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What changed in Ibotta, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ibotta, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+604 added−662 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Ibotta, Inc.'s 2025 10-K

604 paragraphs added · 662 removed · 502 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

73 edited+17 added−58 removed12 unchanged
Biggest changeWe face substantial competition from our primary competitors which include, but are not limited to: • Companies that distribute paper coupons, retailer circulars, and FSIs, as well as load-to-card digital coupons through grocery retail apps and websites in a white-label fashion • Other mobile apps that offer points, cash back rewards, or discounts to consumers when they upload their physical receipts or send in their e-receipt data • Traditional, digital, social, search, and other advertisers • Operators of other cash back rewards programs, including those that focus on sitewide cash back for online purchases 16 Table o f Contents We compete by offering an at-scale solution that is purpose built for CPG companies, reaches a large number of consumers, provides exclusive access to some of the largest third-party publishers, hosts a large number of offers, allows for a higher degree of targeting and measurement, operates on a fee-per-sale basis, works for both in-store and online shopping, and delivers more sales and offer redemptions.
Biggest changeFor example, we face substantial competition from: • Companies that distribute paper coupons, retailer circulars, FSIs and TPRs, as well as load-to-card digital coupons through grocery retail apps and websites in a white-label fashion; • Other mobile apps that offer points, cash back rewards, or discounts to consumers when they upload their physical receipts or send in their e-receipt data; • Traditional, digital, social, search, and other advertisers; and • Operators of other cash back rewards programs, including those that focus on sitewide cash back for online purchases We compete by offering a large number of offers for consumers, available on multiple platforms.
In addition to providing challenging and engaging work, we also provide robust benefits, including health insurance for employees and dependents, which include options that are fully funded by Ibotta, 401k match, fertility benefits, paid parental leave , and generous time off to support both physical and mental well-being.
In addition to providing challenging and engaging work, we also provide robust benefits, including health insurance for employees and dependents, which include options that are fully funded by Ibotta, 401k match, fertility benefits, paid parental leave, and paid time off to support both physical and mental well-being.
Government Regulation Ibotta is subject to U.S. federal and state laws and regulations regarding privacy, data protection and information security, including laws and regulations regarding the storage, protection, sharing, use, transfer, disclosure, and other processing of personal data, as well as related subjects such as marketing and consumer protection.
Government Regulation Ibotta is subject to U.S. federal, state, and local laws and regulations regarding privacy, data protection, and information security, including laws and regulations regarding the storage, protection, sharing, use, transfer, disclosure, and other processing of personal data, as well as related subjects such as marketing and consumer protection.
We continue to see growth in usage of Ibotta-powered rewards programs at current publishers, as measured by the number of redeemers and redemptions. Our goal is to continue this growth through our efforts and those of our partners. • Add new third-party publishers .
We continue to see growth in usage of Ibotta-powered rewards programs at current publishers, as measured by the number of redeemers at those publishers. Our goal is to continue this growth through our efforts and those of our partners. • Add new third-party publishers .
We completed our initial public offering (IPO) in April 2024, and our common stock is listed on the New York Stock Exchange under the symbol “IBTA.” We use Ibotta, the Ibotta logo, the IPN logo, and other marks as trademarks in the United States.
We completed our initial public offering (IPO) in April 2024, and our common stock is listed on the New York Stock Exchange under the symbol “IBTA.” We use Ibotta, the Ibotta logo, the IPN logo, LiveLift™ and other marks as trademarks in the United States.
Once an offer is redeemed, consumers can see and manage their cash back balance within the app, and once they have reached a certain balance, they can cash out to a Paypal account, bank account, or digital gift cards from within the app.
Once an offer is redeemed, consumers can see and manage their cash back balance within the app, and once they have reached a certain threshold balance, they can cash out to a PayPal account, bank account, or digital gift cards from within the app.
Our Culture and Employees Ibotta’s unique, founder-led work culture is defined by our Mission and company values, and we believe these are critical to our ongoing success.
Our Culture and Employees Ibotta’s unique, founder-led culture is defined by our mission and company values, and we believe these are critical to our ongoing success.
Our Mission is to Make Every Purchase Rewarding, which means we seek to maximize the number of consumers who we benefit through the provision of rewards on their everyday purchases, regardless of whether they earn those rewards on our D2C properties or on one of our third - party publishers.
Our mission is to Make Every Purchase Rewarding, which means we seek to maximize the number of consumers who we benefit through the provision of rewards on their purchases, regardless of whether they earn those rewards on our D2C properties or with one of our third-party publishers.
We encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website. 19 Table o f Contents
We encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website. 17 Table o f Contents
For additional information, see the sections titled Risk Factors—Risks Related to our Intellectual Property—We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.
For additional information, see the section titled Risk Factors—Risks Related to our Intellectual Property—We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.
Ibotta will seek to continue to grow the audience that we reach through the IPN through increased penetration at existing publishers and by adding to the network of third-party publishers. • Grow redeemers on existing third-party publisher properties . We believe there is significant opportunity to grow the audience at existing third-party publishers.
We will seek to grow the audience that we reach on the IPN through increased penetration at existing publishers and by adding to our network of third-party publishers. • Grow redeemers on existing third-party publisher properties. We believe there is significant opportunity to grow the audience at existing third-party publishers.
These advantages allow our publishers to build higher consumer engagement, deliver more savings to their consumers, and create loyalty which helps them capture greater market share. Retailers could conceivably source offers for their own digital offers program, either in addition to or instead of working with a third-party partner.
These advantages allow our publishers to build higher consumer engagement, deliver more savings to their consumers, and create loyalty which helps them capture greater market share. Some retailers source offers for their own digital offers program, either in addition to or instead of working with a third-party partner like Ibotta.
Ibotta also offers a free desktop browser extension for Google Chrome that is supported by the Ibotta.com website. Our browser extension compares prices across retailers and allows consumers to set price drop alerts, while providing access to cash back offers at over 3,000 online retailers.
Ibotta also offers a free desktop browser extension for Google Chrome that is supported by the Ibotta.com website. Our browser extension compares prices across retailers and allows consumers to set price drop alerts, while providing access to cash back offers at thousands of online retailers.
Since its debut in 2012 and as of December 31, 2024, our mobile app has attracted over 52 million registered users and been rated over 2.4 million times across the App Store and Google Play Store, earning an average of 4.7 out of 5 stars.
Since its debut in 2012 and as of December 31, 2025, our mobile app has attracted over 54 million registered users and been rated over 2.6 million times across the App Store and Google Play Store, earning an average of 4.7 out of 5 stars.
Ibotta works closely with its publishers and serves as an advisor to enhance publisher programs from a technical and user experience perspective. Additionally, Ibotta provides publishers with advice on marketing best 13 Table o f Contents practices for digital offers programs, with a focus on reaching the maximum audience, building consumer engagement, and driving offer redemptions.
Ibotta works closely with its publishers and serves as an advisor to enhance publisher programs from a technical and user experience perspective. Additionally, Ibotta provides publishers with advice on marketing best practices for digital offer programs, with a focus on reaching the maximum audience, building consumer engagement, and driving offer redemptions.
We run marketing across a wide variety of channels, including digital marketing campaigns across search engines, app stores, social media platforms, influencers, affiliates, programmatic advertising outlets, as well as more traditional channels like TV and radio, among others.
We market our D2C properties across a wide variety of channels, including digital marketing campaigns across search engines, app stores, social media platforms, influencers, affiliates, programmatic advertising outlets, as well as more traditional channels like TV and radio, among others.
Publishers can integrate with Ibotta’s Application Programming Interfaces (APIs), and Ibotta handles all aspects of offer sourcing, purchase verification, offer matching, offer crediting, billing, and other logistics. Ibotta also provides expertise on operating a top-tier rewards program based on more than a decade of operating the Ibotta D2C.
Publishers can integrate with Ibotta’s Application Programming Interfaces (APIs), and Ibotta handles the offer sourcing, purchase verification, offer adjudication, billing, and other logistics. Ibotta also provides expertise on operating a top-tier rewards program based on more than a decade of operating the D2C platform.
We foster a tight-knit culture through company events, team building, concerts by our company band, and participation in our employee-led Culture Clubs, which provide opportunities for employees to engage cross-functionally. Annually, our employees can use dedicated volunteer hours to give back to their communities or via Ibotta Gives Day, our company-wide day of philanthropy.
We foster a tight-knit culture through company events, team building, concerts by our company band, and participation in our employee-led affinity groups, which provide opportunities for 15 Table o f Contents employees to engage cross-functionally. Annually, our employees can use dedicated volunteer hours to give back to their communities or via Ibotta Gives Day, our company-wide day of philanthropy.
There is no requirement for consumers to create an Ibotta account or download the Ibotta app to access third-party publishers’ properties; they can simply visit the publisher’s website or mobile app, select offers, buy featured products, and earn rewards or discounts, depending on how the publisher’s program is designed.
There 10 Table o f Contents is no requirement for consumers to create an Ibotta account or download the Ibotta app to access third-party publisher properties; they can simply visit the publisher’s website or mobile app, select offers, buy featured products, and earn rewards or discounts, depending on how the publisher’s program is designed.
We give CPG brands a single source of truth for the performance of their digital promotions nationwide, across multiple publisher environments. The Ibotta Portal allows CPG brands to set up campaigns on certain publishers, monitor redemption and budget levels, and analyze overall campaign performance in light of their specific objectives – all enabled by our technology platform. Campaigns and offers.
We give CPG brands a single source of truth for the performance of their Ibotta digital promotions nationwide, across multiple publisher environments. The Ibotta Portal allows clients to set up campaigns where available, monitor redemption and budget levels, and analyze overall campaign performance based on their specific objectives—all enabled by our technology platform. Campaigns and offers .
Sales and Marketing While we believe our value proposition and the proven efficacy of our platform have together driven our organic expansion with CPG brands, we also employ various sales and marketing strategies to attract CPG brands, publishers, and consumers to the IPN.
Sales and Marketing While we believe our value proposition and the proven efficacy of our platform have driven our organic expansion with our clients and publishers, we also employ various sales and marketing strategies to attract additional clients, publishers, and consumers to the IPN.
Through our deep experience with clients of various sizes that sell a wide range of consumer products, we have developed a number of curated, strategic “playbooks” that offer guidance on how best to achieve their specific marketing objectives.
Through our deep experience with clients of various sizes that sell a wide range of 9 Table o f Contents consumer products, we have developed curated, strategic “playbooks” that offer guidance on how best to achieve their specific marketing objectives.
We compete against rival digital coupon providers to convince retailers to leverage our technology and publish our offers on their digital properties. We believe that our access to national promotions budgets gives Ibotta the ability to provide publishers with a large volume of digital promotions content. Our technology provides an easy integration and onboarding process.
For publishers. We compete against rival digital coupon providers to convince retailers to leverage our technology and publish our offers on their digital properties. We believe that our access to national promotions budgets gives Ibotta the ability to provide publishers with a large volume of digital promotions content.
Our strategic partner management team consists of account managers and technical account managers who work with existing third-party publishers to grow the size of the audience on publisher platforms that interact with our offers and to increase the number of redemptions per consumer.
Our strategic partner management team works with existing third-party publishers to grow the size of the audience on publisher platforms that interact with our offers and to increase the number of redemptions per consumer.
As the network grows, retailers are increasingly incentivized to integrate with our technology so they can incorporate our rewards into their own loyalty programs while allowing their consumers to redeem offers as seamlessly as possible. Our Products & Offerings We provide a number of products and offerings to CPG brands and retailers, publishers, and consumers.
As the network grows, publishers are increasingly incentivized to integrate with our technology so they can incorporate our rewards into their own programs while allowing their consumers to redeem offers as seamlessly as possible. Our Products & Offerings We provide several products and offerings to our clients, retailers, publishers, and consumers through the IPN.
We distribute our digital offers through Ibotta D2C properties and a growing network of third-party publishers that host our offers on a white-label basis. We have formed strategic relationships with retailer publishers such as Walmart, Dollar General, Family Dollar, Instacart, and DoorDash.
We distribute our digital offers through our D2C properties and a growing network of third-party publishers that host our offers on their platforms on a white-label basis. We have formed strategic relationships with publishers such as Walmart, Dollar General, Family Dollar, Instacart, and DoorDash. On third-party publisher properties, consumers do not need an Ibotta account to redeem offers.
We continually review our development efforts to assess the existence and patentability of new intellectual property. We have registered “Ibotta” and have also registered or are in the process of registering related marks as trademarks in the United States and other jurisdictions.
Our issued patents are scheduled to expire as early as 2032. We continually review our development efforts to assess the existence and patentability of new intellectual property. We have registered the “Ibotta” trademark and have also registered or are in the process of registering other trademarks in the United States and other jurisdictions, including LiveLift™.
We rely on a combination of patents, copyrights, trademarks, trade secrets, know-how, contractual provisions, and confidentiality procedures to protect our intellectual property rights. As of December 31, 2024 , we held ten issued United States patents and had five United States patent applications pending. Our issued patents are scheduled to expire as early as 2032 .
Intellectual Property Our intellectual property rights are valuable and important to our business. We rely on a combination of patents, copyrights, trademarks, trade secrets, know-how, contractual provisions, and confidentiality procedures to protect our intellectual property rights. As of December 31, 2025, we held 12 issued United States patents and had seven United States patent applications pending.
In that case, however, the retailer may be limited to retailer-exclusive offers and may not be able to tap into national promotions budgets within CPG brands.
In that case, however, the retailer may be limited to retailer-exclusive offers and may not be able to tap into national promotions budgets within CPG brands to the same extent. 14 Table o f Contents For consumers.
In sourcing offer budgets from CPG brands, we compete with legacy promotional tactics such as paper coupons, printable coupons, and free-standing inserts (FSIs), as well as load-to-card programs that publish digital coupons on the apps and websites of certain grocery retailers.
In sourcing offer budgets from clients, we compete with legacy promotional tactics such as paper coupons, printable coupons, free-standing inserts (FSIs), and temporary price reductions (TPRs), as well as other mobile apps that offer points, cash back rewards, or discounts to consumers, and load-to-card programs that publish digital coupons on the apps and websites of certain grocery retailers.
We also compete for media agencies that choose to invest in Ibotta instead of investing in traditional, digital, social, search, and/or other advertisers, with which we also compete. These include large social media and search-oriented platforms, programmatic media networks that sell ads on a cost per click or cost per impression basis, and more traditional offline advertising spend.
