IBTA filing — read by section

Item 8. Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 
 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 
 
 Page 
 Report of Independent Registered Public Accounting Firm (PCAOB ID 185 ) 
 93 
 
 Balance Sheets 
 94 
 
 Consolidated Statements of Operations 
 95 
 
 Consolidated Statements of Comprehensive Income ( Loss ) 
 96 
 
 Statements of Redeemable Convertible Preferred Stock and Stockholders’ ( D e f i c i t) Equity 
 97 
 
 Consolidated Statements of Cash Flows 
 99 
 
 Notes to Consolidated Financial Statements 
 101 
 

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 Table o f Contents 
 
 
 
 
 
 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 To the Stockholders and Board of Directors 
 Ibotta, Inc.: 
 Opinion on the Consolidated Financial Statements 
 We have audited the accompanying balance sheets of Ibotta, Inc. and subsidiaries (the Company) as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive income (loss), redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. 
 Basis for Opinion 
 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 
 /s/ KPMG LLP 
 We have served as the Company’s auditor since 2020. 
 Denver, Colorado 
 February 26, 2025 
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 Table of Contents 
 Ibotta, Inc. 
 BALANCE SHEETS 
 (In thousands, except share and per share amounts) 

 
 
 December 31, 
 2024 2023 
 Assets 
 Current Assets: 
 Cash and cash equivalents $ 349,282 $ 62,591 
 Restricted cash 408 — 
 Accounts receivable, less allowances of $ 3,765 and $ 3,160 , respectively 
 220,883 226,439 
 Prepaid expenses and other current assets 11,168 9,314 
 Total current assets 581,741 298,344 
 Property and equipment, less accumulated depreciation of $ 9,675 and $ 8,905 , respectively 
 1,951 2,541 
 Capitalized software development costs, less accumulated amortization of $ 18,087 and $ 13,482 , respectively 
 16,201 12,844 
 Equity investment 4,531 4,531 
 Deferred tax assets, net 73,211 — 
 Other long-term assets 794 1,530 
 Total assets $ 678,429 $ 319,790 
 Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity 
 Current liabilities: 
 Accounts payable $ 7,160 $ 8,937 
 Due to third-party publishers 93,982 73,155 
 Deferred revenue 4,964 2,628 
 User redemption liability 74,006 84,531 
 Accrued expenses 17,965 24,582 
 Other current liabilities 6,088 4,317 
 Total current liabilities 204,165 198,150 
 Long-term liabilities: 
 Long-term debt, net — 64,448 
 Convertible notes derivative liability — 25,400 
 Other long-term liabilities 16,981 3,864 
 Total liabilities 221,146 291,862 
 Commitments and contingencies (Note 16) 
 Redeemable convertible preferred stock, $ 0.00001 par value; zero and 17,245,954 shares authorized, issued, and outstanding as of December 31, 2024 and 2023, respectively 
 — — 
 Stockholders’ equity: 
 Preferred stock, $ 0.00001 par value: 100,000,000 shares authorized and zero shares issued and outstanding as of December 31, 2024; zero shares authorized, issued, and outstanding as of December 31, 2023 
 — — 
 Common stock, $ 0.00001 par value: zero shares authorized, issued, and outstanding as of December 31, 2024; 40,000,000 shares authorized and 9,207,337 shares issued and outstanding as of December 31, 2023 
 — — 
 Class A common stock, $ 0.00001 par value: 3,000,000,000 shares authorized, 28,332,671 shares issued, and 27,813,988 shares outstanding as of December 31, 2024; zero shares authorized, issued, and outstanding as of December 31, 2023 
 — — 
 Class B common stock, $ 0.00001 par value: 350,000,000 shares authorized and 3,137,424 shares issued and outstanding as of December 31, 2024; zero shares authorized, issued, and outstanding as of December 31, 2023 
 — — 
 Additional paid-in capital 629,050 237,116 
 Treasury stock, at cost, 518,683 shares at December 31, 2024 and zero shares at December 31, 2023 
 ( 31,321 ) — 
 Accumulated deficit ( 140,446 ) ( 209,188 ) 
 Total stockholders' equity 457,283 27,928 
 Total liabilities, redeemable convertible preferred stock, and stockholders' equity $ 678,429 $ 319,790 

 See accompanying notes to the consolidated financial statements. 
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 Ibotta, Inc. 
 CONSOLIDATED STATEMENTS OF OPERATIONS 
 (In thousands, except share and per share amounts) 

 
 Year ended December 31, 
 2024 2023 2022 
 Revenue $ 367,254 $ 320,037 $ 210,702 
 Cost of revenue 50,121 43,992 46,176 
 Gross profit 317,133 276,045 164,526 
 Operating expenses: 
 Sales and marketing 139,214 114,756 110,069 
 Research and development 63,271 49,996 42,558 
 General and administrative 82,739 51,633 49,164 
 Depreciation and amortization 3,984 3,661 3,048 
 Total operating expenses 289,208 220,046 204,839 
 Income (loss) from operations 27,925 55,999 ( 40,313 ) 
 Interest income (expense), net 9,414 ( 6,884 ) ( 5,311 ) 
 Loss on debt extinguishment ( 9,686 ) — — 
 Other expense, net ( 3,157 ) ( 5,064 ) ( 8,975 ) 
 Income (loss) before benefit from (provision for) income taxes 24,496 44,051 ( 54,599 ) 
 Benefit from (provision for) income taxes 44,246 ( 5,934 ) ( 262 ) 
 Net income (loss) $ 68,742 $ 38,117 $ ( 54,861 ) 
 Net income (loss) per share: 
 Basic $ 2.85 $ 4.26 $ ( 6.33 ) 
 Diluted $ 2.56 $ 1.42 $ ( 6.33 ) 
 Weighted average common shares outstanding: 
 Basic 24,124,833 8,948,537 8,672,426 
 Diluted 26,860,931 26,921,567 8,672,426 

 See accompanying notes to the consolidated financial statements. 
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 Ibotta, Inc. 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 
 (In thousands) 

 
 Year ended December 31, 
 2024 2023 2022 
 Net income (loss) $ 68,742 $ 38,117 $ ( 54,861 ) 
 Other comprehensive income (loss): 
 Net unrealized gain (loss) on short-term investments — 126 ( 126 ) 
 Total other comprehensive income (loss) — 126 ( 126 ) 
 Comprehensive income (loss) $ 68,742 $ 38,243 $ ( 54,987 ) 

 See accompanying notes to the consolidated financial statements. 
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 CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) 
 (In thousands, except share amounts) 

 
 
 
 Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Stockholders’ Equity (Deficit) 
 Shares Amount Shares Amount 
 Balance, December 31, 2021 17,245,954 $ — 8,436,602 $ — $ 203,204 $ ( 192,444 ) $ — $ 10,760 
 Net loss — — — — — ( 54,861 ) — ( 54,861 ) 
 Other comprehensive loss — — — — — — ( 126 ) ( 126 ) 
 Exercise of stock options — — 164,506 — 1,144 — — 1,144 
 Stock-based compensation expense (inclusive of capitalized stock-based compensation) — — — — 6,689 — — 6,689 
 Release of restricted stock purchase shares from repurchase option — — 192,772 — 1,600 — — 1,600 
 Balance, December 31, 2022 17,245,954 $ — 8,793,880 $ — $ 212,637 $ ( 247,305 ) $ ( 126 ) $ ( 34,794 ) 
 Net income — — — — — 38,117 — 38,117 
 Other comprehensive income — — — — — — 126 126 
 Exercise of stock options — — 311,251 — 3,049 — — 3,049 
 Stock-based compensation expense (inclusive of capitalized stock-based compensation) — — — — 20,582 — — 20,582 
 Release of restricted stock purchase shares from repurchase option — — 102,206 — 848 — — 848 
 Balance, December 31, 2023 17,245,954 $ — 9,207,337 $ — $ 237,116 $ ( 209,188 ) $ — $ 27,928 

 See accompanying notes to the consolidated financial statements. 
 
