmonths Endedended MarchJune 31,30, 2026 and 2025

Total redemption revenue decreasedincreased $0.4$7.0 million, or 1%,10%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, due to a $6.2$12.9 million increase in revenue from third-party publishers, partially offset by a $5.9 million decrease in revenue from D2C properties,properties. partially offset by a $5.8 millionThe increase in third-party publisher redemption revenue fromwas primarily driven by increases in offer supply and third-party publishers.publisher redeemers. The decrease in D2C redemption revenue was driven primarily by a decrease in the quantity and quality of offers available to each D2C redeemer.redeemer Theand increasea decrease in third-partyD2C publisher redemption revenue was primarily driven by expansion of existing third-party publishers.redeemers.

Ad & other revenue decreased $1.7$4.1 million, or 15%,32%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, driven by reduced client spend on D2C ad products, partially offset by an increase in revenue from data products.

Cost of revenue increased $2.4$3.6 million, or 14%,10%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, due primarily to increases of $1.3$1.8 million in personnel-related costs, $0.5$1.4 million in revenue share, and $0.5$0.6 million in data hosting costs. The increase in personnel-related costs was driven primarily by a higher allocation of technology resources and related personnel costs to cost of revenue due to continued investment in our platform, capabilities, and infrastructure.

Sales and marketing increased $4.2$8.3 million, or 14%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, due to increases of $2.7$6.8 million in personnel-related costs, $0.9and $1.8 million in market research related to third-party measurement studies, $0.4partially offset by a decrease of $0.9 million in self-fundedmedia user awards, and $0.3 million in professional fees.spend. The increase in personnel-related costs was primarily driven by increases in salesbonuses, bonus, average salary,salaries and stock-basedwages, and stock based compensation, partially offset by a $0.6$1.2 million decrease related to restructuring charges incurred in the prior year.

Research and development decreased $3.6$3.2 million, or 20%,10%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, due to a $3.5$3.9 million decrease in personnel-related costs, partially offset by an increase of $0.8 million in impairment of capitalized software. The decrease in personnel-related costs was primarily related to an increase in capitalization driven by continued investment in our platform, capabilities, and infrastructure, a higher allocation of resources and related personnel costs to cost of revenue, and a $0.7 million decrease related to restructuring charges incurred in the prior year, a decrease in average headcount, and an increase in capitalization driven by continued investment in our platform, capabilities, and infrastructure.year.

General and administrative increased $2.4$1.9 million, or 11%,4%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, due to increases of $1.9$2.2 million in stock-based compensation expense,expense $0.4and $0.7 million in creditother losspersonnel-related expense,costs, andpartially $0.3offset by a decrease of $0.8 million in professional fees.fees largely attributable to legal matters. The increase in stock-based compensation was primarily driven by the prior year reversal of $1.6 million of previously recognized expense for unvested equity awards related to the departure of the Company’s former chief financial officer in March 2025. The increase in other personnel-related costs was primarily driven by increases in bonuses, travel, and payroll taxes and fees.

Depreciation and amortization increased $0.6$1.4 million, or 60%,69%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, driven primarily by increases in depreciation expense associated with our new corporate headquarters and amortization expense from continued investment in our platform, capabilities, and infrastructure.

Interest income, net, decreased $2.2$3.5 million, or 59%,55%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, driven by decreases in cash and cash equivalents and lower interest rates.

Other expenseexpense, net, decreased $0.4 million, or 92%,90%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, due to expense related to a tax matter in the prior year.

The provision for income taxes increased $1.0$0.4 millionmillion, or 28%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, primarily due to changes in pre-tax book income,income and the impact of non-deductible itemsitems, including certain executive compensation costs and stock-based compensation.

As of MarchJune 31,30, 2026, our principal sources of liquidity included $164.6$148.2 million of cash and cash equivalents and $99.0 million of available capacity under a revolving line of credit.

Our primary cash needs are for personnel-related expenses, sales and marketing expenses, rewards and revenue share and related minimum commitments payable to third-party publishers, sales and marketing expenses, data hosting costs, and software licensing costs. We believe our existing liquidity and cash flows from operating activities will be sufficient to meet our projected operating and capital requirements for at least the next 12 months.

On December 5, 2024, we entered into a Credit Agreement with Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, which provides us with revolving commitments in an aggregate principal amount of $100.0 million and matures on December 5, 2029 (2024 Credit Facility). The 2024 Credit Facility also allows the Company to request incremental revolving commitments of up to $100.0 million. As of MarchJune 31,30, 2026, we had no outstanding borrowings under the 2024 Credit Facility and availability of $99.0 million, which is net of a $1.0 million outstanding letter of credit related to an office space lease. For further details regarding the credit agreement, see Note 5 - Long-Term Debt to our condensed financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q.

In May 2021, the Company issued a common stock purchase warrant to Walmart (Walmart Warrant) in connection with a multi-year strategic relationship that makes Ibotta the exclusive provider of digital item-level rebate offer content for Walmart U.S. If the shares available for exercise as of MarchJune 31,30, 2026 were fully exercised, the warrants could provide up to $245.6 million in proceeds to us. For further details regarding the Walmart Warrant, see Note 7 - Stockholders' Equity to our condensed financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q.

During the three and six months ended MarchJune 31,30, 2026, the Company repurchased 1,948,510711,198 sharesand 2,659,708 shares, respectively, of its Class A common stock for an aggregate repurchase amount of $45.1$23.2 million.million and $68.4 million, respectively. The repurchase amount includes immaterial broker commissions and the 1% excise tax on net share repurchases imposed by the Inflation Reduction Act of 2022. Repurchases are reflected as treasury stock on the balance sheets on a trade-date basis. As of MarchJune 31,30, 2026, $90.3$67.3 million remains available and authorized for repurchase under the Share Repurchase Program.

Net cash provided by operating activities increaseddecreased $10.5$2.1 million during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025. The increasedecrease was the result of a $16.8$14.6 million increase in net loss, partially offset by a $9.0 million increase in non-cash charges and a $3.5 million increase in net cash inflows primarily from changes in operating assets and liabilities and a $4.6 million increase in non-cash charges primarily driven by stock based compensation expense and depreciation and amortization, partially offset by a $10.9 million decrease inlower net (loss)working income.capital.

The increase in non-cash charges was primarily driven by increases in stock based compensation expense, deferred income taxes, depreciation and amortization, and impairment of capitalized software. The increase in net cash inflows from changesnet inworking operating assets and liabilitiescapital was primarily due to cash inflows of $10.6 million from accounts receivable due to the timing of client payments, $6.1$12.9 million from liabilities due to third-party publishers driven primarily by the timing and ramp up of new and growth in existing publishers,publishers and $3.8$3.5 million from accrued expenses primarily drivendue byto personnel-related costs. These net cash inflows were partially offset by cash outflows of $1.8$6.3 million from accounts receivable due to growth in gross billings, $3.8 million from other current and long-term assets and liabilities driven by the timing of prepaid expenses, $1.9 million from accounts payable, $0.8$0.5 million from deferred revenue, and $0.6$0.4 million from the user redemption liability.