We also compete for media agency budgets, vying with other advertisers for these investments. These include large social media and search-oriented platforms, programmatic media networks that sell ads on a cost per click or cost per impression basis, and more traditional offline advertising spend.
Our clients typically purchase a combination of the following products to meet their marketing objectives. 9 Table o f Contents Promotions We allow CPG brands to deliver digital promotions to incentivize changes in consumer behavior and drive incremental sales.
For Clients and Retailers Our clients and retailers may purchase a combination of the following products to meet their marketing objectives. Promotions We enable clients to deliver digital promotions to incentivize changes in consumer behavior and drive incremental sales.
Ibotta D2C properties We operate a free mobile app that is available on iOS and Android. With our mobile app, consumers can create an Ibotta account, browse and select offers powered by CPG brands or retailers, redeem those offers at retailers’ properties, and receive cash back when they buy the featured items either in-store or online.
Consumers can download the app, create an Ibotta account, browse and select offers powered by our clients or retailers, redeem those offers at retailers’ properties, and receive cash back when they buy the featured items either in-store or online.
Purchase data includes the UPC, quantity, and price of the items for a transaction along with the total amount paid, date, time, and store location. The vast majority of our purchase data comes from direct integrations. Data, analytics, and AI platform.
This data includes the UPC, 11 Table o f Contents quantity, and price of the items for a transaction along with the total amount paid, date, time, and store location. The vast majority of our purchase data comes from our integrated retailer partners.
Third-party publisher properties Consumers can access offers powered by Ibotta on third-party publishers’ digital properties. This creates a seamless experience for consumers through publishers, while allowing publishers to maintain a direct relationship with their consumer, keep their own brand front and center, and curate their own user experiences.
This creates a seamless experience for consumers, while allowing publishers to maintain a direct relationship with their consumer, keep their own brand front and center, and curate their own user experiences.
Depending on their goals, our clients can choose a set of eligible products, set offer values, introduce targeting criteria, and determine an overall budget for their campaign. Measurement is also core to our promotions offering.
Depending on their goals, our clients can set an overall budget for their campaign then choose a set of eligible products, set offer values, and where possible, distribute different offers based on past purchase history. Measurement is core to our promotions offering.
Our board of directors and compensation committee oversee our human capital strategy, which is developed and managed under the leadership of our Chief People Officer, who reports to our Chief Executive Officer.
Our Board of Directors and Compensation Committee oversee our human capital strategy, which is developed and managed under the leadership of our Chief People Officer, who reports to our Chief Executive Officer. Ibotta is committed to providing equitable compensation opportunities, and rewarding employees who achieve results, live our mission and values, and help others succeed.
We deliver data and insights to our clients in the form of a license based on an agreement that specifies the nature and scope of the types of insights shared. For Publishers Publishers benefit from Ibotta’s white-label technology, or the “rewards as a service” platform.
We have differentiated access to first-party data, which includes cross-retailer and item-level data on full baskets purchased by millions of consumers. We license data to our clients in an agreement that specifies the nature and scope of the types of data shared. For Publishers Publishers benefit from Ibotta’s white-label technology, or the “rewards as a service” platform.
We believe Ibotta’s decade of experience operating a popular D2C app further strengthens our go to market message with potential new publishers. Add offers . We have observed a strong correlation between the number offers we make available to consumers and the number of redemptions generated.
We believe Ibotta’s decade of experience operating a popular D2C app further strengthens our go to market message with potential new publishers.
Consumers can choose from among many other rewards programs that provide cash back, rewards, or discounts, including credit cards, individual retailer loyalty programs, and online shopping sites that aggregate retailer offers. There are also other mobile apps that offer digital promotions on CPG brand items, some of which provide cash back while others provide points.
Consumers can choose from among many other rewards, subscription, and loyalty programs that provide cash back, rewards, or discounts, including credit cards, individual retailer loyalty programs, and online shopping sites that aggregate retailer offers.
Growth Strategies We believe Ibotta is well positioned to capitalize on a large and growing market opportunity. U.S. consumers spent approximately $1.2 trillion in the grocery sector in 2024, and CPG brands compete fiercely to influence their spending habits, spending over $200 billion on marketing annually in the U.S.
U.S. consumers have historically spent over $1 trillion in the grocery sector each year, and CPG brands compete fiercely to influence their spending habits, spending approximately a combined $200 billion on marketing and trade promotions annually in the U.S. We intend to capitalize on this market opportunity with the following key growth strategies. Add offer supply.
Item 1. Business Overview Ibotta’s mission is to Make Every Purchase Rewarding. We accomplish this mission by delivering digital promotions to clients through the Ibotta Performance Network (IPN). Through the IPN, we source digital promotions from our clients, primarily consumer packaged goods (CPG) brands, and distribute these promotions to consumers via our network of publishers, enabled by our technology platform.
Item 1. Business Overview 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).
For most campaigns, we typically invoice our clients on a monthly basis. Ibotta also partners with affiliate networks to provide consumers with cash back on a percentage of their total basket spend at retailers. The affiliate networks remit payment to us upon receipt from the retailers.
Ibotta also partners 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 affiliate networks remit payment to us upon receipt from the retailers.
We also help minimize offer stacking by ensuring that a consumer who earns a reward for redeeming an offer on Ibotta’s app cannot earn a second, redundant reward on a third-party publisher for the same underlying purchase. Payments and finance. We handle all aspects of billing and collections, as well as managing cash flows.
We also minimize offer stacking by monitoring for instances where a consumer who earns a reward for redeeming an offer on Ibotta’s app attempts to earn a second, redundant reward on a third-party publisher for the same underlying purchase. Payments and finance . We handle the flow of funds among clients, publishers, and consumers.
This can include valuable advice on program design and user experience (UX), recommended tactics for effective lifecycle marketing strategies to acquire and retain users of the digital offers program, and other helpful information and best practices.
This can include valuable advice on program design and user experience, recommended tactics for effective lifecycle marketing strategies to acquire and retain users, and other helpful information and best practices to optimize digital offers and loyalty programs. We believe publishers value Ibotta’s expertise in designing and operating widely used programs that engage consumers and drive retailer loyalty.
At the same time, our proprietary AI offer engine allows our CPG brands to better achieve their goals. We help our clients determine the optimal offer value, offer cadence, offer breadth, and targeting criteria for a given campaign, based on their strategic objectives.
The more data we accumulate, the better our models become. At the same time, our platform allows our clients to better achieve their goals. Based on their strategic objectives, we help our clients determine the optimal offer value, offer cadence, offer breadth, and, where available, offer segmentation.
At the same time, the more content we add, the more attractive joining our network becomes to new publishers, enlarging the total audience and attracting more CPG marketing investment.
The more offers that are redeemed on the IPN, the more redemption data we collect, and the better we become at structuring our clients’ campaigns to maximize their investment. At the same time, the more offers that we add, the more attractive joining our network becomes to new publishers, enlarging the total audience and attracting more client marketing investment.
We are also subject to various U.S. federal and state laws and regulations that affect companies conducting business on mobile platforms, including those relating to the internet, behavioral advertising, mobile apps, content, advertising and marketing activities, and anti-corruption. For example, the California Consumer Privacy Act of 2018 (the CCPA) went into effect on January 1, 2020.
We are also subject to various U.S. federal, state, and local laws and regulations that affect companies conducting business on mobile platforms, including those relating to the internet, behavioral advertising, mobile apps, content, advertising and marketing activities, and anti-corruption. For additional information, please see the sections following the heading Risk Factors—Risks Related to Government Regulation, Tax, or Accounting Standards.
Underpinning the platform is the item-level consumer purchase data we receive from our third-party publishers and retailer POS integrations, which we use to process offer redemptions and help drive high return on investment outcomes for CPG brands. Publishers .
We use our technology platform to structure our clients’ campaigns based on their objectives. Underpinning the platform is item-level consumer purchase data, which we use to process offer redemptions and help drive successful outcomes for our clients.
Ad and other products On Ibotta D2C properties, we offer a variety of digital ad products to help our clients boost visibility for their brands and increase the reach of their promotions, which typically translates into increased offer redemptions.
Ad and other products On our D2C properties, we offer a variety of digital ad products to help our clients boost visibility for their brands and increase the reach of their promotions. These include display ads, tiles, sponsored offers, newsletters, and feature placements bought by clients to raise awareness of their offers and/or communicate their brand messages.
This has allowed us to build an efficient marketing engine with heavy organic growth while developing a broader set of marketing strategies to attract consumers to, and increase their engagement with, Ibotta’s D2C properties.
Consumer relationships Our consumer base is built upon our inherent value proposition, as evidenced by the $2.7 billion in cash back credited to our redeemers to date. This has allowed us to build an efficient marketing engine while developing a broader set of marketing strategies to attract consumers to, and increase their engagement with, Ibotta’s D2C properties.
In order to capture a larger portion of the market, we will seek to grow investment from our existing CPG brands, while also seeking to expand into new brands and categories. Continu e to enhance the IPN through innovation.
To capture a larger portion 12 Table o f Contents of the market, we will seek to grow investment from our existing clients, while also striving to expand into new brands and categories. • Make it easier for clients to work with Ibotta.
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, Ibotta D2C, which is part of the IPN). Within Ibotta D2C, we also partner with affiliate networks to allow consumers to earn cash back on a percentage of their total basket spend at certain retailers.
(DoorDash), 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).
Our “IBOTTA” company values are: • I ntegrity • B oldness • O wnership • T eamwork • T ransparency • A Good Idea Can Come From Anywhere As of December 31, 2024 , Ibotta employ s 886 full-time employees, all but one of whom reside in the United States.
Our “IBOTTA” company values are: • I ntegrity • B oldness • O wnership • T eamwork • T ransparency • A Good Idea Can Come From Anywhere As of December 31, 2025, Ibotta employed approximately 800 full-time employees. We also engage with contractors, vendors, and consultants. None of our employees are covered by collective bargaining agreements.
Ibotta sources digital promotions from CPG brands, retailers, and their media buying agencies. Each digital promotion is loaded into our network along with key parameters, such as the eligible products, total campaign budget, campaign expiration date (if any), and any targeting criteria specifying which consumer segments should receive the offer.
Each digital promotion is loaded into our network along with key parameters, such as the eligible products, total campaign budget, campaign expiration date (if any), and any criteria for distributing offers based on past purchase history, on platforms where available. Publishers .
We market Ibotta at key events, like GroceryShop, and have marquee partnerships to increase the visibility of our brand, such as with the Denver Nuggets. Competition The environment in which we operate is highly competitive. We compete with a broad set of competitors for CPG brands, retailers, publishers, and consumers across our products and offerings.
Finally, we participate in key seasonal marketing events, like our annual Thanksgiving promotion, which has fed more than 11.5 million Americans since its inception. Competition The environment in which we operate is highly competitive. We compete with a broad and evolving set of competitors to service clients, publishers, retailers, and consumers across our products and offerings. For clients.
Ad products include targeted digital ads such as display ads, tiles, sponsored offers, newsletters, and feature placements bought by clients to raise awareness of their offers and/or communicate their brand messages. We typically charge fixed dollar amounts for our ad products, based on the size of the audience that views each unit.
We typically charge fixed dollar amounts for our ad products, based on the size of the audience that views each unit. We also partner with data and media clients and provide them with data to assist their digital marketing efforts and strategies.
Our principal executive office is located at 1801 California Street, Suite 400, Denver, Colorado 80202, and our telephone number is 303-593-1633. Our website address is www.ibotta.com.
Corporate Information We were incorporated in 2011 as Zing Enterprises, Inc., a Delaware corporation. In 2012, we changed our name to Ibotta, Inc. Our principal executive office is located at 1400 16th Street, Suite 600, Denver, Colorado 80202, and our telephone number is 303-593-1633. Our website address is 16 Table o f Contents www.ibotta.com.
This means we prioritize hiring and promoting people who not only have the skills required to perform their respective roles, but also bring diverse perspectives and experiences to their work at Ibotta. We invest in employee development to ensure all employees are prepared for career growth opportunities both at Ibotta and beyond their time with us.
We believe our employee relations are favorable, and we have not experienced any work stoppages. We are strongly committed to maintaining a diverse, equitable, and inclusive workplace. We invest in employee development to ensure all employees are prepared for career growth opportunities both at Ibotta and beyond their time at the Company.
We allow our clients to leverage our APIs to integrate insights from our differentiated access to data into critical apps such as their customer relationship management software, marketing analytics tools, and more. Our APIs allow our core technology stack to extend to our constituents and their respective platforms.
We built our technology platform to be highly flexible and scalable with our API-first design, enabling clients, publishers, and retailers to seamlessly integrate with us. We allow our publisher partners to leverage our APIs in apps such as their customer relationship management software, marketing analytics tools, and more.
Additionally, we provide CPG brands with insights derived from our robust item-level purchase data in order to improve their understanding of the consumer landscape and their associated promotional activities. Our platform records the number of offers redeemed in any given campaign and invoices our clients for the total value of those offers, along with our agreed upon fee-per-sale commission.
Our platform records the number of offers redeemed in any given campaign. We use that information to invoice our clients for the total value of those redemptions, along with our agreed upon fee-per-redemption commission. For most campaigns, we typically invoice our clients on a monthly basis.
On third-party publisher properties, consumers do not need an Ibotta account or mobile app to redeem offers. 8 Table o f Contents The above components of our network work together to create interconnected flywheels that can over time strengthen and accelerate the value of the IPN for our constituents. CPG brand flywheel .
We use AI/ML tools as part of our technology platform, and we continue to evaluate additional opportunities for applications of these tools as our platform evolves and as new AI/ML tools become available. 8 Table o f Contents Our flywheel The above components of our network work together to create interconnected flywheels that can, over time, strengthen and accelerate the value of the IPN for our stakeholders.
Our third-party publisher properties include white-label retailer loyalty programs powered by Ibotta, while our D2C properties include our Ibotta-branded mobile app, website, and browser extension. Cash out options on our third-party publishers vary, but consumers can usually apply cash back rewards to future trips, either in-store or online.
Cash out options on our third-party publishers vary, but consumers can generally apply cash back rewards to future trips or instantly get discounts applied at the point-of-sale, either in-store or online. In some cases, they can also claim their rewards as cash in-store. D2C properties We operate a free mobile app that is available on iOS and Android.
In addition, consumers can also use our website to set up or log into their accounts, redeem offers, and link their bank accounts and withdraw earnings. 11 Table o f Contents Our Technology Platform Ibotta’s technology platform uses an AI-enabled offer engine that is designed to match and distribute the right offer to the right consumer at the right time.