 
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 Ibotta, Inc. 
 CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT), CONT. 
 (In thousands, except share amounts) 
 
 

 
 Redeemable Convertible Preferred Stock Common Stock (1) 
 Treasury Stock Additional Paid-In Capital Accumulated Deficit Stockholders’ Equity (Deficit) 
 Shares Amount Shares Amount Shares Amount 
 Balance, December 31, 2023 17,245,954 $ — 9,207,337 $ — — $ — $ 237,116 $ ( 209,188 ) $ 27,928 
 Net income — — — — — — — 68,742 68,742 
 Exercise of stock options — — 1,056,425 — — — 13,534 — 13,534 
 Stock-based compensation expense (inclusive of capitalized stock-based compensation) — — — — — — 76,637 — 76,637 
 Release of restricted stock purchase shares from repurchase option — — 102,205 — — — 848 — 848 
 Conversion of convertible debt — — 1,177,087 — — — 103,584 — 103,584 
 Conversion of redeemable convertible preferred stock ( 17,245,954 ) — 17,245,954 — — — — — — 
 Initial public offering, net of issuance costs of $ 22.0 million 
 — — 2,500,000 — — — 197,952 — 197,952 
 Repurchase of common stock — — — — ( 518,683 ) ( 31,321 ) — — ( 31,321 ) 
 Issuance of common stock upon settlement of restricted stock units — — 181,295 — — — — — — 
 Common stock withheld for tax obligation and net settlement — — ( 46,084 ) — — — ( 3,319 ) — ( 3,319 ) 
 Issuance of common stock under employee stock purchase plan — — 48,876 — — — 2,788 — 2,788 
 Other — — ( 3,000 ) — — — ( 90 ) — ( 90 ) 
 Balance, December 31, 2024 — $ — 31,470,095 $ — ( 518,683 ) $ ( 31,321 ) $ 629,050 $ ( 140,446 ) $ 457,283 

 (1) Amounts combine the Company’s common stock, Class A common stock, and Class B common stock. See Note 9 - Redeemable Convertible Preferred Stock and Stockholders' Equity for discussion of the establishment of the Company’s two series of common stock and the reclassification of its common stock into Class A common stock in connection with the Company’s initial public offering in April 2024. 
 See accompanying notes to the consolidated financial statements. 
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 Ibotta, Inc. 
 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 (In thousands) 

 
 Year ended December 31, 
 2024 2023 2022 
 Operating activities 
 Net income (loss) $ 68,742 $ 38,117 $ ( 54,861 ) 
 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: 
 Depreciation and amortization 8,080 6,664 6,319 
 Impairment of capitalized software development costs 574 169 737 
 Stock-based compensation expense 46,924 6,991 6,500 
 Common stock warrant expense 29,292 13,177 — 
 Credit loss expense 1,215 828 580 
 Loss on extinguishment of debt 9,686 — — 
 Impairment of equity investment — — 4,532 
 Amortization of debt discount and issuance costs 1,055 3,310 2,569 
 Change in fair value of convertible notes derivative liability 3,085 5,000 4,300 
 Other 28 62 ( 394 ) 
 Changes in assets and liabilities: 
 Accounts receivable 4,397 ( 105,709 ) ( 34,505 ) 
 Other current and long-term assets ( 78,262 ) 1,180 694 
 Accounts payable ( 911 ) 1,818 ( 4,533 ) 
 Due to third-party publishers 20,827 60,724 12,020 
 Accrued expenses ( 6,360 ) 5,196 2,886 
 Deferred revenue 2,336 ( 423 ) 398 
 User redemption liability ( 10,525 ) ( 13,881 ) ( 2,225 ) 
 Other current and long-term liabilities 15,734 ( 507 ) ( 1,516 ) 
 Net cash provided by (used in) operating activities 115,917 22,716 ( 56,499 ) 
 Investing activities 
 Additions to property and equipment ( 871 ) ( 548 ) ( 785 ) 
 Additions to capitalized software development costs ( 9,330 ) ( 7,680 ) ( 6,228 ) 
 Acquisition of technology — — ( 1,250 ) 
 Purchases of short-term investments — — ( 65,980 ) 
 Sales of short-term investments — — 38,567 
 Maturities of short-term investments — 27,900 — 
 Net cash (used in) provided by investing activities ( 10,201 ) 19,672 ( 35,676 ) 
 Financing activities 
 Proceeds from exercise of stock options 13,478 3,049 1,144 
 Draws on revolving line of credit — — 3,500 
 Repayments of revolving line of credit — — ( 5,167 ) 
 Proceeds from convertible notes issuance — — 75,000 
 Debt issuance costs ( 808 ) ( 12 ) ( 405 ) 
 Proceeds from initial public offering, net 206,692 — — 
 Purchase of treasury stock ( 31,321 ) — — 
 Taxes paid related to net share settlement of equity awards ( 3,319 ) — — 
 Deferred offering costs ( 6,037 ) ( 652 ) ( 25 ) 
 Proceeds from employee stock purchase plan 2,788 — — 
 Other financing activities ( 90 ) — — 
 Net cash provided by financing activities 181,383 2,385 74,047 
 Net change in cash, cash equivalents, and restricted cash 287,099 44,773 ( 18,128 ) 
 Cash, cash equivalents, and restricted cash, beginning of period 62,591 17,818 35,946 
 Cash, cash equivalents, and restricted cash, end of period $ 349,690 $ 62,591 $ 17,818 

 See accompanying notes to the consolidated financial statements. 
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 Ibotta, Inc. 
 CONSOLIDATED STATEMENTS OF CASH FLOWS, CONT. 
 (In thousands) 

 
 Year ended December 31, 
 2024 2023 2022 
 Supplemental disclosures of cash flow information 
 Interest paid $ 2,583 $ 5,491 $ 3,517 
 Income taxes paid $ 13,208 $ 4,110 $ 71 
 Supplemental disclosures of non-cash investing and financing activities 
 Stock-based compensation included in capitalized software development costs $ 421 $ 414 $ 188 
 Conversion of convertible debt into Class A common stock $ 103,584 $ — $ — 

 See accompanying notes to the consolidated financial statements. 
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 Table of Contents 
 Ibotta, Inc. 
 Notes to Consolidated Financial Statements 

 1. Nature of Operations 
 Ibotta, Inc. (Company, we, or our) is a technology company that allows consumer packaged goods (CPG) brands to deliver digital promotions to millions of consumers through a single, convenient network called the Ibotta Performance Network (IPN). We provide promotional services to publishers, retailers, and advertisers through the IPN, which includes our direct-to-consumer (D2C) mobile, web, and browser extension properties and our growing network of third-party publisher properties. The majority of the Company’s revenues are derived from the fees we earn from clients when consumers redeem offers. The Company also derives revenue from fees we earn from clients for ad products across the Company’s platform in support of their promotional campaigns, as well as from data products. 
 Initial Public Offering 
 On April 22, 2024, the Company closed its 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). The Company received net proceeds of $ 198.0 million after deducting underwriting discounts and commissions of $ 13.2 million and offering costs of approximately $ 8.8 million. Certain selling stockholders (Selling Stockholders) offered an additional 4,060,700 shares of the Company’s Class A common stock at the IPO price in a secondary offering, for which the Company received no proceeds. In connection with the secondary offering, on April 25, 2024, the underwriters for the IPO exercised their option to purchase an additional 984,105 shares of the Company’s Class A common stock from the Selling Stockholders at the IPO price less underwriting discounts and commissions, with all proceeds going to the Selling Stockholders. 
 In connection with the IPO, 17,245,954 shares of redeemable convertible preferred stock automatically converted into an equal number of shares of the Company’s common stock, which were then reclassified into an equal number of shares of the Company’s Class A common stock, 9,511,741 shares of the Company’s common stock outstanding were reclassified into an equal number of shares of the Company’s Class A common stock, 3,668,427 shares of the Company’s Class A common stock were exchanged for an equivalent number of the Company’s Class B common stock shares, and $75.1 million of convertible notes automatically converted into 1,177,087 shares of the Company’s Class A common stock. In addition, an anti-dilution adjustment to the common stock purchase warrant to Walmart, Inc., a Delaware corporation, (Walmart Warrant) increased the number of shares of the Company’s Class A common stock issuable under the Walmart Warrant by 592,457 shares resulting in $ 17.5 million of incremental stock-based compensation expense. Certain equity awards with liquidity event-based vesting conditions accelerated in vesting, resulting in $ 14.0 million of additional stock-based compensation expense. 
 Merger of Ibotta Colorado, Inc. and InStok LLC 
 On December 31, 2022, Ibotta entered into an Agreement and Plan of Merger (the “merger”) with each of its wholly-owned subsidiaries, Ibotta Colorado, Inc. and Instok LLC, pursuant to which, the subsidiaries were merged with and into Ibotta, Inc. The subsidiary corporations ceased to exist, and Ibotta, Inc. continued as the surviving corporation. 
 