In addition, consumers can use our website to set up or log into their accounts, select offers, and link their bank accounts to withdraw earnings. Our Technology Platform Our technology platform is the engine of our business. Fueled by a vast repository of data, it seamlessly powers every stage of the journey—from campaigns to redemptions to payment.
We leverage our unique cross-retailer, omnichannel, item-level purchase dataset to power proprietary AI models that can be used to predict future purchases, campaign performance, offer redemption velocity, and more. We use natural language processing, machine learning, and large language models to clean, categorize, and enhance the purchase data we process and then make it available via our data platform.
We use AI/ML tools as part of our technology platform, and we continue to evaluate additional opportunities for applications of these tools as our platform evolves and as new AI/ML tools become available. We leverage our unique dataset to power proprietary models that can be used to predict campaign performance, offer redemption velocity, and more.
The Ibotta Performance Network The IPN provides an at-scale success-based marketing solution where we get paid when our client’s promotion results in a sale. By using the IPN, CPG brands, retailers, and their media agencies can create digital offers and distribute them in a coordinated fashion across various publishers.
By using the IPN, clients can create digital offers and distribute them in a coordinated fashion across our D2C properties and our third-party publishers. The key components of the IPN are as follows: Clients . Ibotta sources digital promotions from clients, retailers, and their media buying agencies.
Our systems are able to track which offers have been selected by consumers in real-time, match offers to the specific qualifying products that have been purchased, and log redemptions accordingly.
Our technology platform tracks which offers have been selected by consumers, matches offers to the specific qualifying products that have been purchased, and logs redemptions accordingly. Our in-flight campaign tracking arms clients with the information they need to measure the efficacy of their campaigns and to optimize campaign performance and manage their budgets accordingly.
We believe publishers value Ibotta’s expertise in designing and operating widely used digital offer programs. 10 Table o f Contents For Consumers Consumers redeem offers through our third-party publisher properties or directly on our D2C properties.
For Consumers Consumers redeem offers through our third-party publisher properties or directly on our D2C properties. Third-party publisher properties Consumers can access offers powered by Ibotta on third-party publishers’ digital properties.
Our ability to drive sales for our clients turns in large part on our advanced capabilities in campaigns and offers. We believe Ibotta attracts consumers by allowing them to maximize savings, which we are able to do through the volume, quality, and personalization of the offers we provide.
Our ability to drive sales for our clients turns in large part on our advanced capabilities in campaigns and offers, including campaign creation, offer syndication, personalization, search, segmentation of offers where available, and distribution configuration. These capabilities allow our clients to create, launch, and execute successful campaigns and enable our consumers to maximize their savings. Purchases and redemptions .
As offers become easier to redeem, more consumers use them, which in turn attracts greater investments in offers from CPG brands, which we believe ultimately results in more consumers using the retailer’s loyalty program. The network dynamics inherent in Ibotta’s business create a strong competitive advantage.
We believe that the network dynamics inherent in Ibotta’s business create a strong competitive advantage. The more offers our clients sponsor, the greater value we can deliver to consumers, and the more likely that they continue to engage with our network.
We aim to shift clients’ marketing budgets from other marketing channels, including other promotions vehicles, to Ibotta. Our sales method varies to suit the needs of our clients. For smaller, more centralized clients, we may interface directly with the client’s Chief Marketing Officer.
Client partnerships We continue to scale by deepening our collaboration with our existing clients and attracting new clients to our network. We aim to shift clients’ marketing budgets from other marketing channels, including other promotions vehicles, to Ibotta.
This team works with cross-functional resources from Ibotta’s marketing, sales, product design, and technical teams to provide best practices and consultative support to publishers on an ongoing basis. Our business development team works to establish new partnerships across several target verticals, including grocery, mass, and pharmacy retailers, as well as delivery service providers, specialty retailers, and non-retailer publishers.
Our business development team works to expand the IPN by establishing new publisher partnerships across several target verticals, including grocery, mass, and pharmacy retailers, as well as delivery service providers, specialty retailers, and other non-retailer publishers. The business development team’s efforts are centered around acquiring top strategic publishers that have large audiences and can fuel the expansion of our network.
Certain aspects of this process can be done on a self-serve basis, while others are accomplished with help from our account managers. Technology platform. Our cloud-based, AI-enabled technology platform tracks which offers are selected by consumers, matches offers to the products that have been purchased, logs redemptions, handles the flow of funds, and manages downstream billing and logistics.
We receive different amounts of data from different third-party publishers to enhance our tools and technologies. Technology platform . Our platform, described in further detail below, tracks which offers are selected by consumers, matches offers to the products that have been purchased, logs redemptions, and manages budgets and billing.
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We have strategic relationships with Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar, a subsidiary of Dollar Tree, Inc. (Family Dollar), Maplebear, Inc. (Instacart), and DoorDash, Inc. (announced in January 2025 but not yet launched) among others, who are third-party publishers on the IPN and use our digital offers to power their loyalty programs on a white-label basis.
Added
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), and DoorDash, Inc.
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As of December 31, 2024, we had over 830 clients, representing over 2,600 CPG brands, to source exclusive digital offers. Most of our offers cover products in non-discretionary categories, such as grocery, but we continue to grow our general merchandise categories, such as toys, clothing, beauty, electronics, pet, home goods, and sporting goods.
Added
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. In 2025, we introduced LiveLift™, a set of capabilities designed to help brands drive incremental sales at scale in a more cost-efficient manner.
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These publishers currently include large retailers, which display our offers on their properties, as well as Ibotta D2C properties.
Added
LiveLift™ enables more sophisticated projections and profitability metrics, including incremental sales and cost-per-incremental-dollar (CPID), to help our clients achieve the desired scale or efficiency for their promotions. We also have partnerships with Circana and ABCS Insights, which allow our clients to obtain third-party validation of the impact of their digital promotion campaigns via sales lift studies.
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The IPN is enabled by our proprietary, Artificial Intelligence (AI) enabled technology platform, 7 Table o f Contents which takes advantage of a unique set of purchase data that we receive through our third-party publishers, D2C properties and point of sale (POS) integrations with retailers. The key components of our network are as follows: Clients .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese risks include, but are not limited to, the following: • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be profitable. • 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 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. • We are also dependent on our publishers to take steps to integrate with the IPN and to maximize and encourage offer redemption, including decisions relating to user experience and design, marketing, and proper maintenance of their technology. • If we fail to maintain or grow offer supply and redemptions on our network, our revenues and business may be negatively affected. • 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 brands or add new CPG brands. • We may not be able to sustain our revenue growth rate. • We provide content to publishers indirectly through technology partners and 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 those partners. • We expect a number of factors to cause our results of operations to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance. • 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. • Competition presents an ongoing threat to the success of our business. • 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 retailers. • If we fail to effectively manage our growth, our business, financial condition, results of operations, and prospects could be materially adversely affected. 20 Table o f Contents • We have a limited operating history and operate in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. • We are making substantial investments to capitalize on new and unproven business opportunities and expect to increase such investments in the future.
Biggest changeThese risks include, but are not limited to, the following: • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be profitable. • Our business, financial condition, results of operations, and prospects could be materially adversely affected if we fail to maintain or grow offer supply and redemptions on our network. • 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 clients or add new clients. • 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, 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. • We are also dependent on our publishers to take steps to integrate with the IPN and to maximize and encourage offer redemption, including decisions relating to user experience and design, marketing, and proper maintenance of their technology. • We may not be able to grow our revenue. • We provide content to publishers indirectly through technology partners and 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 those partners. • 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 in the future make, it difficult to predict our future performance. • 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. • We are making substantial investments 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.
Historically, we have been affected by seasonality, with our business historically having higher revenues in the fourth quarter of each fiscal year, mirroring that of consumer retail and e-commerce markets, where demand increases during the fourth quarter holiday season and decreases in the first quarter.
Historically, we have been affected by seasonality, with our business having higher revenues in the fourth quarter of each fiscal year, mirroring that of consumer retail and e-commerce markets, where demand increases during the fourth quarter holiday season and decreases in the first quarter.
Internet search engines drive traffic to our network, and our new consumer growth could decline. If we fail to appear prominently in search results, our business, financial condition, results of operations, and prospects could be materially adversely affected.
Internet search engines drive traffic to our network, and if we fail to appear prominently in search results, our new consumer growth could decline, and our business, financial condition, results of operations, and prospects could be materially adversely affected.
Any changes in such systems and app marketplaces that degrade the presentation or functionality of our apps and/or browser extension or give preferential treatment to our competitors’ apps or browser extensions could adversely affect our platform’s usage on mobile and desktop devices.
Any changes in such systems and app marketplaces that degrade the presentation or functionality of our app and/or browser extension or give preferential treatment to our competitors’ apps or browser extensions could adversely affect our platform’s usage on mobile and desktop devices.
Leach and do not believe any amount of key man insurance would allow us to recover from the harm to our business if Mr. Leach were to leave us for any reason. Similarly, members of our senior management team and key employees are highly sought after, and others may attempt to encourage these executives to leave us.
Leach and do not believe any amount of key man insurance would allow us to recover from the harm to our business if Mr. Leach were to leave us for any reason. Similarly, members of our senior management team and key employees are highly sought after, and others may attempt to encourage these executives and employees to leave us.
Using device identifiers (including Google AdID and Apple IDFA), cookies, and other tracking technologies, we, our integrated retailers, publishers, and other data providers, collect information about the interactions of consumers with our retailers’ digital and in-store properties, our owned and operated properties, and certain other publisher sites and mobile apps, as well as other data such as location.
Using device identifiers (including Google AdID and Apple IDFA), cookies, and other tracking technologies, we, our publishers, integrated retailers, and other data providers, collect information about the interactions of consumers with our retailers’ digital and in-store properties, our owned and operated properties, and certain other publisher sites and mobile apps, as well as other data such as location.
Our ability to successfully leverage such data depends on our continued ability to access, use, and share such data, which can be restricted by a number of factors, including consumer choice; the success in obtaining consumer consent; restrictions imposed by our integrated retailers, publishers, and other data partners or other third parties; restrictions imposed by web browser developers or other software developers, or operating system platforms; changes in technology, including changes in web browser technology; and new developments in laws, regulations, and industry standards.
Our ability to successfully leverage such data depends on our continued ability to access, use, and share such data, which can be restricted by a number of factors, including consumer choice; the success in obtaining consumer consent; restrictions imposed by our publishers, integrated retailers, and other data partners or other third parties; restrictions imposed by web browser developers or other software developers, or operating system platforms; changes in technology, including changes in web browser technology; and new developments in laws, regulations, and industry standards.
Our computing infrastructure service providers have no obligation to renew their agreements with us on commercially reasonable terms or at all, the terms of our agreements with such providers can change for many reasons and as we increase our usage of such providers, any of which could increase our expenses.
Our computing infrastructure service providers have no obligation to renew their agreements with us on commercially reasonable terms or at all, and the terms of our agreements with such providers can change for many reasons and as we increase our usage of such providers, any of which could increase our expenses.
We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.
We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.
Alcoholic beverage manufacturers, wholesalers, retailers, and their investors are subject to federal and state “tied-house” laws (Tied-House Laws) that restrict investments between the three tiers of the alcoholic beverage industry (the manufacturing tier, the wholesale tier, and the retail tier). Tied-House Laws change frequently, differ from state to state, and present a complex and inconsistent regulatory environment.
Alcoholic beverage manufacturers, wholesalers, retailers, and their investors are subject to federal and state “Tied-House” laws that restrict investments between the three tiers of the alcoholic beverage industry (the manufacturing tier, the wholesale tier, and the retail tier). Tied-House laws change frequently, differ from state to state, and present a complex and inconsistent regulatory environment.
We and our employees, agents, representatives, business partners, or third-party intermediaries may therefore have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners, or third-party intermediaries even if we do not authorize such activities.
We and our employees, agents, representatives, business partners, or third-party intermediaries may therefore have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities, and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners, or third-party intermediaries even if we do not authorize such activities.
Risks Related to Ownership of Our Class A Common Stock The dual class stock structure of our common stock concentrates voting control with Bryan Leach, our Founder, Chief Executive Officer, President, and Chairman of our board of directors, which will generally preclude our stockholders’ ability to influence the outcome of matters submitted to our stockholders for approval, subject to limited exceptions, 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.
Risks Related to Ownership of Our Class A Common Stock The dual class stock structure of our common stock concentrates voting control with Bryan Leach, our Founder, Chief Executive Officer, President, and Chairman of our board of directors, which, subject to limited exceptions, will generally preclude our stockholders’ ability to influence the outcome of matters submitted to our stockholders for approval, 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.
Although we do not expect to rely on the “controlled company” exemption under the listing standards of the New York Stock Exchange, we expect to have the right to use such exemption, and therefore we could in the future avail ourselves of certain reduced corporate governance requirements. As a result of our dual class common stock structure, Mr.
Although we do not expect to rely on the “controlled company” exemption under the listing standards of the New York Stock Exchange, we have the right to use such exemption, and therefore we could in the future avail ourselves of certain reduced corporate governance requirements. As a result of our dual class common stock structure, Mr.
The fact that our warrant holders can sell substantial amounts of our Class A common stock in the public market could make it more difficult for us to raise additional funds through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate, or at all.
The fact that our warrant holders can sell substantial amounts of our Class A common stock in the public market could make it more difficult for us to raise additional funds through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate, or at all.
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.
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.
Further, any such actual or perceived breach or incident, or any actual or perceived failure by us to comply with security-related contractual obligations, may increase the likelihood and frequency of audits we face under our contracts with certain clients and publishers, which is likely to increase our costs and may disrupt our operations, and may result in claims, demands, and other proceedings and clients or publishers ending their relationships with us.
Further, any such actual or perceived breach or incident, or any actual or perceived failure by us to comply with security-related contractual obligations, may increase the likelihood and frequency of audits we face under our contracts with certain clients, publishers, and retailers, which is likely to increase our costs, may disrupt our operations, and may result in claims, demands, and other proceedings, and clients, publishers, or retailers ending their relationships with us.
We rely on mobile operating systems and app marketplaces to make our apps available to consumers, and if we do not effectively operate with or receive favorable placements within such app marketplaces and maintain reviews from consumers, our usage or brand recognition could decline and our business, financial results, results of operations, and prospects could be materially adversely affected.
We rely on mobile operating systems and app marketplaces to make our app available to consumers, and if we do not effectively operate with or receive favorable placements within such app marketplaces and maintain reviews from consumers, our usage or brand recognition could decline and our business, financial results, results of operations, and prospects could be materially adversely affected.
These claims could result in litigation and could require us to comply with onerous conditions or restrictions on these solutions, purchase a costly license, or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources.
These claims could result in litigation and could require us to comply with onerous conditions or restrictions on our solutions, purchase a costly license, or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be materially adversely affected. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be materially adversely affected. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes.
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.
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 financial statements and related notes, before making an investment decision.
Search engines may also adopt a more aggressive auction-pricing system for keywords that would cause us to incur higher advertising costs or reduce our market visibility to prospective consumers. Our website has experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future.
Search engines may also adopt a more aggressive auction-pricing system for keywords that would cause us to incur higher advertising costs or reduce our market visibility to prospective consumers. Our website has experienced fluctuations in search result rankings, and we anticipate similar fluctuations in the future.
In addition, we have in the past encountered, and may in the future encounter, difficulty collecting our accounts receivable and could be exposed to risks associated with uncollectible accounts receivables, particularly since some of our clients are emerging brands. Also, our larger clients generally have longer payment terms, which impact the timing of our collections.
In addition, we have encountered, and may in the future encounter, difficulty collecting our accounts receivable and could be exposed to risks associated with uncollectible accounts receivables, particularly since some of our clients are emerging brands. Also, our larger clients generally have longer payment terms, which impact the timing of our collections.
See the risk factor below titled, “Our business is subject to complex and evolving laws, regulations, and industry standards, and unfavorable interpretations of, or changes in, or our actual and perceived failure to comply with these laws, regulations, and industry standards could materially adversely affect our business, financial condition, results of operations, and prospects” for additional information.
See the risk factor titled, “Our business is subject to complex and evolving laws, regulations, and industry standards, and unfavorable interpretations of, or changes in, or our actual and perceived failure to comply with these laws, regulations, and industry standards could materially adversely affect our business, financial condition, results of operations, and prospects” for additional information.
These regulations and laws change frequently, differ from state to state, and present a complex 54 Table o f Contents and sometimes inconsistent regulatory environment. There is no assurance that we will always be in compliance with these regulations and laws, or that we will be able to comply with all future versions of such regulations and laws.
These regulations and laws may change frequently, differ from state to state, and present a complex and sometimes inconsistent regulatory 54 Table o f Contents environment. There is no assurance that we will always be in compliance with these regulations and laws, or that we will be able to comply with all future versions of such regulations and laws.
We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, particularly after we are no longer an “emerging growth company,” which could materially adversely affect our business, financial condition, results of operations, and prospects.
We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, particularly as we are no longer an “emerging growth company,” which could materially adversely affect our business, financial condition, results of operations, and prospects.
These Data Protection Laws require covered companies to make certain disclosures about their Processing practices and, subject to certain exceptions, provide consumers with certain rights regarding their personal data, including the rights to access, delete, and correct personal data, as well as rights to opt out of the sale of personal information, opt out of targeted advertising, and opt out of other specific types of Processing activities.
Data Protection Laws require covered companies to make certain disclosures about their Processing practices and, subject to certain exceptions, provide consumers with certain rights regarding their personal data, including the rights to access, delete, and correct personal data, as well as rights to opt out of the sale of personal information, opt out of targeted advertising, and opt out of other specific types of Processing activities.
The Credit Agreement, which matures on December 5, 2029, provides us with revolving commitments in an aggregate principal amount of $100 million , a letter of credit sub-facility of up to $10 million, and a swingline loan sub-facility of up to $10 million . Loans drawn under the Credit Agreement will bear interest while outstanding.
The Credit Agreement, which matures on December 5, 2029, provides us with revolving commitments in an aggregate principal amount of $100.0 million , a letter of credit sub-facility of up to $10.0 million, and a swingline loan sub-facility of up to $10.0 million . Loans drawn under the Credit Agreement will bear interest while outstanding.
Further, our development efforts with respect to new technologies could distract management from current operations and divert capital and other resources from other initiatives. We have scaled our business rapidly, and significant new platform features and solutions have in the past resulted in, and in the future may continue to result in, operational challenges affecting our business.
Further, our development efforts with respect to new technologies could distract management from current operations and divert capital and other resources from other initiatives. We have scaled our business rapidly, and significant new platform features and solutions have resulted in, and in the future may continue to result in, operational challenges affecting our business.
In response to this decision, California and a number of states implemented their own net neutrality rules which mirrored parts of the repealed federal regulations. In October 2023, the FCC voted to begin the process of reinstating substantially all of the net neutrality rules that had been in place prior to the 2018 repeal.
In response to this decision, California and a number of other states implemented their own net neutrality rules which mirrored parts of the repealed federal regulations. In October 2023, the FCC voted to begin the process of reinstating substantially all of the net neutrality rules that had been in place prior to the 2018 repeal.
We allow our clients and publishers to use application programming interfaces (APIs) with our platform, which could result in outages or security breaches and materially adversely impact our business, financial condition, results of operations, and prospects. The use of APIs by our clients and publishers has significantly increased in recent years.
We allow our clients and publishers to use application programming interfaces (APIs) with our platform, which could result in outages or security breaches and materially adversely impact our business, financial condition, results of operations, and prospects. The use of APIs by our clients, publishers, and retailers has significantly increased in recent years.
In addition, we may in the future be subject to claims that employees or contractors, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of third parties. Because patent applications can take years to issue from U.S.
In addition, we may in the future be subject to claims that we, our employees, or our contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of third parties. Because patent applications can take years to issue from the U.S.
For instance, with the increased focus on the use of data for advertising, the anticipation and expectation of future laws, regulations, standards, and other obligations could impact us and our existing and potential clients or publishers and delay certain partnerships or deals until there is greater certainty.
For instance, with the increased focus on the use of data for advertising, the anticipation of future laws, regulations, standards, and other obligations could impact us and our existing and potential clients or publishers and delay certain partnerships or deals until there is greater certainty.
We have contractual and legal obligations to notify relevant stakeholders of certain security breaches and incidents. Any such disclosures could be costly, lead to negative publicity, and cause our clients, publishers, or consumers to lose confidence in the effectiveness of our security measures.
We have contractual and legal obligations to notify relevant stakeholders of certain security breaches and incidents. Any such disclosures could be costly, lead to negative publicity, and cause our clients, publishers, retailers, or consumers to lose confidence in the effectiveness of our security measures.
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 and other consumer data (Data Protection Laws).
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).
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of Ibotta more difficult, including the following: • certain amendments to our amended and restated certificate of incorporation or our amended and restated bylaws require the approval of at least 66 2/3% of the voting power of our then-outstanding and issued capital stock; • our board of directors is classified into three classes of directors with staggered three-year terms and stockholders will only be permitted to remove directors from office for cause from and after the Voting Threshold Date (as defined in our amended and restated certificate of incorporation) and for so long as the board is classified; • our dual class common stock structure generally provides Bryan Leach, our Founder, Chief Executive Officer, President, and Chairman of our board of directors, with the ability to determine the outcome of matters requiring stockholder approval, subject to limited exceptions, even if he owns significantly less than a majority of the shares of our outstanding capital stock; • from and after the Voting Threshold Date (as defined in our amended and restated certificate of incorporation), our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; • our amended and restated certificate of incorporation does not permit cumulative voting; • vacancies and other unfilled seats on our board of directors will be able to be filled only by our board of directors and not by stockholders; • a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, our President, or the board of directors acting pursuant to a resolution adopted by a majority of the total number of authorized directors whether or not there exist any vacancies or unfilled seats in previously authorized directorships on our board of directors; • unless we consent in writing to the selection of an alternative forum, certain litigation against us or our directors, officers, stockholders, or employees can only be brought in Delaware; • our amended and restated certificate of incorporation authorizes $100 million shares of undesignated preferred stock, the terms of which may be established and shares of which may be issued by the board of directors without further action by our stockholders, except that the approval of a majority of the outstanding shares of Class B common stock is required for the issuance of any shares of capital stock having the right to more than one vote per share; and • advance notice procedures apply for stockholders to nominate candidates for election as directors at an annual or special meeting of stockholders or to propose business before an annual meeting of stockholders.
In addition, our amended and restated certificate 62 Table o f Contents of incorporation and amended and restated bylaws contain provisions that may make the acquisition of Ibotta more difficult, including the following: • certain amendments to our amended and restated certificate of incorporation or our amended and restated bylaws require the approval of at least 66 2/3% of the voting power of our then-outstanding and issued capital stock; • our board of directors is classified into three classes of directors with staggered three-year terms and stockholders will only be permitted to remove directors from office for cause from and after the Voting Threshold Date (as defined in our amended and restated certificate of incorporation) and for so long as the board is classified; • our dual class common stock structure generally provides Bryan Leach, our Founder, Chief Executive Officer, President, and Chairman of our board of directors, with the ability to determine the outcome of matters requiring stockholder approval, subject to limited exceptions, even if he owns significantly less than a majority of the shares of our outstanding capital stock; • from and after the Voting Threshold Date (as defined in our amended and restated certificate of incorporation), our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; • our amended and restated certificate of incorporation does not permit cumulative voting; • vacancies and other unfilled seats on our board of directors will be able to be filled only by our board of directors and not by stockholders; • a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, our President, or the board of directors acting pursuant to a resolution adopted by a majority of the total number of authorized directors whether or not there exist any vacancies or unfilled seats in previously authorized directorships on our board of directors; • unless we consent in writing to the selection of an alternative forum, certain litigation against us or our directors, officers, stockholders, or employees can only be brought in Delaware; • our amended and restated certificate of incorporation authorizes 100 million shares of undesignated preferred stock, the terms of which may be established and shares of which may be issued by the board of directors without further action by our stockholders, except that the approval of a majority of the outstanding shares of Class B common stock is required for the issuance of any shares of capital stock having the right to more than one vote per share; and • advance notice procedures apply for stockholders to nominate candidates for election as directors at an annual or special meeting of stockholders or to propose business before an annual meeting of stockholders.
Further, we could be compelled to provide additional disclosures to our consumers, obtain additional consents from our consumers before collecting, using, or disclosing their information, delete information collected, or implement new safeguards or business processes to help individuals manage our use of their information, among other changes.
Further, we could be compelled to provide additional disclosures to our consumers, obtain additional consents from our consumers before collecting, using, or disclosing their information, delete information collected, or implement new safeguards or business processes to help consumers manage our use of their information, among other changes.
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.
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.
To manage the growth of our operations and personnel and improve the technology that supports our business operations, as well as our financial and management systems, disclosure controls and procedures, and internal controls over financial reporting, we will be required to commit substantial financial, operational, and technical resources.
To manage the anticipated growth of our operations and personnel and improve the technology that supports our business operations, as well as our financial and management systems, disclosure controls and procedures, and internal controls over financial reporting, we will be required to commit substantial financial, operational, and technical resources.
Additionally, we may not realize, or there may be limits to, the efficiencies we expect to achieve through our efforts to scale the business, reduce friction in the direct-to-consumer (D2C) shopping experience, client support, and consumer acquisition and onboarding costs.
Additionally, we may not realize, or there may be limits to, the efficiencies we expect to achieve through our efforts to scale the business and reduce friction in the D2C shopping experience, client support, and consumer acquisition and onboarding costs.
The revolving loan facility also includes two financial covenants. In general, these financial covenants require us to maintain, (i) an EBITDA to interest ratio of 3.0:1.0 or greater; and (ii) an indebtedness to EBTIDA ratio of 3.0:1.0 or less.
The revolving loan facility also includes two financial covenants. In general, these financial covenants require us to maintain (i) an EBITDA to interest ratio of 3.0:1.0 or greater; and (ii) an indebtedness to EBITDA ratio of 3.0:1.0 or less.
While we use anti-fraud systems, individuals have and could in the future circumvent them using increasingly sophisticated methods or methods that our anti-fraud systems are not able to counteract or detect in a timely manner.
While we use anti-fraud systems, individuals have circumvented, and could in the future circumvent, them using increasingly sophisticated methods or methods that our anti-fraud systems are not able to counteract or detect in a timely manner.
Compliance with Data Protection Obligations is, and is likely to remain, uncertain for the foreseeable future, and our actual or perceived failure to address or comply with them could increase our compliance and operational costs; limit our ability to market our solutions and attract new and retain current publishers, clients, retailers, and consumers; limit or eliminate our ability to Process data; require us to modify our platform or our solutions; require us to delete data; expose us to regulatory scrutiny, actions, investigations, fines, and penalties; result in reputational harm; lead to a loss of business; result in claims, litigation, and liability, including class action litigation; cause us to incur significant costs, expenses, and fees (including attorney fees); cause a material adverse impact to business, financial condition, results of operations, or prospects; and otherwise result in other material harm to our reputation and business (each, an Adverse Data Protection Impact).
Compliance with Data Protection Obligations is, and will likely remain, uncertain for the foreseeable future, and our actual or perceived failure to address or comply with them could increase our compliance and operational costs; limit our ability to market our solutions and attract new and retain current clients, publishers, retailers, and consumers; limit or eliminate our ability to Process data; require us to modify our platform or our solutions; require us to delete data; expose us to regulatory scrutiny, actions, investigations, fines, and penalties; result in reputational harm; lead to a loss of business; result in claims, litigation, and liability, including class action litigation; cause us to incur significant costs, expenses, and fees (including attorney fees); and otherwise cause a material adverse impact to business, financial condition, results of operations, or prospects (each, an Adverse Data Protection Impact).
Continued 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.
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.
We depend in part on mobile operating systems, such as Android, iOS, and Google, and their respective app marketplaces to make our apps and browser extension available to consumers on our network.
We depend in part on mobile operating systems, such as Android, iOS, and Google, and their respective app marketplaces to make our app and browser extension available to consumers on our network.
If we fail to attract new employees or fail to retain and motivate our current employees, our business, financial condition, results of operations, and prospects could be materially adversely affected.
If we fail to attract new employees or fail to onboard, retain, and motivate our current employees, our business, financial condition, results of operations, and prospects could be materially adversely affected.
If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we would be forced to limit or stop sales of our solution and may be unable to compete effectively. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.
If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we could be forced to limit or stop sales of our solution and may be unable to compete effectively. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.
Our amended and restated bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (Securities Act) against any person in connection with any offering of our securities.
Our amended and restated bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act against any person in connection with any offering of our securities.
Acquisitions and strategic alliances could distract management and expose us to financial, execution, and operational risks that could materially adversely affect our business, financial condition, results of operations, and prospects. We have in the past, and may in the future, acquire or make investments in complementary or what we view as strategic businesses, technologies, services, or products.