 2. Basis of Presentation and Summary of Significant Accounting Policies 
 Basis of Presentation and Consolidation 
 The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). As discussed in Note 1 – Nature of Operations , on December 31, 2022, the Company merged its wholly-owned subsidiaries into Ibotta, Inc., and all intercompany balances were eliminated through the merger. Following the merger, as of and for the years ended December 31, 2023 and 2024, the Company had no subsidiaries; therefore, the financial statements did not require consolidation. For the year ended December 31, 2022, all intercompany transactions were eliminated in consolidation. 
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 Table of Contents 
 Ibotta, Inc. 
 Notes to Financial Statements 

 Emerging Growth Status 
 The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. 
 Use of Estimates 
 The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Management evaluates its estimates that include, but are not limited to, revenue recognition, breakage, stock-based compensation, allowance for credit losses, income taxes and associated valuation allowances, leases, contingent liabilities, convertible notes derivative liability, software development costs, including capitalization and the allocation of labor costs between cost of revenue and research and development expense, and the useful lives and impairment of long-lived assets. The Company believes that the estimates, judgments, and assumptions used to determine certain amounts that affect the consolidated financial statements are reasonable, based on information available at the time they are made. Actual results could differ materially from these estimates. 
 Segments 
 Operating segments are components of a company for which separate financial information is internally produced for regular use by the chief operating decision maker (CODM) to allocate resources and assess the performance of the business. Our CODM, the Chief Executive Officer, manages the Company’s operations as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net income (loss) as reported in the consolidated statements of operations to measure segment profit or loss, allocate resources, and assess performance, including in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions or other investments. Significant segment expenses provided to the CODM are the same as those reported in the consolidated statements of operations. The measure of segment assets is reported on the balance sheets as total assets. 
 Fair Value Measurements 
 When required by U.S. GAAP, assets and liabilities are reported at fair value on the balance sheets. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 
 Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Valuation inputs are arranged in a hierarchy that consists of the following levels: 
 • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. 
 • Level 2 inputs are inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be 
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 Ibotta, Inc. 
 Notes to Financial Statements 

 derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. 
 • Level 3 inputs are unobservable inputs for the asset or liability. 
 The carrying amounts of the Company's cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to the short-term nature of these instruments. 
 Cash, Cash Equivalents, and Restricted Cash 
 The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. We maintain cash, cash equivalent, and restricted cash balances that may at times exceed federally-insured limits. 
 Restricted cash is pledged as security for a standby letter of credit for the Company’s office lease. Restricted cash is classified as current based on the expiration date of the lease. 
 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the balance sheets to the amounts reported in the consolidated statements of cash flows (in thousands): 
 
 December 31, 
 2024 2023 
 Cash and cash equivalents $ 349,282 $ 62,591 
 Restricted cash, current 408 – 
 Total cash, cash equivalents, and restricted cash $ 349,690 $ 62,591 

 Concentration of Credit Risk 
 Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, restricted cash, and accounts receivable. At times, such amounts may exceed federally-insured limits. The Company reduces credit risk by placing its cash, cash equivalents, and restricted cash with major financial institutions within the United States. Credit risk with respect to accounts receivable is dispersed due to the large number of clients. The Company does not require collateral for accounts receivable. 
 Accounts Receivable, Net 
 Accounts receivable are recorded at the invoiced amount of gross billings for fees and user awards, less an allowance for credit losses. Accounts receivable are unsecured and comprised of amounts due from the Company’s clients. The majority of the Company’s clients are nationally recognized companies and generally have payment terms of 30 to 90 days. 
 An allowance for credit losses is recorded based on the best estimate of lifetime credit losses in existing accounts receivable. The allowance for credit losses is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current client information, subsequent collection history, general economic conditions, and other relevant data. Account balances are charged against the allowance when the Company believes the receivable will not be recovered. 
 Property and Equipment, Net 
 Property and equipment are stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred, while improvements that extend the useful life of an asset are capitalized. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation, and any related gain or loss is recognized in the consolidated statements of operations. 
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 Ibotta, Inc. 
 Notes to Financial Statements 

 Depreciation is recorded using the straight-line method over the estimated useful life of each asset, which are as follows: 
 
 Computer equipment 
 3 years 
 Leasehold improvements 
 Lesser of estimated useful life or lease term 
 
 Furniture and fixtures 
 8 years 

 Software Development Costs 
 The Company capitalizes certain costs associated with developing and enhancing internally developed software, primarily related to the Company's technology platform. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software development projects and external direct costs of services consumed in developing or obtaining the software. The Company begins to capitalize these costs when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. Capitalization ends once a project is substantially complete and the software is ready for its intended purpose. These costs are amortized on a straight-line basis over the estimated useful life of the software asset, which is typically three years . Costs incurred in the preliminary project stage and post-implementation operation stage are expensed as incurred and recorded in research and development expense in the consolidated statements of operations. 
 Equity Investment 
 The Company holds a minority equity investment in a company over which we do not have the ability to exercise significant influence and for which a readily determinable fair value is not available. The Company has elected the measurement alternative to measure the investment at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. Observable price changes and impairment charges are recorded in other expense, net, in the consolidated statements of operations. 
 Long-Lived Assets Impairment Assessment 
 Long-lived assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset group by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the future undiscounted cash flows expected to result from the use of the related asset group are less than the carrying value of the asset group, an impairment has occurred. Any required impairment loss is measured as the amount by which the asset group’s carrying value exceeds its fair value. 
 User Redemption Liability and Due to Third-Party Publishers 
 Consumers earn user awards by redeeming offers on both Ibotta’s D2C properties and our third-party publisher properties. The undistributed user awards earned by consumers on D2C properties are reflected in the user redemption liability in the balance sheets. The user redemption liability is reduced as consumers cash out and through breakage (see Note 4 – User Redemption Liability Extinguishment ). User awards earned by consumers on third-party publisher properties represent a payable reflected in the due to third-party publishers liability in the balance sheets. The due to third-party publishers liability also includes revenue share payable to certain publishers that is a negotiated fixed percentage of our fee per redemption on the third-party publishers’ properties. 
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 Ibotta, Inc. 
 Notes to Financial Statements 

 Convertible Debt and Embedded Derivatives 
 The Company evaluates all conversion, redemption, and other features contained in a debt instrument to determine if the feature represents an embedded derivative that requires bifurcation from the host debt instrument. If an embedded feature possesses economic characteristics that are not clearly and closely related to those of the host contract and would qualify as a derivative instrument if it were freestanding, the embedded derivative is bifurcated from the host for measurement purposes. The embedded derivative is carried at fair value with changes in fair value recognized in other expense, net in the period of change. The resulting discount is amortized to interest expense over the term of the host debt instrument using the straight-line method, which approximates the effective interest method. 
 Debt Issuance Costs 
 Costs incurred to obtain debt, other than lines of credit, are recorded as a reduction of the carrying amount of the related liability and amortized over the term of the debt using the effective interest rate method. Costs incurred to obtain lines of credit are capitalized and included in other long-term assets on our balance sheets and amortized ratably over the term of the arrangement. 
 Operating Leases 
 The Company determines if an arrangement is a lease at the inception of the contract. Right-of-Use ("ROU") assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. All of the Company’s leases are operating leases. 
 Operating ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Leases may contain tenant improvement allowances, rent abatement, and rent escalation provisions, which are considered lease payments in determining the lease liabilities. To determine the present value of lease payments, we estimate the incremental borrowing rate based on the information available at commencement date. ROU assets are determined based on the initial lease liabilities adjusted for any prepayments, initial direct costs, and lease incentives received. The Company's lease terms include options to extend or terminate the lease when it is reasonably certain that the options will be exercised. 
 The Company begins recognizing lease expense when the lessor makes the underlying asset available for use. Lease expense is recognized on a straight-line basis over the lease term. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs, which are expensed as incurred. 
 Leases with an initial term of 12 months or less are not recorded on the balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. In addition, the Company elected to not separate lease and non-lease components for all of the Company's leases. 
 Revenue Recognition 
 The Company primarily derives revenues from the set-up and activation of cash back offers and digital promotions. The CPG brands that contract with the Company to deliver the digital promotions to consumers via the IPN are the Company’s clients. Third-party publishers such as Walmart are part of the IPN and act as a distributor of the offers and are not the Company’s client. Revenue is recognized when, or as, control of the promised goods or services is transferred to the Company's clients, in an amount that represents the consideration the Company expects to be entitled to in exchange for those goods or services. This expected consideration is typically billed to clients on a monthly basis based on payment terms as defined in the contract, with no significant financing arrangements involved. 
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 Ibotta, Inc. 
 Notes to Financial Statements 

 The Company benefits from contractual agreements with its clients that set forth the general terms and conditions of its relationships with them, including various facets of pricing, payment terms, and contract duration. The Company determines revenue recognition through the following steps in accordance with ASC 606, Revenue from Contracts with Customers : 
 • identification of the contract(s) with a customer; 
 • identification of the performance obligations within the contract; 
 • determination of the transaction price; 
 • allocation of the transaction price to the performance obligations in the contract; and 
 • recognition of revenue when, or as, the Company satisfies a performance obligation. 
 The principal activities from which the Company generates its revenue are as follows: 
 Redemption Revenue 
 The Company's clients promote their products and services to consumers through cash back offers on the IPN. The Company's performance obligation is to stand-ready to provide consumers access to redeem offers from clients on goods purchased. The associated redemption campaigns run until the budget is consumed, which is generally in a few weeks to three months. Consumers redeem offers to earn an award through account linking or receipt upload on Ibotta’s D2C properties or through integrations with third-party publisher properties. The award is funded by the client and passed through to the consumer. The Company earns a fee per redemption which is recognized in the period in which the redemption occurred. The Company may also charge fees to set up a redemption campaign which are deferred and recognized over the average duration of historical redemption campaigns. Penalties or early terminations are recognized as revenue when the associated penalty or termination event occurs. The Company recognizes revenues from redemption campaign clients as fees are earned, net of awards to consumers, as the Company acts as the agent to the Company's clients in the facilitation of the sale to the consumer. 
 The Company also offers consumers the option to purchase gift card codes to be used at various retailers. lbotta contracts with third-party gift card providers to facilitate delivery of the gift card codes, acting as an agent to deliver these codes on behalf of its clients through Ibotta’s D2C properties to the end user. lbotta records the associated revenue, net of any costs associated with the third-party gift card code providers, at a point in time when the exchange occurs. Ibotta also provides a cash back offer to the consumer for the transaction, which is included in cost of revenue. 
 Ad & Other Revenue 
 The Company's clients may also run advertisements such as banners, tiles, newsletters, and feature placements on the D2C properties to promote their redemption campaigns, referred to as marketing services. When a consumer clicks on an advertisement, they are linked directly to the associated redemption campaign. Ad products are billed, and revenue is recognized, as the marketing services are performed over the advertising period. Ad products run in conjunction with the associated redemption campaign, either over the entire redemption campaign life or some portion of it. The Company recognizes revenue from client-run advertisements on a gross basis as the Company acts as the principal in the transaction. 
 When redemption campaigns and ad products are combined in a contract, revenue for stand-ready performance obligations is recognized as services are provided to clients. Contracts with fixed consideration are related to marketing services and revenue is recognized over the life of the contract as it is a separate performance obligation. 
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 The Company also offers a number of data products and services to clients, including audience targeting, data licensing, and consumer insights and surveys. Some products and services are billed as a flat fee amount while others are billed based on usage. Data revenue is recognized as it is delivered on a gross basis as the Company acts as the principal in the transaction. 
 Practical Expedients 
 The majority of the Company's contracts are less than twelve months in duration. As a result, the Company has elected the following practical expedients: 
 • Incremental costs of obtaining a contract are recognized as an expense as incurred. 
 • Consideration is not adjusted for the effects of any financing components. 
 Cost of Revenue 
 Cost of revenue primarily consists of costs related to granting cash back offers and maintaining the Company’s platform. Significant expenses include personnel costs, data hosting costs, user award costs, net of breakage, associated with gift card redemptions, and awards unlocked when a consumer watches an advertising video, amortization and maintenance of internal use software, including platform and related infrastructure costs, processing fees, third-party publisher revenue share, and affiliate network fees. Personnel costs included in cost of revenue include salaries, benefits, bonuses, and stock-based compensation, and are primarily attributable to personnel in the Company’s engineering department who maintain the Company’s platform. 
 Sales and Marketing 
 Sales and marketing expenses consist of personnel costs and the cost of acquiring and retaining consumers, including the cost of certain consumer bonuses, promotions, and television and digital promotions. Personnel-related costs directly associated with the Company’s sales and marketing departments include salaries, benefits, bonuses, commissions, and stock-based compensation. Other sales and marketing costs include self-funded cash back offers, which are comprised of cash back offers that are directly funded by Ibotta and other incentive bonuses provided to consumers as part of the Company’s sales and marketing strategy to acquire and retain consumers. The Company expenses advertising costs as incurred. Advertising costs were $ 31.4 million, $ 24.7 million, and $ 29.6 million in 2024, 2023, and 2022, respectively. 
 Research and Development 
 The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of personnel-related costs for the Company’s technology departments working on product development, including salaries, benefits, bonuses, and stock-based compensation expense. 
 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, travel, and taxes. 
 Stock-Based Compensation 
 Stock-based compensation for equity awards, including stock options, restricted stock units (RSUs), and awards granted under the Company’s employee stock purchase plan, or ESPP, is measured based on the grant date fair value of the award. For awards with service conditions only, the Company recognizes compensation expense, net of actual forfeitures, on a straight-line basis over the requisite 
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 service period, which is generally four years . For awards with both service and performance conditions, the Company recognizes compensation expense, net of actual forfeitures, under the accelerated attribution method when performance conditions are considered probable of being achieved. 
 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, the Company determines the grant date fair value utilizing a Monte Carlo simulation, which incorporates the probability of achievement of the market-based condition. The fair value of stock options and ESPP awards is estimated on the grant date using the Black-Scholes option-pricing model. The Company’s use of the valuation models requires the input of subjective assumptions. The assumptions used in the Company’s valuation models represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. 
 These assumptions and estimates are as follows: 
 • Expected Dividend Rate. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid dividends and does not expect to do so in the foreseeable future, and as such, the dividend yield has been estimated to be zero. 
 • Expected Volatility. 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 the Company does not have an extensive trading history for its common stock. 
 • Expected Term. The expected term is the period of time for which the award is expected to be outstanding, assuming that it vests. We estimate the expected term for stock options using the simplified method, calculated as the midpoint between the requisite service period and the contractual term of the award. The simplified approach is applied as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. For ESPP awards, the expected term is the time period from the grant date to the respective purchase dates included within each offering period. 
 • Risk-Free Interest Rate. The risk-free rate is determined based on the U.S. Treasury Yield Curve with respect to the stock options' expected term. 
 • Fair Value of Common Stock. Prior to the IPO, as the Company’s common stock was not yet publicly traded, the Company engaged a valuation specialist to estimate the fair value of its common stock. Subsequent to the IPO, the fair value of common stock is based on the closing price of the Company’s common stock. 
 Income Taxes 
 The Company accounts for income taxes using the asset and liability method, under which, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company applies a valuation allowance when it is more likely than not that the deferred tax assets will not be realized. 
 The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties related to its uncertain tax positions in operating expenses in the consolidated statements of operations. 
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 Net Income (Loss) Per Share 
 Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share adjusts the basic weighted average number of shares of common stock outstanding for the effect of potentially dilutive securities during the period. Potentially dilutive securities consist of stock options, RSUs, ESPP shares, restricted stock, redeemable convertible preferred stock, convertible notes, and common stock warrants. For purposes of the diluted net income (loss) per share calculation, potentially dilutive securities are excluded in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect. 
 The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion rights. Accordingly, the undistributed earnings are allocated on a proportionate basis to each series of common stock. As a result, basic and diluted net income (loss) per share are the same for Class A and Class B common stock, whether on an individual or combined basis, and are therefore presented together. 
 Loss Contingencies 
 Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. If a loss is reasonably possible, the Company discloses the possible loss or states that such an estimate cannot be made. 
 Deferred Offering Costs 
 Deferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees related to the anticipated sale of the Company’s common stock in the IPO, were capitalized and recorded in prepaid expenses and other current assets on the balance sheets prior to the IPO. After the IPO, all deferred offering costs were reclassified into additional paid-in capital as a reduction of proceeds, net of underwriting discounts, received from the IPO on the balance sheets. 
 Recently Adopted Accounting Pronouncements 
 In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires enhanced disclosures about significant segment expenses. In addition, the amendments include enhanced interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. The Company adopted the provisions of ASU 2023-07 effective January 1, 2024 using a retrospective method, which resulted in the additional segment reporting disclosures included in the section titled Segments of this Note. 
 Recent Accounting Pronouncements Not Yet Adopted 
 In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires enhanced disaggregation within the rate reconciliation table and disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. While the application of this guidance will result in enhanced disclosures, it is not expected to have a significant impact on the Company’s consolidated financial statements. 
 In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning 
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 after December 15, 2026, with early adoption permitted. While the application of this guidance will result in additional disclosure concerning expenses presented in the Company’s statements of operations, it is not expected to have a significant impact on the Company’s consolidated financial statements. 
 The Company reviewed all other recently issued accounting standards and determined they were either not applicable or are not expected to have a material impact on our consolidated financial statements. 
 