Acquisitions and strategic alliances could distract management and expose us to financial, execution, and operational risks that could materially adversely affect our business, financial condition, results of operations, and prospects. We have in the past acquired and made, and may in the future acquire or make, investments in complementary or what we view as strategic businesses, technologies, services, or products.
For example, if the content, analyses, or recommendations that AIML solutions or features assist in producing, or if the development or deployment of AIML solutions – including datasets or their Processing to train or create AIML solutions – are or are alleged to be deficient, inaccurate, or biased, or to infringe upon or to have misappropriated third-party intellectual property rights or to violate applicable laws, regulations, or other actual or asserted legal obligations to which we are or may become subject, then our business, financial condition, results of operations, and prospects could be materially adversely affected.
For example, if the content, analyses, or recommendations that AI/ML solutions or features assist in producing, or if the development or deployment of AI/ML solutions – including datasets or their Processing to train or create AI/ML solutions – are or are alleged to be deficient, inaccurate, or biased, or to infringe upon or to have misappropriated third-party intellectual property rights or to violate applicable laws, regulations, or other actual or asserted legal obligations to which we are or may become subject, then our business, financial condition, results of operations, and prospects could be materially adversely affected.
Many of these laws, regulations, and standards are complex and subject to varying interpretations or still evolving and being tested in courts and industry standards are still developing.
Many of these laws, regulations, and standards are complex and subject to varying interpretations or still evolving and being tested in courts, and industry standards are likewise still developing.
While we have taken measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new offerings. If these measures do not succeed, our business, financial condition, results of operations, and prospects could be materially adversely affected.
While we have implemented measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new offerings. If these measures do not succeed, our business, financial condition, results of operations, and prospects could be materially adversely affected.
See the risk factor titled, "We are dependent on technology systems and electronic communications networks that are supplied and managed by third parties, which could result in increased expenses and an inability to prevent or respond to disruptions in our solutions." If we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current and potential publishers, CPG brands, retailers, and/or consumers, which could materially adversely affect our business, financial condition, results of operations, and prospects.
See the risk factor titled, "We are dependent on technology systems and electronic communications networks that are supplied and managed by third parties, which could result in increased expenses and an inability to prevent or respond to disruptions in our solutions." If we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current and potential clients, publishers, retailers, and/or consumers, which could materially adversely affect our business, financial condition, results of operations, and prospects.
If new FCC or other rules directly or inadvertently impose costs on online providers like our business, our expenses may rise, our ability to retain existing users or 55 Table o f Contents attract new users may be impaired, our costs may increase, and our business, financial condition, results of operations, and prospects could be materially adversely affected.
If new FCC or other rules directly or inadvertently impose costs on online providers like our business, our ability to retain existing users or 55 Table o f Contents attract new users may be impaired, our costs may increase, and our business, financial condition, results of operations, and prospects could be materially adversely affected.
We cannot assure you that all of our employees, agents, representatives, business partners, or third-party intermediaries will not take actions in violation of applicable law, for which we may be ultimately held responsible. As we expand into and increase our international sales and business, our risks under these laws may increase.
We cannot assure you that all of our employees, agents, representatives, business partners, or third-party intermediaries will not take actions in violation of applicable law, for which we may be ultimately held responsible. If we expand into and increase our international sales and business, our risks under these laws may increase.
Although our board of directors has authorized the Share Repurchase Program to purchase up to an aggregate of $100 million of the Company’s Class A common stock, the timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
Although our board of directors has authorized the Share Repurchase Program to purchase up to an aggregate of $300 million of the Company’s Class A common stock, the timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
Further, if the insurance coverage we maintain is not adequate to cover losses that occur, or if we are required to purchase additional insurance for other aspects of our business, we could be liable for significant additional costs. Additionally, if any of our insurance providers becomes insolvent, it would be unable to pay any claims that we make.
Further, if the insurance coverage we maintain is not adequate to cover losses that occur, or if we are required to purchase additional insurance for other aspects of our business, we could be liable for significant additional costs. Additionally, if any of our insurance providers becomes insolvent, they would be unable to pay any claims that we make.
Our security measures, and those of companies we may acquire and our service providers, clients, and publishers, could fail or be insufficient, resulting in interruptions or other disruptions to systems, the loss or unavailability of, or unauthorized use or other Processing of our or our clients’, publishers’ or consumers’ data or other data that we or our service providers or partners Process, or other security breaches or incidents.
Our security measures, and those of companies we may acquire and our service providers, clients, publishers, and retailers, could fail or be insufficient, resulting in interruptions or other disruptions to systems, the loss or unavailability of, or unauthorized use or other Processing of our or our clients’, publishers’, retailers’, or consumers’ data or other data that we or our service providers or partners Process, or other security breaches or incidents.
We aim to compete by offering an at-scale solution that hosts a wider range of digital promotions content, allows for a higher degree of targeting and measurement, operates on a fee-per-sale basis, works offline and online, and drives sales across multiple publishers and retailers.
We aim to compete by offering an at-scale solution that hosts a wider range of digital promotions content, allows for a higher degree of targeting and measurement, operates on a fee-per-redemption basis, works offline and online, and drives sales across multiple publishers and retailers.
We regard our trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology, merchant lists, subscriber lists, sales methodology, and similar intellectual property as critical to our success, and we rely on intellectual property law, trade secret protection and confidentiality, and/or license agreements with our employees and others to protect our proprietary rights.
We regard our trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology, client lists, subscriber lists, sales methodology, and similar intellectual property as critical to our success, and we rely on intellectual property law, trade secret protection, confidentiality, and/or license agreements with our employees and others to protect our proprietary rights.
If such clients or publishers on our network were to cease operations, temporarily or permanently, or face financial distress or other business disruption, we may not be able to provide consumers with a sufficient selection of CPG brands and retailers, and they may be less likely to use our network.
If such clients or publishers on our network were to cease operations, temporarily or permanently, or face financial distress or other business disruption, we may not be able to provide consumers with a sufficient selection of clients and retailers, and they may be less likely to use our network.
If any security breach or incident impacts our data or data of one or more consumers, clients, or publishers, if we fail to detect, remediate, and otherwise address an actual or perceived security breach or incident in a timely manner, or if we suffer a cyberattack or other disruption that impacts our ability to operate our apps, systems, or networks, or if any of the foregoing is perceived to have occurred, it could materially adversely affect our reputation, business, financial condition, results of operations, and prospects.
If any security breach or incident impacts our data or data of one or more consumers, clients, publishers, or retailers; if we fail to detect, remediate, and otherwise address an actual or perceived security breach or incident in a timely manner; if we suffer a cyberattack or other disruption that impacts our ability to operate our app, systems, or networks; or if any of the foregoing is perceived to have occurred, it could materially adversely affect our reputation, business, financial condition, results of operations, and prospects.
Further, to the extent we are required to obtain financing at higher borrowing costs to support our operations, we may be unable to offset such costs. Any attempts to offset cost increases with price increases may result in reduced sales, increased client dissatisfaction, or otherwise harm our reputation.
Further, to the extent we are required to obtain financing at higher borrowing costs to support our operations, we may be unable to offset such costs. Any attempts to offset cost increases with fee increases may result in reduced sales, increased client dissatisfaction, or otherwise harm our reputation.
Changes in how webmail apps or other email management tools organize and prioritize email may result in our emails being delivered or routed to a less prominent location in a consumer’s inbox or viewed as “spam” by consumers and may reduce the likelihood of that consumer opening our emails.
Changes in how apps or other tools organize and prioritize email may result in our emails being delivered or routed to a less prominent location in a consumer’s inbox or viewed as “spam” by consumers and may reduce the likelihood of that consumer opening our emails.
If such claims are successful, our business, financial condition, results of operations, and prospects could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and materially adversely affect our business, financial condition, results of operations, and prospects.
If such claims are successful, or even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and materially adversely affect our business, financial condition, results of operations, and prospects.
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 December 31, 2024, Mr.
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 December 31, 2025, Mr.
Certain decisions by publishers could result in an unsuccessful integration of a publisher to the IPN, lower user experience, or delay the addition of a publisher to the IPN, which could materially adversely affect our business, financial condition, results of operations, and prospects.
Certain decisions by publishers could result in an unsuccessful integration of a publisher to the IPN, a poor user experience, or delay the addition of a publisher to the IPN, which could materially adversely affect our business, financial condition, results of operations, and prospects.
These 39 Table o f Contents initiatives also have a high degree of risk, as they involve nascent and unproven business strategies, metrics, and technologies with which we have limited or no prior development or operating experience.
These 34 Table o f Contents initiatives also have a high degree of risk, as they involve nascent and unproven business strategies, metrics, and technologies with which we have limited or no prior development or operating experience.
Developing and launching enhancements to our platform and new solutions on our platform may involve significant technical risks and upfront capital investments that may not generate return on investment. We may use new technologies ineffectively, or we may fail to adapt to emerging industry standards.
Developing and launching enhancements to our platform and new solutions on our platform has, and may continue to, involve significant technical risks and upfront capital investments that may not generate return on investment. We may use new technologies ineffectively, or we may fail to adapt to emerging industry standards.
There are no guarantees that we will be able to recoup such investments and expenses, which could have a material adverse effect on our business, financial condition, results of operations, and prospects. In addition, the length of time that CPG brands, retailers, or publishers devote to their evaluation, contract negotiation, and budgeting processes varies significantly.
There are no guarantees that we will be able to recoup such investments and expenses, which could have a material adverse effect on our business, financial condition, results of operations, and prospects. In addition, the length of time that clients, publishers, or retailers devote to their evaluation, contract negotiation, and budgeting processes varies significantly.
At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal controls over financial reporting is documented, designed, or operating.
Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal controls over financial reporting is documented, designed, or operating.
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 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.
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, 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.
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, 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.
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.
If our cash needs exceed our expectations or we continue to experience growth, we could experience strain in our cash flow, which could adversely affect our operations in the event we are unable to obtain other sources of liquidity.
If our cash needs exceed our expectations or we experience future growth, we could experience strain in our cash flow, which could adversely affect our operations in the event we are unable to obtain other sources of liquidity.
In addition, as we expand our data analytics and other data-related solutions, there may be increased scrutiny on our Processing of data, and we may be subject to new and unexpected laws, regulations, standards, or other obligations.
In addition, as we expand our data analytics and other data-related solutions, we may face increased scrutiny on our Processing of data and may be subject to new and unexpected laws, regulations, standards, or other obligations.
As a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation.
As a result of disclosing information in filings required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation.
We also use data from cookies to help us decide whether and how much to bid on an opportunity to place an advertisement in a certain internet location and at a given time in front of a particular consumer, and we also use location information to customize marketing campaigns and to target certain offers or personalize content.
We also use data from tracking technologies to help us decide whether and how much to bid on an opportunity to place an advertisement in a certain internet location and at a given time in front of a particular consumer, and we also use location information to customize marketing campaigns and to target certain offers or personalize content.
Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and interpreted broadly to generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public and private sector.
Anti-corruption and anti-bribery laws have historically been enforced aggressively and interpreted broadly to generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public and private sector.
Our limited history and experience operating our current business may also negatively impact our ability to plan strategic investments and initiatives to further expand our business and offerings, including to support our publishers, CPG brands, retailers, and consumers, certain of which may require significant capital expenditures and future operating expenses that may be difficult to forecast.
Our limited history and experience operating our current business may also negatively impact our ability to plan strategic investments and initiatives to further expand our business and offerings, including to support our clients, publishers, retailers, and consumers, certain of which may require significant capital expenditures and future operating expenses that may be difficult to forecast.
Factors that could cause fluctuations in the trading price of our Class A common stock include: • price and volume fluctuations in the overall stock market; • volatility in the trading prices and trading volumes of technology stocks; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; 60 Table o f Contents • sales or expected sales of shares of our Class A common stock by us or our stockholders; • failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; • any plans we may have to provide or not to provide financial guidance or projections, which may increase the probability that our financial results are perceived as not in line with analysts’ expectations; • if we do provide financial guidance or projections, any changes in those projections or our failure to meet those projections; • changes in the anticipated future size or growth rate of our addressable markets; • announcements by us or our competitors of new solutions or platform features; • the public’s reaction to our press releases, other public announcements, and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • actual or anticipated changes in our results of operations or fluctuations in our results of operations; • actual or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally; • litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors; • actual or perceived privacy or security breaches or other incidents; • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses, services, or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • changes in accounting standards, policies, guidelines, interpretations, or principles; • any additions or departures of board members, management, or key personnel; • repurchases of our Class A common stock; • the impact of seasonality; • other events or factors, including those resulting from war, incidents of terrorism, or pandemics including the COVID-19 pandemic; and • general economic conditions and slow or negative growth of our markets.
Factors that could cause fluctuations in the trading price of our Class A common stock include the other risk factors described elsewhere in this “Risk Factors” section as well as: • price and volume fluctuations in the overall stock market; • volatility in the trading prices and trading volumes of technology stocks; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales or expected sales of shares of our Class A common stock by us or our stockholders; • failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; • any plans we may have to provide or not provide financial guidance or projections, which may increase the probability that our financial results are perceived as not in line with analysts’ expectations; • if we do provide financial guidance or projections, any changes in those projections or our failure to meet those projections; • changes in the anticipated future size or growth rate of our addressable markets; • announcements by us or our competitors of new solutions or platform features; • the public’s reaction to our press releases, other public announcements, and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • actual or anticipated changes in our results of operations or fluctuations in our results of operations; • actual or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally; 60 Table o f Contents • litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors; • actual or perceived privacy or security breaches or other incidents; • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses, services, or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • changes in accounting standards, policies, guidelines, interpretations, or principles; • any additions or departures of board members, management, or key personnel; • repurchases of our Class A common stock; • the impact of seasonality; • other events or factors, including those resulting from war, incidents of terrorism, or pandemics; and • regulatory and economic uncertainty, general economic conditions, or slow or negative growth of our markets.
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 may offer new products and technologies, pricing, service models, and delivery methods to existing and prospective clients.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAny vulnerabilities identified in this process are triaged by our information security team and handled in accordance with our vulnerability management process. 67 Table o f Contents As of the date of this report, we have not experienced any cybersecurity incidents that have materially affected us, including our business strategy, results of operations, or financial condition.
Biggest changeAs of the date of this report, we have not experienced any cybersecurity incidents that have materially affected us, including our business strategy, results of operations, or financial condition.