 3. Property, Equipment, and Software Development Costs 
 Property and equipment consist of the following (in thousands): 
 
 December 31, 
 2024 2023 
 Computer equipment $ 3,080 $ 2,973 
 Leasehold improvements 5,859 5,857 
 Furniture and fixtures 2,687 2,616 
 Property and equipment 11,626 11,446 
 Less: Accumulated depreciation ( 9,675 ) ( 8,905 ) 
 Property and equipment, net $ 1,951 $ 2,541 

 Depreciation expense was $ 1.6 million, $ 2.0 million, $ 2.1 million for the years ended December 31, 2024, 2023, and 2022 respectively. 
 Software development costs consist of the following (in thousands): 
 
 December 31, 
 2024 2023 
 Capitalized software development costs $ 34,288 $ 26,326 
 Less: Accumulated amortization ( 18,087 ) ( 13,482 ) 
 Capitalized software development costs, net $ 16,201 $ 12,844 

 The Company capitalized software development costs of $ 9.8 million and $ 8.1 million during the years ended December 31, 2024 and 2023, respectively. Capitalized software development costs include software under development of $ 7.7 million and $ 6.6 million as of December 31, 2024 and 2023, respectively. 
 Capitalized software amortization expense recognized in cost of revenue for the years ended December 31, 2024, 2023, and 2022 was $ 4.1 million, $ 3.0 million, and $ 3.3 million, respectively. Capitalized software amortization expense recognized in depreciation and amortization expenses for the years ended December 31, 2024, 2023, and 2022 was $ 1.7 million, $ 0.8 million, and $ 0.1 million, respectively. Impairment charges for the years ended December 31, 2024, 2023, and 2022 were $ 0.6 million, $ 0.2 million, and $ 0.7 million, respectively. 
 
 4. User Redemption Liability Extinguishment 
 The Company reflects a user redemption liability in the balance sheets associated with the undistributed earnings of consumers on Ibotta’s D2C properties. A portion of these undistributed earnings is never expected to be cashed out by consumers due to inactivity and will therefore be recognized as breakage by the Company. 
 Consumers’ accounts that have no activity for six months are considered inactive and charged a $ 3.99 per month maintenance fee until the balance is reduced to zero or new activity ensues. Balances 
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 associated with accounts that are deactivated for violation of the Company’s terms of use are also recognized as breakage. The Company estimates breakage at the time of the redemption and reduces the user redemption liability accordingly. Breakage estimates are made based on historical breakage patterns, and the preparation of estimates includes judgments of the applicability of historical patterns to current and future periods. Breakage is recorded in revenue related to funded awards, as an offset to sales and marketing expense related to self-funded awards, and as an offset to cost of revenue related to gift card purchases and sponsored user awards earned from watching an advertising video. 
 The Company’s breakage is recorded as follows (in thousands): 
 
 Year ended December 31, 
 2024 2023 2022 
 Revenue $ 12,998 $ 26,025 $ 11,250 
 Cost of revenue 191 558 310 
 Sales and marketing 1,663 4,965 4,903 
 Total breakage $ 14,852 $ 31,548 $ 16,463 

 The user redemption liability was $ 74.0 million and $ 84.5 million as of December 31, 2024 and 2023, respectively. 
 
 5. Accrued Expenses 
 Accrued expenses consist of the following (in thousands): 
 
 December 31, 
 2024 2023 
 Accrued employee expenses $ 14,365 $ 18,156 
 Other accrued expenses 3,600 6,426 
 Total accrued expenses $ 17,965 $ 24,582 

 
 6. Long-Term Debt 
 Long-term debt consists of the following (in thousands): 
 
 December 31, 
 2024 2023 
 Convertible notes $ – $ 75,099 
 Revolving line of credit – – 
 Total debt – 75,099 
 Less: unamortized debt discount – ( 10,440 ) 
 Less: unamortized debt issuance costs – ( 211 ) 
 Long-term debt, net $ – $ 64,448 