For certain risks from cybersecurity threats that may materially affect our business strategy, results of operations, or financial condition, see Item 1A, “Risk Factors,” including the section titled, “ If our security measures or information we collect and maintain are compromised or publicly exposed, publishers, CPG brands, retailers, and consumers may curtail or stop using our platform, and we could be subject to claims, penalties, and fines.” Governance Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face.
For certain risks from cybersecurity threats that may materially affect our business strategy, results of operations, or financial condition, see Item 1A, “Risk Factors,” including the section titled, “ If our security measures or information we collect and maintain are compromised or publicly exposed, clients, publishers, retailers, and consumers may curtail or stop using our platform, and we could be subject to claims, penalties, and fines.” 66 Table o f Contents Governance Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face.
We also engage with a third party to conduct penetration testing at least annually to identify threats and assess their potential impact to system security.
We also engage with a third party to conduct penetration testing at least annually to identify threats and assess their potential impact to system security. Any vulnerabilities identified in this process are triaged by our information security team and handled in accordance with our vulnerability management process.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters is located in Denver, Colorado. We currently lease approximately 76,000 square feet of office space pursuant to a lease agreement that expires in October 2025.
Biggest changeItem 2. Properties Our corporate headquarters is located in Denver, Colorado, where we lease approximately 97,000 square feet of office space pursuant to a lease agreement that expires in 2036. We believe our facilities are adequate to meet our current needs, and that should it be needed, suitable alternative or additional facilities will be available to accommodate our operations.
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In November 2024, we entered into a new lease agreement for approximately 97,000 square feet of office space that expires in 2036, which is expected to become our new corporate headquarters in late 2025.
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We believe that our facilities are adequate to meet our current needs, and that should it be needed, suitable alternative, or additional facilities will be available to accommodate our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, results of operations, and prospects. Defending any legal proceedings is costly and can impose a significant burden on management and employees.
Biggest changeWe are not presently a party to any other litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, results of operations, and prospects. Defending any legal proceedings is costly and can impose a significant burden on management and employees.
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Item 3. Legal Proceedings From time to time, we are involved in various legal proceedings arising from activities in the normal course of business. We also have received and may in the future receive claims asserting we are or may be infringing, misappropriating, or otherwise violating third-party intellectual property rights.
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Item 3. Legal Proceedings On April 17, 2025, a putative securities class action complaint, captioned Fortune v. Ibotta, Inc., et al., No. 25-cv-01213-NYW, was filed in the U.S. District Court for the District of Colorado against the Company, certain of its current and former officers and directors, and the underwriters of the Company's initial public offering.
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On May 21, 2025, a second putative securities class action complaint, captioned Valentine v. Ibotta, Inc., et al., No. 25-cv-01615-NYW, was filed in the U.S. District Court for the District of Colorado against the same defendants. On July 31, 2025, the court consolidated the two cases and appointed a lead plaintiff, purported Ibotta shareholder Mark Tcherkezian, in the consolidated action.
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On October 15, 2025, lead plaintiff filed an amended complaint against the same defendants alleging claims under Securities Act §§ 11, 12(a), and 15, Exchange Act §§ 10(b), 20(a), and 20A, and SEC Rule 10b-5 promulgated thereunder. We intend to defend the case vigorously.
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We are unable to estimate a range of loss, if any, that could result were there to be an adverse final outcome in this action. If an unfavorable outcome were to occur, it is possible that the impact could be material to our results of operations in the period(s) in which any such outcome becomes probable and estimable.
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Additionally, in the ordinary course of its business, the Company may be involved in various legal proceedings involving contractual and employment relationships, patent or other intellectual property rights, and a variety of other matters.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Company may, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The Share Repurchase Program has no expiration date. (2) Excludes other costs such as broker commissions and legal costs. Use of Proceeds None. Item 6. [Reserved]
Biggest changeIn both March 2025 and June 2025, the Board of Directors approved an additional $100.0 million, bringing the total authorization under the Share Repurchase Program to $300.0 million. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The Share Repurchase Program has no expiration date.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index at the market close on April 18, 2024, the date our Class A common stock commenced trading on the NYSE, and its relative performance is tracked through December 31, 2024.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index at the market close on April 18, 2024, the date our Class A common stock commenced trading on the NYSE, and its relative performance is tracked through December 31, 2025.
Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements and contractual restrictions of any then-existing debt instruments, and other factors that our board of directors may deem relevant. 69 Table o f Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Exchange Act or the Securities Act.
Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements and contractual restrictions of any then-existing debt instruments, and other factors that our board of directors may deem relevant. 68 Table o f Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Exchange Act or the Securities Act.
Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders. As of January 31, 2025, there were 5 stockholders of record of our Class B common stock.
Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders. As of January 31, 2026, there were 5 stockholders of record of our Class B common stock.
Our Class B common stock is neither listed on any stock exchange nor traded on any public market. Holders of Record As of January 31, 2025, there were 119 holders of record of our Class A common stock.
Our Class B common stock is neither listed on any stock exchange nor traded on any public market. Holders of Record As of January 31, 2026, there were 83 holders of record of our Class A common stock.
Recent Sales of Unregistered Equity Securities None. 70 Table o f Contents Issuer Purchases of Equity Securities The following table summarizes share repurchase activity for the three months ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) October 1, 2024 to October 31, 2024 69,150 $ 61.97 69,150 $ 80,107 November 1, 2024 to November 30, 2024 174,631 $ 64.97 174,631 $ 68,762 December 1, 2024 to December 31, 2024 — $ — — $ 68,762 243,781 243,781 ______________ (1) On August 22, 2024, the Company announced that the Board of Directors approved a share repurchase program with authorization to purchase up to an aggregate of $100 million of Class A common stock (Share Repurchase Program).
Recent Sales of Unregistered Equity Securities None. 69 Table o f Contents Issuer Purchases of Equity Securities The following table summarizes share repurchase activity for the three months ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) October 1, 2025 to October 31, 2025 536,743 $ 31.62 536,743 $ 72,943 November 1, 2025 to November 30, 2025 562,850 25.95 562,850 58,339 December 1, 2025 to December 31, 2025 1,032,815 $ 22.65 1,032,815 $ 34,950 2,132,408 2,132,408 ______________ (1) On August 22, 2024, the Company announced that the Board of Directors approved a share repurchase program with authorization to purchase up to an aggregate of $100.0 million of Class A common stock (Share Repurchase Program).
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Since there is no published industry or line-of-business index for our business reflective of our performance, nor do we believe we can reasonably identify a peer group, we measure our performance against issuers with similar market capitalizations.
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We selected the Russell 3000 Index because it measures the performance of a broad range of companies with lower market capitalizations than those companies included in the S&P 500 Index.
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(2) Excludes other costs such as broker commissions and the 1% excise tax imposed by the Inflation Reduction Act of 2022. Use of Proceeds None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeBenefit from (provision for) income taxes The benefit from (provision for) income taxes consists primarily of income taxes related to federal and state jurisdictions in which we conduct business, with the exception of the fourth quarter of 2024 when we released our valuation allowance on our deferred tax assets. 80 Table o f Contents Results of Operations The following tables set forth our results of operations in dollars and as a percentage of total revenue for each of the periods presented: Year ended December 31, 2024 2023 (in thousands) Revenue $ 367,254 $ 320,037 Cost of revenue (1) 50,121 43,992 Gross profit 317,133 276,045 Operating expenses (1) : Sales and marketing 139,214 114,756 Research and development 63,271 49,996 General and administrative 82,739 51,633 Depreciation and amortization 3,984 3,661 Total operating expenses 289,208 220,046 Income from operations 27,925 55,999 Interest income (expense), net 9,414 (6,884) Loss on debt extinguishment (9,686) — Other expense, net (3,157) (5,064) Income before benefit from (provision for) income taxes 24,496 44,051 Benefit from (provision for) income taxes 44,246 (5,934) Net income $ 68,742 $ 38,117 _______________ (1) Amounts include stock-based compensation expense as follows (in thousands): Year ended December 31, 2024 2023 Cost of revenue $ 1,484 $ 659 Sales and marketing 39,086 15,420 Research and development 9,325 2,074 General and administrative 26,321 2,015 Total stock-based compensation $ 76,216 $ 20,168 81 Table o f Contents Comparison of the year ended December 31, 2024 and 2023 Revenue Year ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Direct-to-consumer revenue Redemption revenue $ 128,558 $ 163,687 $ (35,129) (21) % Ad & other revenue 58,430 76,151 (17,721) (23) % Total direct-to-consumer revenue 186,988 239,838 (52,850) (22) % Third-party publishers revenue Redemption revenue 180,266 80,199 100,067 125 % Ad & other revenue — — — — % Total third-party publishers revenue 180,266 80,199 100,067 125 % Total Redemption revenue 308,824 243,886 64,938 27 % Ad & other revenue 58,430 76,151 (17,721) (23) % Total revenue $ 367,254 $ 320,037 $ 47,217 15 % Total redemption revenue increased $64.9 million, or 27%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, due to a $100.1 million increase in revenue from third-party publishers, partially offset by a $35.1 million decrease in revenue from the Ibotta D2C properties.
Biggest change(Provision for) benefit from income taxes The (provision for) benefit from income taxes consists primarily of income taxes related to federal and state jurisdictions in which we conduct business, with the exception of 2024 when we released our valuation allowance on our deferred tax assets. 79 Table o f Contents Results of Operations The following tables set forth our results of operations for each of the periods presented (in thousands): Year ended December 31, 2025 2024 (in thousands) Revenue $ 342,389 $ 367,254 Cost of revenue (1) 71,055 50,121 Gross profit 271,334 317,133 Operating expenses (1) : Sales and marketing 118,935 139,214 Research and development 61,082 63,271 General and administrative 88,244 82,739 Depreciation and amortization 3,914 3,984 Total operating expenses 272,175 289,208 (Loss) income from operations (841) 27,925 Interest income, net 10,781 9,414 Loss on debt extinguishment — (9,686) Other expense, net (93) (3,157) Income before (provision for) benefit from income taxes 9,847 24,496 (Provision for) benefit from income taxes (6,272) 44,246 Net income $ 3,575 $ 68,742 _______________ (1) Amounts include stock-based compensation expense, inclusive of common stock warrant expense within sales and marketing, as follows (in thousands): Year ended December 31, 2025 2024 Cost of revenue $ 2,582 $ 1,484 Sales and marketing 18,732 39,086 Research and development 10,271 9,325 General and administrative 21,321 26,321 Total stock-based compensation $ 52,906 $ 76,216 80 Table o f Contents Comparison of the years ended December 31, 2025 and 2024 Revenue Year ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Direct-to-consumer revenue Redemption revenue $ 94,785 $ 128,558 $ (33,773) (26) % Ad & other revenue 45,153 58,430 (13,277) (23) % Total direct-to-consumer revenue 139,938 186,988 (47,050) (25) % Third-party publishers revenue Redemption revenue 202,451 180,266 22,185 12 % Ad & other revenue — — — — % Total third-party publishers revenue 202,451 180,266 22,185 12 % Total Redemption revenue 297,236 308,824 (11,588) (4) % Ad & other revenue 45,153 58,430 (13,277) (23) % Total revenue $ 342,389 $ 367,254 $ (24,865) (7) % Total redemption revenue decreased $11.6 million, or 4%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, due to a $33.8 million decrease in revenue from D2C properties, partially offset by a $22.2 million increase in revenue from third-party publishers.
Interest income (expense), net Interest income (expense), net consists of interest income earned on cash, cash equivalents, and restricted cash, net of interest expense incurred on debt instruments.
Interest income, net Interest income, net consists of interest income earned on cash, cash equivalents, and restricted cash, net of interest expense incurred on debt instruments.
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.
Product 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.
The 2024 Credit Facility also allows the Company to request incremental revolving commitments of up to $100.0 million. As of December 31, 2024, 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.
The 2024 Credit Facility also allows the Company to request incremental revolving commitments of up to $100.0 million. As of December 31, 2025, 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.
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 .
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 and net income as a percentage of revenue, respectively .
Common Stock Warrant On May 17, 2021, we issued the 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 December 31, 2024 were fully exercised, the warrants could provide up to $245.6 million in proceeds to us.
Common Stock Warrant On May 17, 2021, we issued the 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 December 31, 2025 were fully exercised, the warrants could provide up to $245.6 million in proceeds to us.
For additional discussion on our operating leases, refer to Note 8 – Operating Leases to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For additional discussion on our operating leases, refer to Note 8 – Operating Leases to our financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Note that certain figures shown within this section may not recalculate due to rounding. 74 Table o f Contents Performance Metrics The performance metrics below are presented in two categories: direct-to-consumer (D2C) and third-party publishers, which sum to the total metric. The underlying trends and drivers of our D2C business often vary from those of our third-party publisher business.
Note that certain figures shown within this section may not recalculate due to rounding. 73 Table o f Contents Performance Metrics The performance metrics below are presented in two categories: direct-to-consumer (D2C) and third-party publishers, which sum to the total metric. The underlying trends and drivers of our D2C business often vary from those of our third-party publisher business.
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.
Non-GAAP financial measures are subject to limitations and should be read only in conjunction with our financial statements prepared in accordance with GAAP.
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, 2024 compared to the year ended December 31, 2023.
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 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.” Key Factors Affecting Our Performance Our current and future financial performance is primarily driven by the following factors: Ability to source offers.
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.” Key Factors Affecting Our Performance Our current and future financial performance is primarily driven by the following factors: Ability to add offer supply.
Our future cash requirements will depend on many factors, including our pace of growth, the timing and extent of spend to support research and development efforts, the timing of cash collected from clients, the expansion of sales and marketing activities, the introduction of new and enhanced platform offerings, the continuing market acceptance of the platform, and the volume and timing of our share repurchases.
Our future cash requirements will depend on many factors, including our pace of growth, the timing and extent of spend to support research and development efforts, the timing of cash collected from clients, the expansion of sales and marketing activities, the introduction of new and enhanced platform offerings, and the volume and timing of our share repurchases.
Redemptions per redeemer 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.
Redemptions per redeemer 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.
Our significant accounting policies are described in Note 2 - Basis of Presentation and Significant Accounting Pol icies to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, and of these, management believes the following accounting policies involve a greater degree of judgment and complexity and are therefore the most critical in determining the amounts reported in our consolidated financial statements.
Our significant accounting policies are described in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies to our financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, and of these, management believes the following accounting policies involve a greater degree of judgment and complexity and are therefore the most critical in determining the amounts reported in our financial statements.