 The Company recorded interest expense of $ 3.6 million, $ 8.8 million, and $ 6.2 million for the years ended December 31, 2024, 2023, and 2022, respectively, of which, $ 1.1 million, $ 3.3 million, and $ 2.6 million was related to the amortization of the debt discount and issuance costs, respectively. 
 Convertible Notes 
 On March 24, 2022 (Initial Closing), the Company issued convertible unsecured subordinated promissory notes (notes or convertible notes) to certain investors, including certain related parties and a then officer of the Company (see Note 15 – Related Parties ), in an aggregate principal amount of 
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 $ 75.0 million with a maturity date of March 24, 2027. Up to but not including the date that is 18 months after the Initial Closing, the convertible notes bore interest at a rate of 6.00 % per annum, payable quarterly in cash or as payment-in-kind at the Company’s election. Thereafter, subject to certain exceptions, the convertible notes bore interest at a rate of (A) the greater of (x) the three-month Secured Overnight Financing Rate and (y) 1.00 % plus (B) 5.00 %, payable quarterly in cash. 
 The Company determined that certain conversion provisions embedded in the convertible notes represented contingent exchange features that qualified as embedded derivatives under ASC 815, Derivatives and Hedging . The qualifying features were collectively bifurcated from the debt host and recorded as a derivative liability in the balance sheets. The derivative liability was accounted for on a fair market value basis. The initial value of the derivative liability at issuance was $ 16.1 million with the offset recorded as a discount to the notes. Changes in fair value were recognized in other expense, net, in the statements of operations. The debt discount was amortized to interest expense over the contractual term of the debt using the straight-line method which approximates the effective interest method. Refer to Note 7 – Fair Value Measurements for further discussion of the valuation of the derivative liability. 
 Concurrently upon the closing of the IPO, the $ 75.1 million of convertible notes automatically converted into 1,177,087 shares of the Company’s Class A common stock. The conversion was accounted for as a debt extinguishment, resulting in the recognition of a $ 9.6 million loss on extinguishment calculated as the difference between the fair value of the shares issued and the carrying value of the notes and the embedded derivative liability. Immediately prior to the extinguishment, a $ 1.4 million loss was recognized from the change in fair value of the embedded derivative liability. 
 2021 Credit Facility 
 On November 3, 2021, the Company executed a $ 50.0 million revolving line of credit with Silicon Valley Bank (as amended, the 2021 Credit Facility). Borrowings under the 2021 Credit Facility bear interest at a floating annual rate equal to the greater of (i) an applicable floor rate that ranges from 2.25 % to 3.0 % based on the Company’s average liquidity position as defined in the 2021 Credit Facility and (ii) the prime rate less a margin that ranged from 0.25 % to 1.0 % based on the Company’s average liquidity position as defined in the 2021 Credit Facility. In addition, the Company pays an unused revolving line facility fee of 0.25 % per year on the average monthly unused amount of commitments under the 2021 Credit Facility. 
 During the year ended December 31, 2024 and 2023, the Company had no borrowings under the 2021 Credit Facility. The Company terminated the 2021 Credit Facility on December 5, 2024. 
 2024 Credit Facility 
 On December 5, 2024, the Company, as borrower, entered into a Credit Agreement with Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, and certain other institutional lenders (2024 Credit Facility). The 2024 Credit Facility, which matures on December 5, 2029, provides the Company with revolving commitments in an aggregate principal amount of $ 100.0 million, with a letter of credit sub-facility of up to $ 10.0 million and with a swingline loan sub-facility of up to $ 10.0 million. The obligations of the Company under the 2024 Credit Facility are secured by a lien on all of the assets of the Company. The 2024 Credit Facility also allows the Company to request incremental revolving commitments of up to $ 100.0 million. 
 Loans under the 2024 Credit Facility bear interest through maturity at a variable rate based upon, at the Company’s option, an annual rate of either a Base Rate or a SOFR rate, plus an applicable margin (Base Rate Loan and Term SOFR Loan, respectively). The Base Rate is defined as a fluctuating rate of interest per annum equal to the highest of (1) the federal funds rate plus 0.50 %, (2) Bank of America N.A.’s prime rate, and (3) Term SOFR plus 1.00 %. The applicable margin is defined as a rate between 0.75 % to 1.25 % for Base Rate Loans and between 1.75 % and 2.25 % for Term SOFR Loans, depending on the Consolidated Net Leverage Ratio as defined in the 2024 Credit Facility. The 2024 Credit Facility 
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 bears a commitment fee ranging from 0.30 % to 0.40 % payable quarterly in arrears based on undrawn amounts. 
 The 2024 Credit Facility contains customary affirmative and negative covenants and restrictions, including limitations on additional indebtedness, creation of liens, restricted payments, investments and certain transactions with affiliates. The Company is also subject to financial covenants to maintain a minimum Consolidated Interest Coverage Ratio of 3.0 to 1.0 and a maximum Consolidated Net Leverage Ratio of 3.0 to 1.0. In addition, the 2024 Credit Facility contains other customary covenants, representations and warranties, and events of default. 
 As of December 31, 2024, the Company 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. Refer to Note 16 – Commitments and Contingencies for further discussion of the Company’s letters of credit. 
 
 7. Fair Value Measurements 
 The following tables present information about financial instruments measured at fair value on a recurring basis (in thousands): 
 
 December 31, 2024 
 Total Level 1 Level 2 Level 3 
 Assets: 
 Cash equivalents $ 346,070 $ 346,070 $ — $ — 
 Total assets $ 346,070 $ 346,070 $ — $ — 

 
 December 31, 2023 
 Total Level 1 Level 2 Level 3 
 Assets: 
 Cash equivalents $ 57,890 $ 57,890 $ — $ — 
 Total assets $ 57,890 $ 57,890 $ — $ — 
 Liabilities: 
 Convertible notes derivative liability $ 25,400 $ — $ — $ 25,400 
 Total liabilities $ 25,400 $ — $ — $ 25,400 

 The Company’s cash equivalents are held in money market funds, which are measured using quoted prices for identical assets in active markets and are therefore classified as Level 1 in the fair value hierarchy. 
 As of December 31, 2023, the estimated fair value of the Company’s convertible notes was $ 95.4 million. Long-term debt is recorded at its carrying value in the balance sheets, which may differ from its fair value. The fair value is estimated using Level 3 inputs in a Monte Carlo simulation. 
 Convertible Notes Derivative Liability 
 The convertible notes contain certain embedded features that are required to be bifurcated and recorded separately from the debt host as a derivative liability at fair value. Refer to Note 6 – Long-Term Debt for further information. 
 The fair value of the derivative liability was determined using a Monte Carlo simulation and a “with-and-without” valuation methodology. The inputs used to estimate the fair value of the derivative instrument include the probability of potential settlement scenarios, the expected timing of such settlement, and an expected volatility determined with reference to historical stock volatilities of 
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 comparable guideline public companies. The derivative liability is classified as Level 3 in the fair value hierarchy. 
 The following table summarizes the activity related to the fair value of the convertible notes derivative liability (in thousands): 
 
 Year ended December 31, 
 2024 2023 
 Fair value at beginning of period $ 25,400 $ 20,400 
 Initial recognition of derivative liability – – 
 Change in fair value 3,085 5,000 
 Settlement of derivative liability $ ( 28,485 ) $ – 
 Fair value at end of period $ – $ 25,400 

 Concurrently upon closing of the IPO, the $75.1 million of convertible notes automatically converted into 1,177,087 shares of the Company’s Class A common stock, and the conversion was accounted for as a debt extinguishment. Immediately prior to the extinguishment, a $ 1.4 million loss was recognized from the change in fair value of the embedded derivative liability. 
 Equity Investment 
 On July 2, 2019, the Company acquired 628,930 shares of the Series A Preferred Stock of a privately-held software company in exchange for cash consideration of $ 0.8 million. The investment represents a minority interest, and the Company has determined that we do not have significant influence over the company. The preferred shares comprising the investment are illiquid, and the fair value is not readily determinable. The Company has elected the measurement alternative to measure this investment at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. The equity investment is classified as Level 3 in the fair value hierarchy. 
 During the years ended December 31, 2024 and 2023, the Company recorded no adjustments to the equity investment. During the year ended December 31, 2022, the Company determined that deterioration in both general market conditions and the industry in which the company operates represented a qualitative indicator of impairment. The Company used a market approach to estimate the fair value of the investment, which requires judgment and the use of unobservable inputs, including investee financial results and comparable market data of public companies. We remeasured the investment to $ 4.5 million as of December 31, 2022, and recorded a $ 4.5 million impairment charge in other expense, net. No upward adjustments were recorded during the year ended December 31, 2022. 
 Since inception, the Company has recorded positive cumulative adjustments in the equity investment of $ 8.3 million and negative cumulative adjustments of $ 4.5 million. 
 
 8. Operating Leases 
 The Company leases office space under a noncancelable operating lease with an expiration date of October 31, 2025 and an option to renew through 2030, which is not expected to be exercised. The lease contains provisions for variable property-related costs for which the Company is responsible, including common area maintenance, property taxes, and insurance. 
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 The components of lease cost are as follows (in thousands): 
 
 Year ended December 31, 
 2024 2023 2022 
 Operating lease cost $ 1,078 $ 1,078 $ 1,262 
 Short-term lease cost 36 34 12 
 Variable lease cost 1,277 1,267 1,316 
 Total lease cost, net $ 2,391 $ 2,379 $ 2,590 

 Supplemental cash flow information related to operating leases was as follows (in thousands): 
 
 Year ended December 31, 
 2024 2023 2022 
 Cash paid for amounts included in the measurement of lease liabilities: 
 Operating cash flows for operating leases $ 1,908 $ 1,854 $ 2,012 

 Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average information): 
 
 
 
 December 31, 
 Classification 2024 2023 
 Assets: 
 
 
 
 
 Right-of-use assets – current Prepaid expenses and other current assets $ 831 $ 922 
 Right-of-use assets – long-term Other long-term assets — 831 
 Total leases assets $ 831 $ 1,753 
 Liabilities: 
 
 
 
 
 Operating lease liabilities – current Other current liabilities $ 1,549 $ 1,752 
 Operating lease liabilities – long-term Other long-term liabilities — 1,549 
 Total leased liabilities $ 1,549 $ 3,301 

 The weighted average remaining lease term and discount rate were as follows: 
 
 December 31, 2024 
 Weighted average remaining lease term (in years) 0.8 
 Weighted average discount rate 4.75 % 

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 Future maturities of lease liabilities as of December 31, 2024 are as follows: 
 
 Year ending December 31, In thousands 
 2025 $ 1,616 
 2026 — 
 2027 — 
 2028 — 
 Thereafter — 
 Total minimum lease payments 1,616 
 Less: imputed interest 67 
 Present value of lease liabilities $ 1,549 

 As of December 31, 2024, the Company had executed a new office space lease that had not yet commenced, with minimum lease payments of approximately $ 22.8 million excluded from the table above. We anticipate that this lease will commence during fiscal year 2025 with a term of approximately 11 years. 
 
 9. Redeemable Convertible Preferred Stock and Stockholders’ Equity 
 On April 22, 2024, the Company closed its IPO, in which we issued and sold 2,500,000 shares of our Class A common stock at the IPO price. The Company 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. The Selling Stockholders offered an additional 4,060,700 shares of the Company’s Class A common stock at the IPO price in a secondary offering, for which the Company received no proceeds. In connection with the secondary offering, on April 25, 2024, the underwriters for the IPO exercised their option to purchase an additional 984,105 shares of the Company’s Class A common stock from the Selling Stockholders at the IPO price less underwriting discounts and commissions, with all proceeds going to the Selling Stockholders. 
 In connection with the IPO, on April 22, 2024, the Company filed an amended and restated certificate of incorporation (Restated Certificate). Immediately prior to the effectiveness of the Restated Certificate, all 17,245,954 outstanding shares of redeemable convertible preferred stock automatically converted into an equal number of shares of the Company’s common stock, which were then reclassified into an equal number of shares of the Company’s Class A common stock. In connection with the filing of our Restated Certificate, 9,511,741 shares of the Company’s common stock were reclassified into an equal number of shares of the Company’s Class A common stock. Immediately following the effectiveness of the Restated Certificate and common stock reclassification, 3,668,427 shares of the Company’s Class A common stock outstanding and beneficially owned by Bryan Leach, Chief Executive Officer and President, and certain related entities, were exchanged for an equivalent number of shares of the Company’s Class B common stock. Concurrently upon the closing of the IPO, the $ 75.1 million of convertible notes automatically converted into 1,177,087 shares of the Company’s Class A common stock. 
 Upon the completion of the IPO and filing of the Restated Certificate, the Company’s authorized capital stock consists of 3,000,000,000 shares of the Company’s Class A common stock, par value $ 0.00001 per share, 350,000,000 shares of the Company’s Class B common stock, par value $ 0.00001 per share, and 100,000,000 shares of preferred stock, par value $ 0.00001 per share. 
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 Redeemable Convertible Preferred Stock 
 As of December 31, 2024, there were no shares of redeemable convertible preferred stock issued and outstanding. 
 Preferred Stock 
 As of December 31, 2024, there were no shares of preferred stock issued or outstanding. 
 Common Stock 
 The rights of the holders of the Company’s Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of the Company’s Class A common stock is entitled to one vote per share and is not convertible into any other shares of the Company’s capital stock. Each share of the Company’s Class B common stock is entitled to 20 votes per share and is convertible at any time into one share of the Company’s Class A common stock. 
 The Company had shares of common stock reserved for issuance as follows: 
 
 December 31, 
 2024 2023 
 Redeemable convertible preferred stock outstanding — 17,245,954 
 Stock options outstanding 3,279,483 4,516,612 
 Restricted stock units outstanding 1,043,621 — 
 Restricted stock purchase 11,641 113,846 
 Common stock warrant 4,121,034 3,528,577 
 Remaining shares reserved for future issuances under equity incentive plans 4,277,680 569,736 
 Remaining shares reserved for future issuances under the 2024 Employee Stock Purchase Plan 666,124 — 
 Total shares 13,399,583 25,974,725 

 Restricted Stock Purchase 
 On February 9, 2021, the Company granted an officer of the Company the right to purchase 408,824 shares of restricted common stock, and the officer exercised the purchase option at the grant date fair value of $ 8.30 per share, for a total exercise price of $ 3.4 million (restricted stock purchase). As the restricted stock purchase contained a repurchase option for the Company, the exercise price was initially recognized as a deposit liability that is offset to additional paid in capital as the repurchase option is released. One quarter of the shares were released from the Company’s repurchase option on the one-year anniversary of the grant, and one forty-eighth of the shares are released monthly for the 36 months thereafter. 
 As of December 31, 2024, $ 3.3 million had been released from the Company’s repurchase option and recorded to additional paid in capital. The portion of shares to be released from the repurchase option in the next 12 months, recorded in other current liabilities, is $ 0.1 million. As of December 31, 2023, $ 2.4 million had been released from the Company’s repurchase option and recorded to additional paid in capital, $ 0.8 million was recorded in other current liabilities, and the remainder of $ 0.2 million was recorded in other long-term liabilities. 
 Common Stock Warrants 
 On May 17, 2021, the Company 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. (Commercial Agreement). The Walmart Warrant was issued in exchange for access to Walmart 
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 consumers and is accounted for under ASC 718, Compensation–Stock Compensation (ASC 718), as a share-based payment to a nonemployee in exchange for services to be recognized in the same manner as if the Company paid cash for the services. 
 Pursuant to the terms of the Walmart Warrant, Walmart has the right to purchase up to 3,528,577 shares of the Company’s common stock, subject to a non-discretionary anti-dilution provision, at an exercise price of $ 70.12 , subject to decreases in the event of an initial public offering, a change in control, a direct listing, or a special purpose acquisition company transaction (i.e., liquidity event), if certain pricing thresholds are not met. In accordance with the non-discretionary anti-dilution provision, prior to the consummation of the IPO, the number of shares exercisable increased by an amount equal to 12.4 % of the total increase of the Company’s fully diluted capitalization since issuance. The Walmart Warrant shares increased by 592,457 shares to a new total of 4,121,034 shares. 
 Vesting of the Walmart Warrant is subject to certain conditions, including the achievement of certain milestones and satisfaction of obligations of both parties, or (with respect to 1,648,413 of such shares after the anti-dilution adjustment) the passage of time after the achievement of certain milestones, subject to acceleration if certain operating goals are achieved. Failure to satisfy these conditions or termination of the Commercial Agreement would result in a decrease in the number of shares vesting under the Walmart Warrant. The Walmart Warrant expires, and any vested warrants are no longer exercisable, effective May 17, 2031, or May 17, 2028 in certain cases if the Commercial Agreement is no longer in effect. 
 The grant date (measurement date) of the Walmart Warrant is May 17, 2021, which is the date of the Commercial Agreement. The aggregate grant date fair value of the Walmart Warrant was $ 35.3 million . To factor in the various terms and conditions of the Walmart Warrant, including the potential adjustments if certain pricing thresholds were not met upon an initial public offering or other liquidity event (i.e., considered a market condition), the fair value was determined based on probability weighted estimated fair values determined under both a Black-Scholes option pricing valuation model (assuming no liquidity event) and a Monte Carlo simulation valuation model (assuming a potential liquidity event) with the following assumptions: 
 
 Black-Scholes Option Pricing Model Monte Carlo Simulation 
 Risk-free interest rate 1.64 % 1.64 % 
 Expected dividend yield – – 
 Expected volatility 50 % 50 % / 65 % 
 