We define Adjusted EBITDA margin a s Adjusted EBITDA as a percent of revenue. Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measure s of our performance for purposes of business decision-making, including managing expenditures and developing budgets.
We define Adjusted EBITDA margin a s Adjusted EBITDA as a percent of revenue. Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measure s of our performance for purposes of business decision-making, including managing expenditures and developing budgets, and evaluating strategic opportunities.
Ad & other Revenue Our clients may also run advertisements (banners, tiles, newsletters, feature placements, etc.) on Ibotta D2C properties to promote their redemption campaigns. When a consumer clicks on an advertisement, they are linked directly to the associated campaign. Ad products are billed and revenue is recognized as the marketing services are performed.
Ad & other revenue Our clients may also run advertisements (banners, tiles, newsletters, feature placements, etc.) on D2C properties to promote their redemption campaigns. When a consumer clicks on an advertisement, they are linked directly to the associated campaign. Ad product revenue is recognized as the marketing services are performed.
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 publishers or D2C properties, is dependent on our ability to provide an attractive set of offers within our ecosystem and support seamless redemption experiences.
Ability to grow 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 publisher or D2C properties, depends on our ability to provide an attractive set of offers within our ecosystem and support seamless redemption experiences.
For further details regarding credit agreements, see Note 6 - Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For further details regarding the credit agreement, see Note 6 - Long-Term Debt to our financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The fair value of RSUs with only service or performance conditions is equal to the fair value of the underlying common stock at the date of grant. For RSUs with market-based conditions, we determine the 88 Table o f Contents grant date fair value utilizing a Monte Carlo simulation, which incorporates the probability of achievement of the market-based condition.
The fair value of RSUs with only service or performance conditions is equal to the fair value of the underlying common stock at the date of grant. For RSUs with market-based conditions, we determine the grant date fair value utilizing a Monte Carlo simulation, which incorporates the probability of achievement of the market-based condition.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together 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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included in Item 8. Financial Statements and Supplementary Data to this Annual Report on Form 10-K.
We also contract with third-party gift card providers to facilitate the delivery of digital gift card codes and recognize revenue gross of user award but net of the cost of the gift card, at a point in time when the exchange occurs.
We also contract with third-party gift card providers to facilitate the delivery of digital gift cards and recognize revenue gross of reward but net of the cost of the gift card, at a point in time when the exchange occurs.
Operating expenses Sales and marketing Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, common stock warrant expense, self-funded user awards, net of the related breakage, media spend, B2B marketing, software licensing costs, market research, and public relations. Personnel-related costs include salaries, stock-based compensation, bonuses, benefits, taxes, and travel.
Operating expenses Sales and marketing Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, self-funded 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 professional fees. Personnel-related costs include salaries, bonuses, stock-based compensation, benefits, taxes, travel, and restructuring charges.
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 2024 and 2023, D2C redemption revenue per redemption was $1.11 and $1.13, respectively.
Refer to the Results of Operations section below for the disaggregation of revenue by D2C and third-party publisher. D2C redemption revenue per redemption In 2025 and 2024, D2C redemption revenue per redemption was $1.11 and $1.11, respectively. Third-party publisher redemption revenue per redemption In 2025 and 2024, third-party publisher redemption revenue per redemption was $0.79 and $0.79, respectively.
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.
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.
Loss on debt extinguishment Year ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Loss on extinguishment of debt $ 9,686 $ — $ 9,686 NM (1) _______________ (1) NM - not meaningful Loss on extinguishment of debt increased $9.7 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, due to the conversion of the convertible notes into shares of our Class A common stock concurrently upon the closing of the IPO.
Loss on extinguishment of debt Year ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Loss on extinguishment of debt $ — $ 9,686 $ (9,686) (100) % Loss on extinguishment of debt decreased $9.7 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the conversion of the convertible notes into shares of our Class A common stock concurrently upon the closing of the IPO in 2024.
Cash Flows The following table summarizes our cash flows for the periods presented: Year ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 115,917 $ 22,716 Net cash (used in) provided by investing activities (10,201) 19,672 Net cash provided by financing activities 181,383 2,385 Net change in cash, cash equivalents, and restricted cash $ 287,099 $ 44,773 Operating Activities Our collection cycles can vary based on payment practices from our clients, and we are required to pay our third-party publishers within a contractual timeframe, regardless of whether we have collected payment from our client.
Cash Flows The following table summarizes our cash flows for the periods presented: Year ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 95,274 $ 115,917 Net cash used in investing activities (34,303) (10,201) Net cash (used in) provided by financing activities (224,049) 181,383 Net change in cash, cash equivalents, and restricted cash $ (163,078) $ 287,099 Operating Activities Our collection cycles can vary based on payment practices from our clients, and we are required to pay our third-party publishers within a contractual timeframe, regardless of whether we have collected payment from our client.
Liquidity and Capital Resources As of December 31, 2024, our principal sources of liquidity included $349.7 million of cash, cash equivalents, and restricted cash and $99.0 million of available capacity under a revolving line of credit.
Liquidity and Capital Resources As of December 31, 2025, our principal sources of liquidity included $186.6 million of cash and cash equivalents and $99.0 million of available capacity under a revolving line of credit.
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 offer supply and the growth in offer supply relative to the growth of redeemers. For new redeemers, redemption frequency initially increases before stabilizing.
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 in redeemers.
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. 77 Table o f Contents Adjusted EBITDA and Adjusted EBITDA Margin We define Adjusted EBITDA as n et i ncome (loss), adjusted to exclude interest (income) expense, net, depreciation and amortization expense, stock-based compensation expense, change in fair value of derivative, loss on debt extinguishment, provision for (benefit from) income taxes, and other expense, net .
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. 76 Table o f Contents Adjusted EBITDA and Adjusted EBITDA Margin 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, change in fair value of derivative, loss on debt extinguishment, restructuring charges, and other expense, net .
User award costs also include user awards 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 and acquire new publishers and clients.
Reward costs also include rewards 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 platform, acquire new publishers, and grow revenue.
Ad products run in conjunction with the associated redemption campaign, either over the entire redemption campaign life or some portion of it. We recognize revenue from client run advertisements on a gross basis as we act as the principal in the transaction.
Ad products often run in conjunction with an associated redemption campaign, either over the entire redemption campaign life or some portion of it. We recognize revenue from client run advertisements on a gross basis as we believe we act as the principal in the transaction. We also offer data licensing and audience targeting services.
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.
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.
The following table provides a reconciliation of n et income (loss) to Adjusted EBITDA and n et income (loss) as a percentage of revenue to Adjusted EBITDA margin for each of the periods presented (in thousands, except percentages): Year ended December 31, 2024 2023 Net income $ 68,742 $ 38,117 Add (deduct): Interest (income) expense, net (9,414) 6,884 Depreciation and amortization (1) 8,080 6,664 Stock-based compensation (2) 76,216 20,168 Change in fair value of derivative 3,085 5,000 Loss on debt extinguishment 9,686 — Provision for (benefit from) for income taxes (44,246) 5,934 Other expense, net (3) 71 65 Adjusted EBITDA $ 112,220 $ 82,832 Revenue $ 367,254 $ 320,037 Net income as a percent of revenue 19 % 12 % Adjusted EBITDA margin 31 % 26 % _______________ (1) A mortization of capitalized software development costs included in cost of revenue during the years ended December 31, 2024 and 2023 was $4.1 million and $3.0 million , respectively.
The following table provides a reconciliation of n et income to Adjusted EBITDA and n et income as a percentage of revenue to Adjusted EBITDA margin for each of the periods presented (in thousands, except percentages): Year ended December 31, 2025 2024 Net income $ 3,575 $ 68,742 Add (deduct): Interest income, net (10,781) (9,414) Provision for (benefit from) income taxes 6,272 (44,246) Depreciation and amortization (1) 8,320 8,080 Stock-based compensation (2) 52,906 76,216 Change in fair value of derivative — 3,085 Loss on debt extinguishment — 9,686 Restructuring charges 2,496 — Other expense, net (3) 93 71 Adjusted EBITDA $ 62,881 $ 112,220 Revenue $ 342,389 $ 367,254 Net income as a percent of revenue 1 % 19 % Adjusted EBITDA margin 18 % 31 % _______________ (1) A mortization of capitalized software development costs included in cost of revenue during the years ended December 31, 2025 and 2024 was $4.4 million and $4.1 million , respectively.
This change was driven primarily by offer mix. Total redemption revenue per redemption In 2024 and 2023, total redemption revenue per redemption was $0.90 and $0.95, respectively. Non-GAAP Measures To supplement our consolidated financial statements prepared and presented in accordance with U.S. generally accepted accounting policies (GAAP), we use certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA margin.
Total redemption revenue per redemption In 2025 and 2024, total redemption revenue per redemption was $0.87 and $0.90, respectively. Non-GAAP Measures To supplement our financial statements prepared and presented in accordance with U.S. generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA margin.
Ibotta D2C redemptions per redeemer In 2024 and 2023, D2C redemptions per redeemer were approximately 62.3 and 70.9, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer. 76 Table o f Contents Third-party publisher redemptions per redeemer In 2024 and 2023, third-party publisher redemptions per redeemer were approximately 17.8 and 18.0, respectively.
The decrease was driven by the quantity and quality of offers available to each D2C redeemer. 75 Table o f Contents Third-party publisher redemptions per redeemer In 2025 and 2024, third-party publisher redemptions per redeemer were approximately 15.4 and 17.8, respectively. The decrease was driven by the quantity and quality of offers available to each third-party publisher redeemer.
User award costs net of breakage recorded in cost of revenue are associated with awards earned from gift card purchases and sponsored user awards 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.
Personnel-related costs include salaries, stock-based compensation, benefits, and bonuses. 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.
By their nature, these estimates and judgments are 87 Table o f Contents subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates.
By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and may involve reliance on complex IT systems. Actual results could differ materially from the amounts reported based on these estimates.
Cost of revenue Cost of revenue consists primarily of personnel-related costs attributable to personnel in our engineering department who maintain our platform, data hosting costs, revenue share with third-party publishers, amortization of platform-related software development costs, certain user award costs net of breakage, software licensing costs, and processing fees. Personnel-related costs include salaries, benefits, stock-based compensation, and bonuses.
Cost of 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 departments who maintain our platform, data hosting costs, amortization of platform-related software development costs, certain reward costs net of breakage, software licensing costs, and processing fees.
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 category mix of offers being redeemed and the impact of inflation on a product’s manufacturer’s suggested retail price (MSRP) .
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) .
As of December 31, 2024, we had over 830 clients, representing over 2,600 CPG brands, to source exclusive digital offers. Most of our offers cover products in non-discretionary categories, such as grocery, but we continue to grow our general merchandise categories, such as toys, clothing, beauty, electronics, pet, home goods, and sporting goods.
As of December 31, 2025, we worked with over 900 clients, representing over 3,100 CPG brands, to source exclusive digital offers. Most of our offers cover products in non-discretionary categories, such as grocery, but we also source offers for general merchandise categories, such as toys, clothing, beauty, electronics, pet, and home goods.
The number of redemptions are 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 grow as we increase budgets with existing clients and/or add new CPG brands as clients. In addition, redemptions grow from adding publishers and redeemers, and/or increasing engagement from existing redeemers.
The number of redemptions is 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 change as budgets increase or decrease with existing clients and/or as we add or lose CPG brands as clients.
Other expense, net Year ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Other expense, net $ 3,157 $ 5,064 $ (1,907) (38) % Other expense, net, decreased $1.9 million , or 38% , during the year ended December 31, 2024, compared to the year ended December 31, 2023, due to a $1.9 million decrease in the loss on the convertible notes derivative liability, which was settled in connection with the IPO. 84 Table o f Contents Benefit from (provision for) income taxes Year ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Benefit from (provision for) income taxes $ 44,246 $ (5,934) $ 50,180 NM (1) _______________ (1) NM - not meaningful Benefit from income taxes increased $50.2 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the release of our $58.6 million valuation allowance recorded against our deferred tax assets, partially offset by the impact of non-deductible items, including certain stock-based compensation and executive compensation costs.
Other expense, net Year ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Other expense, net $ 93 $ 3,157 $ (3,064) (97) % Other expense, net, decreased $3.1 million , or 97% , during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a $3.1 million decrease in the loss on the convertible notes derivative liability, which was settled in connection with the IPO in 2024. 83 Table o f Contents (Provision for) benefit from income taxes Year ended December 31, Change 2025 2024 $ % (in thousands, except percentages) (Provision for) benefit from income taxes $ (6,272) $ 44,246 $ (50,518) (114) % The provision for income taxes increased $50.5 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the tax benefit from the 2024 valuation allowance release, as well as the impact of non-deductible items including certain executive compensation costs, stock-based compensation, and the tax expenses related to uncertain tax positions.
However, the exercisability of a portion of the Walmart 85 Table o f Contents Warrant is subject to certain performance conditions and forfeiture features, and we cannot make assurance that any such warrant will be exercised.
However, the exercisability of a portion of the Walmart Warrant is subject to certain performance conditions and forfeiture features, and there can be no assurance that any such warrant will be exercised.
The expected volatility is determined with reference to historical stock volatilities of comparable guideline public companies over a period equivalent to the expected term of the award as we do not have an extensive trading history for our common stock. • Expected Term.
The expected volatility is determined with reference to historical stock volatilities of comparable guideline public companies and our own common stock over a period equivalent to the expected term of the award, as we lack sufficient trading history to rely solely on our own common stock. • Expected Term.
Initial Public Offering 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). 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.
Initial Public Offering 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.
Repurchases under the Share Repurchase Program may be made from time to time through open market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (Exchange Act).
Repurchases under the Share Repurchase Program may be made from time to time through open market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors.
Year ended December 31, 2024 2023 (in thousands, except per redeemer and per redemption figures) Redemptions: Direct-to-consumer redemptions 116,095 144,556 Third-party publisher redemptions 228,004 111,641 Total redemptions 344,099 256,197 Redeemers: Direct-to-consumer redeemers 1,864 2,040 Third-party publisher redeemers 12,809 6,192 Total redeemers 14,673 8,232 Redemptions per redeemer: Direct-to-consumer redemptions per redeemer 62.3 70.9 Third-party publisher redemptions per redeemer 17.8 18.0 Total redemptions per redeemer 23.5 31.1 Redemption revenue per redemption: Direct-to-consumer redemption revenue per redemption $ 1.11 $ 1.13 Third-party publisher redemption revenue per redemption 0.79 0.72 Total redemption revenue per redemption $ 0.90 $ 0.95 Redemptions A redemption is a verified purchase of an item qualifying for an offer by a client on the IPN.
Year ended December 31, 2025 2024 (in thousands, except per redeemer and per redemption figures) Redemptions: Direct-to-consumer redemptions 85,048 116,095 Third-party publisher redemptions 255,801 228,004 Total redemptions 340,849 344,099 Redeemers: Direct-to-consumer redeemers 1,634 1,864 Third-party publisher redeemers 16,615 12,809 Total redeemers 18,249 14,673 Redemptions per redeemer: Direct-to-consumer redemptions per redeemer 52.1 62.3 Third-party publisher redemptions per redeemer 15.4 17.8 Total redemptions per redeemer 18.7 23.5 Redemption revenue per redemption: Direct-to-consumer redemption revenue per redemption $ 1.11 $ 1.11 Third-party publisher redemption revenue per redemption 0.79 0.79 Total redemption revenue per redemption $ 0.87 $ 0.90 Redemptions A redemption is a verified purchase of an item qualifying for an offer by a client on the IPN.
We regularly re-evaluate our estimates used in the preparation of the consolidated financial statements based on our latest assessment of the current and projected business and economic environment.
Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the financial statements based on our latest assessment of the current and projected business and economic environment.
Revenue is recognized when, or as, control of the promised goods or services is transferred to our clients, in an amount that represents the consideration we expect to be entitled to in exchange for those goods or services.
Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers . Revenue is recognized when, or as, control of the promised goods or services is transferred to the customer, in an amount that represents the consideration the Company expects to be entitled to in exchange for those goods or services.
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, Ibotta D2C, which is part of the IPN). Within Ibotta D2C, we also partner with affiliate networks to allow consumers to earn cash back on a percentage of their total basket spend at certain retailers.
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).
Redeemers 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. Annual redeemers are calculated as the average redeemers of the last four quarters.
Total redemptions In 2025 and 2024, total redemptions were 340.8 million and 344.1 million, respectively. Redeemers 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.
Purchase Commitments The Company has non-cancelable purchase obligations which relate to minimum commitments with certain third-party publishers and other contractual commitments primarily with software as a service providers and marketing vendors in the ordinary course of business. As of December 31, 2024, we had fixed noncancellable purchase obligations of $171.1 million through 2029.
Purchase Commitments The Company has non-cancellable purchase obligations that relate to minimum commitments with certain third-party publishers and other contractual commitments primarily with software as a service providers in the ordinary course of business.
The increase was the result of a $30.6 million increase in net income and a $63.7 million increase in non-cash charges, partially offset by $1.2 million increase in net cash outflows as a result of changes in operating assets and liabilities.
The decrease was the result of a $65.2 million decrease in net income offset by a $20.7 million increase in non-cash charges and a $23.8 million increase in net cash inflows from changes in operating assets and liabilities.
Interest income (expense), net Year ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Interest income (expense), net $ 9,414 $ (6,884) $ 16,298 237 % Interest income, net, increased $16.3 million, or 237%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, due to an increase in interest earned on cash and cash equivalents largely driven by the IPO proceeds and a decrease in interest expense resulting from the extinguishment of the convertible notes.
Interest income, net Year ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Interest income, net $ 10,781 $ 9,414 $ 1,367 15 % Interest income, net, increased $1.4 million, or 15%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, due to a $3.1 million decrease in interest expense resulting from the extinguishment of the convertible notes upon IPO in 2024, partially offset by a $1.8 million decrease in interest income driven by decreases in interest rates and cash and cash equivalents.
Material Cash Requirements Operating leases Our operating lease commitments include our corporate office space. As of December 31, 2024, we had noncancellable lease obligations of $1.5 million, all of which is payable within 12 months.
Material Cash Requirements Operating Leases Our operating lease commitments primarily include our corporate office space. As of December 31, 2025, we had non-cancellable lease obligations of $36.8 million, of which $2.0 million is payable within 12 months, and the remainder thereafter.
As a result, timing of cash receipts related to accounts receivable and due to third-party publishers can vary from period to period and significantly impact our cash provided by operating activities for any period. Net cash provided by operating activities increased $93.2 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
As a result, timing of cash receipts related to accounts receivable and due to third-party publishers can vary from period to period and impact both positively or negatively our cash provided by operating activities for any period.
We also derive revenue from the sale of ad products to clients to promote their offers, as well as from data products. We expect our redemption revenue to increase as a percentage of revenue as we continue to grow the IPN and ad and other revenue to continue to decrease as a percentage of revenue.
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 decrease as a percentage of total revenue.
Stock-Based Compensation Stock-based compensation for equity awards, including stock options, restricted stock units (RSUs), and awards granted under our employee stock purchase plan (ESPP), is measured based on the grant date fair value of the award.
Data revenue is recognized as it is delivered and on a gross basis as we believe we act as the principal in the transaction. 87 Table o f Contents Stock-Based Compensation Stock-based compensation for equity awards, including stock options, restricted stock units (RSUs), and awards granted under our employee stock purchase plan (ESPP), is measured based on the grant date fair value of the award.
Self-funded user awards 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.
Self-funded rewards 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 increase as we continue to invest in our sales function, as well as B2B marketing and third-party measurement studies.
Personnel-related costs include salaries, stock-based compensation, benefits, taxes, bonuses, 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 and post-implementation operation stage are expensed as incurred in research and development expenses.
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.
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. We increase the number 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.
These quantitative and qualitative dimensions of our offer inventory are highly correlated to our ability to attract and retain publishers and redeemers. We may also expand our offer inventory by continuing to penetrate general merchandise categories. We increase the quantity and quality of offers on the IPN through the efforts of our client-focused sales teams and business-to-business marketing.
General and administrative 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, facilities costs, corporate insurance, bad debt, and taxes and licenses. Personnel-related costs include stock-based compensation, salaries, benefits, bonuses, taxes, and travel.
However, these expenses may fluctuate as a percentage of total revenue from period to period. General and administrative General and administrative expenses consist primarily of personnel-related costs for our administrative departments, professional fees for external legal, accounting, and other consulting services, software licensing costs, facilities costs, corporate insurance, bad debt, taxes, licenses, and other fees, and company events.
We believe seasonality may continue to impact our quarterly results going forward. 73 Table o f Contents Financial and Operational Highlights Year Ended December 31, 2024 2023 (in thousands, except percentages, per redeemer, and per redemption figures) Redemptions (1) 344,099 256,197 Redeemers (1) 14,673 8,232 Redemptions per redeemer (1) 23.5 31.1 Redemption revenue per redemption (1) $ 0.90 $ 0.95 Revenue $ 367,254 $ 320,037 Gross profit $ 317,133 $ 276,045 Gross margin 86 % 86 % Net income $ 68,742 $ 38,117 Net income as a percent of revenue 19 % 12 % Adjusted EBITDA (1) $ 112,220 $ 82,832 Adjusted EBITDA margin (1) 31 % 26 % ______________ (1) See Performance Metrics and Non-GAAP Measures for more information and reconciliations of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial measures.
Financial and Operational Highlights Year Ended December 31, 2025 2024 (in thousands, except percentages, per redeemer, and per redemption figures) Redemptions (1) 340,849 344,099 Redeemers (1) 18,249 14,673 Redemptions per redeemer (1) 18.7 23.5 Redemption revenue per redemption (1) $ 0.87 $ 0.90 Revenue $ 342,389 $ 367,254 Gross profit $ 271,334 $ 317,133 Gross margin 79 % 86 % Net income $ 3,575 $ 68,742 Net income as a percent of revenue 1 % 19 % Adjusted EBITDA (1) $ 62,881 $ 112,220 Adjusted EBITDA margin (1) 18 % 31 % ______________ (1) See Performance Metrics and Non-GAAP Measures for more information and reconciliations of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial measures.
We have been able to foster and develop multi-year relationships with our retailer publishers, and we intend to further grow our audience by growing redeemers on existing third-party publisher properties, adding new third-party publishers in retail and grocery, and expanding into new categories of publishers. Ability to enhance the IPN through innovation.
We intend to further grow our audience by growing redeemers at existing third-party 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 clients, retailers, publishers, and consumers.
(Family Dollar), Maplebear, Inc. (Instacart), and DoorDash, Inc. (announced in January 2025 but not yet launched) among others, who are third-party publishers on the IPN and use our digital offers to power their loyalty programs on a white-label basis.
We have strategic relationships with Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar Stores, Inc. (Family Dollar), Maplebear, Inc. (Instacart), and DoorDash, Inc. (DoorDash), 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 will continue to invest in technology to further develop and accelerate the growth of the IPN for CPG brands, 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.
We have invested and expect to continue to invest in expanding our technologies, tools, and offerings to capitalize on new and unproven business opportunities.
Other expense, net Other expense, net consists primarily of the loss incurred upon extinguishment of the convertible notes, gains and losses incurred on the convertible notes derivative liability and disposals of assets, and penalties.
Loss on debt extinguishment Loss on debt extinguishment consists of the loss incurred upon the conversion of the convertible notes into shares of our Class A common stock concurrently upon the closing of the IPO. Other expense, net Other expense, net consists of losses on the convertible notes derivative liability, penalties, and gains and losses on the disposal of assets.
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.
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. 78 Table o f Contents We expect research and development expenses to remain relatively flat as we anticipate increased capitalization related to software development projects.
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 In 2024 and 2023, D2C redemptions were approximately 116.1 million and 144.6 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.
The decrease was driven by the quantity and quality of offers available to each D2C redeemer. Third-party publisher redemptions In 2025 and 2024, our third-party publisher redemptions were approximately 255.8 million and 228.0 million, respectively.
For additional discussion on these contractual commitments, refer to Note 16 – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For additional discussion on these contractual commitments, refer to Note 16 – Commitments and Contingencies to our financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. 86 Table o f Contents Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP.
Components of Results of Operations Revenue We provide a platform to CPG brands 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.
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.
Cost of Revenue Year ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Cost of revenue $ 50,121 $ 43,992 $ 6,129 14 % Cost of revenue increased $6.1 million, or 14%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.
Cost of Revenue Year ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Cost of revenue $ 71,055 $ 50,121 $ 20,934 42 % Cost of revenue increased $20.9 million, or 42%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, due primarily to the addition of new publishers.
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.
Year-to-date redeemers are calculated as the average of current year quarter-to-date 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.
Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect the underlying business and economic events. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances.
In preparing the financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect the underlying business and economic events.
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 2024 and 2023, D2C redeemers were 1.9 million and 2.0 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.
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.
Investing Activities Net cash used in investing activities increased $29.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, driven by a $27.9 million decrease in maturities of short-term investments and a $1.7 million increase in additions to capitalized software development costs.
Investing Activities Net cash used in investing activities increased $24.1 million during the year ended December 31, 2025 compared to the year ended December 31, 2024, driven by a $19.4 million increase in additions to property and equipment related to leasehold improvements and furniture and fixtures for our new headquarters space and a $4.7 million increase in additions to capitalized software development costs.
Our ability to deliver offers at-scale will continue to depend on maintaining and growing usage of offers within our 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.
Our ability to deliver offers at-scale will continue to depend on maintaining and growing redemptions at existing publishers and adding new publishers to the IPN. We have been able to foster and develop multi-year relationships with our retailer publishers, such as Walmart, Dollar General, Family Dollar, Instacart, and DoorDash.
For valuations after the completion of our IPO, the fair value of our Class A common stock is determined by using the closing price of our Class A common stock as listed on the New York Stock Exchange on the date of grant. 90 Table o f Contents Recent Accounting Pronouncements See Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information.
Recent Accounting Pronouncements See Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the notes to our financial statements included elsewhere in this Annual Report on Form 10-K for more information.
Overview Ibotta’s mission is to Make Every Purchase Rewarding. We accomplish this mission by delivering digital promotions to clients through the Ibotta Performance Network (IPN).
Overview 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.
The decrease was driven by the quantity and quality of offers available to each third-party publisher redeemer. Total redemptions per redeemer In 2024 and 2023, total redemptions per redeemer were approximately 23.5 and 31.1, respectively. Redemption revenue per redemption Redemption revenue per redemption is the redemption revenue divided by the number of redemptions.
D2C redeemers In 2025 and 2024, D2C redeemers were 1.6 million and 1.9 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer. Third-party publisher redeemers In 2025 and 2024, third-party publisher redeemers were approximately 16.6 million and 12.8 million, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInterest Rate Risk We are exposed to interest rate risk through fluctuations of interest rates on our cash, cash equivalents, restricted cash, and our floating rate debt.
Biggest changeInterest Rate Risk We are exposed to interest rate risk through fluctuations of interest rates on our cash and cash equivalents and our floating rate debt. As of December 31, 2025 , we had cash and cash equivalents of $186.6 million, which consist s of cash on hand and highly liquid investments in money market instruments.
Accordingly, if we incur debt in the future, including under the 2024 Credit Facility, our borrowing costs could increase if interest rates rise in the future. However, a s of December 31, 2024 , we had no outstanding debt and therefore no potential exposure to market risks from interest rates.
Accordingly, if we incur debt in the future, including under the 2024 Credit Facility, our borrowing costs could increase if interest rates rise in the future. However, a s of December 31, 2025 , we had no outstanding debt and therefore no potential exposure to market risks from interest rates.
However, due to the short-term durations and nature of our cash holdings, we do not believe a hypothetical 10% increase or decrease in interest rates would have had a material impact on our consolidated financial statements as of December 31, 2024. Our line of credit bears interest at floating interest rates.
However, due to the short-term durations and nature of our cash holdings, we do not believe a hypothetical 10% increase or decrease in interest rates would have had a material impact on our financial statements as of December 31, 2025. Our line of credit bears interest at floating rates.
Our inability or failure to do so could harm our business, financial condition, results of operations, or prospects. 91 Table o f Contents
Our inability or failure to do so could harm our business, financial condition, and results of operations. 89 Table o f Contents
Changes in interest rates may affect the interest income we earn, and therefore impact our cash flows and results of operations.
Our cash is held for working capital purposes, and we do not enter into investments for trading or speculative purposes. Changes in interest rates affect the interest income we earn, and therefore impact our cash flows and results of operations.
Removed
As of December 31, 2024 , we had cash , cash equivalents , and restricted cash of $349.7 million, which consist s of cash on hand and highly liquid investments in money market instruments. Our cash is held for working capital purposes, and we do not enter into investments for trading or speculative purposes.