 Expected term (in years) 10.0 10.0 

 The adjustment under the anti-dilution provision on April 22, 2024 represents a modification under ASC 718. The aggregate grant date fair value of the 592,457 additional shares granted under the anti-dilution provision is $ 37.2 million. T he fair value was determined based on a Black-Scholes option pricing valuation model with the following assumptions: 
 
 Black-Scholes Option Pricing Model 
 Risk-free interest rate 4.61 % 
 Expected dividend yield — 
 Expected volatility 65 % 
 Expected term (in years) 7.1 

 The fair value of the portion of the Walmart Warrant that vests upon achievement of the performance conditions is recognized as sales and marketing expense when the performance conditions are considered probable of achievement, and the fair value of the remaining portion is recognized as sales and marketing expense over time beginning upon achievement of certain performance conditions through 
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 the remainder of the Commercial Agreement term, subject to acceleration if certain operating goals are achieved, and subject to certain forfeiture and repurchase terms. 
 In September 2023, the performance conditions required for vesting were deemed probable, and the Company began to recognize stock-based compensation expense. During the year ended December 31, 2023, we recognized s tock-based compensation expense in sales and marketing expense of $ 13.2 million, of which $ 12.3 million related to the vesting of the performance conditions, while $ 0.9 million related to the vesting of the service conditions . During the years ended December 31, 2024, we recognized s tock-based compensation expense in sales and marketing expense of $ 29.3 million, of which $ 17.5 million related to an incremental adjustment for the anti-dilution provision modification upon IPO and the remaining expense related to vesting of the service condition. 
 Unrecognized stock-based compensation expense related to the unvested portion of the Walmart Warrant was $ 30.1 million as of December 31, 2024 . This amount is expected to be recognized over a weighted average period of 3.8 years. 
 Share Repurchase Program 
 On August 22, 2024, the Company announced that its board of directors approved a share repurchase program, with authorization to purchase up to an aggregate of $ 100.0 million of the Company’s Class A common stock (Share Repurchase Program). The Share Repurchase Program has no expiration date. 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). The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of its Class A common stock under this authorization. The Company is not obligated under the Share Repurchase Program to acquire any particular amount of Class A common stock, and the Company may terminate or suspend the Share Repurchase Program at any time. 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. 
 During the year ended December 31, 2024 , the Company repurchased 518,683 shares of its Class A common stock for an aggregate repurchase amount of $ 31.3 million , inclusive of broker commissions and legal costs. Repurchases are reflected in treasury stock on the condensed balance sheets. As of December 31, 2024, $ 68.8 million remains available and authorized for repurchase under the Share Repurchase Program. Activity under the Share Repurchase Program is recognized in the condensed balance sheets on a trade-date basis. 
 
 10. Revenue 
 Disaggregation of Revenue 
 The Company’s disaggregated revenue by type of service is as follows (in thousands): 
 
 Year ended December 31, 
 2024 2023 2022 
 Redemption revenue $ 308,824 $ 243,886 $ 138,657 
 Ad & other revenue 58,430 76,151 72,045 
 Total revenue $ 367,254 $ 320,037 $ 210,702 

 Deferred Revenue 
 Deferred revenue, a contract liability, consists of fees and cash back offers collected from clients that will be applied to future campaigns. Deferred revenue is expected to be recognized as clients redeem 
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 offers over the term of the campaigns, net of the cash back offer, which generally occurs within twelve months. Deferred revenue was $ 5.0 million and $ 2.6 million as of December 31, 2024 and 2023, respectively. 
 Revenue recognized from deferred revenue at the beginning of the year is as follows (in thousands): 
 
 Year ended December 31, 
 2024 2023 2022 
 Revenue recognized $ 2,370 $ 2,659 $ 2,115 

 
 11. Stock-Based Compensation 
 Stock-Based Compensation Expense 
 The Company’s stock-based compensation expense is recorded as follows (in thousands): 
 
 Year ended December 31, 
 2024 2023 2022 
 Cost of revenue $ 1,484 $ 659 $ 854 
 Sales and marketing (1) 
 39,086 15,420 1,836 
 Research and development 9,325 2,074 1,835 
 General and administrative 26,321 2,015 1,975 
 Total stock-based compensation expense $ 76,216 $ 20,168 $ 6,500 

 _______________ 
 (1) Sales and marketing includes common stock warrant expense of $ 29.3 million and $ 13.2 million recognized during the years ended December 31, 2024 and 2023, respectively. No common stock warrant expense was recognized during the year ended December 31, 2022. See Note 9 – Redeemable Convertible Preferred Stock and Stockholders’ Equity . 
 The Company capitalized an immaterial amount of stock-based compensation expense to capitalized software development costs during each of the years ended December 31, 2024, 2023, and 2022. 
 Unrecognized stock-based compensation expense as of December 31, 2024 was $ 49.7 million for unvested restricted stock units, $ 9.6 million for unvested stock options, and $ 0.7 million for the ESPP and is expected to be recognized over a weighted average period of 3.1 years, 2.3 years, and 0.4 years, respectively. 
 Equity Incentive Plan 
 In April 2024, the Company’s board of directors approved the 2024 Equity Incentive Plan (2024 Plan), which became effective in connection with the IPO. The 2024 Plan provides for the grant of stock options, restricted stock, RSUs, stock appreciation rights, performance units, and performance shares to eligible employees, directors, and consultants. The 2011 Equity Incentive Plan (2011 Plan), which terminated effective immediately prior to the effectiveness of the 2024 Plan, provided for the grant of various stock awards to employees of the Company, including incentive stock options, nonqualified stock options, and RSUs. 
 As of December 31, 2024, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2024 Plan is equal to 4,633,636 shares. The number of shares available for issuance will automatically increase on the first day of each fiscal year of the Company, beginning on January 1, 2025, in an amount equal to the least of (i) 5,400,000 shares, (ii) 5 % of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year. 
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 Stock Options 
 The Company’s option awards typically vest over a three - or four-year period and expire 10 years from the grant date. The exercise price of the option awards is typically equal to the fair value of the Company’s common stock at the date of grant. As defined in the individual option award agreements, certain option awards provide for accelerated vesting if there is a sale of the Company and the outlined employees are terminated in a specific time period thereafter. 
 A summary of option activity for the year ended December 31, 2024 is as follows: 
 
 Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term 
(in years) Aggregate Intrinsic Value 
(in thousands) 
 Options outstanding as of December 31, 2023 
 4,516,612 $ 14.34 7.4 $ 75,915 
 Granted 184,148 31.15 
 
 
 
 
 Exercised ( 1,056,425 ) 12.81 
 
 
 
 
 Forfeited or expired ( 364,852 ) 16.97 
 
 
 
 
 Options outstanding as of end of period 3,279,483 $ 15.49 6.5 $ 162,641 
 Options vested and exercisable as of December 31, 2024 
 2,341,113 $ 14.10 5.9 $ 119,361 

 The total intrinsic value of stock options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 54.6 million, $ 2.8 million, and $ 2.0 million, respectively. 
 In July 2021, the Company granted stock option awards to our named executive officers in anticipation of an initial public offering in 2021. The stock options were scheduled to vest in equal monthly installments over the four-year period after the vesting commencement date (or in the case of one of the two awards granted to the CEO, the one-year anniversary of the vesting commencement date). The vesting commencement date for each award was the effectiveness of a registration statement on Form S-1 under the Securities Act. In March 2024, the awards were modified to accelerate the vesting by amending the vesting commencement date to be the grant date. The modification increased the fair value of the options by $ 3.0 million. 
 As a result of the IPO, the liquidity event condition associated with these stock options was satisfied as of the effectiveness of the registration statement on Form S-1 under the Securities Act on April 17, 2024. Upon the IPO, we recognized an $ 11.4 million cumulative stock-based compensation expense adjustment using the accelerated attribution method associated with the stock options for which the portion of the service period had been satisfied and vested through achievement of the liquidity event condition upon the IPO. Prior to the IPO, no stock-based compensation expense was recognized for these stock options as the liquidity event condition was not probable. 
 The total fair value of stock options vested during the years ended December 31, 2024, 2023, and 2022 was $ 16.7 million, $ 10.0 million, and $ 6.7 million, respectively. 
 The weighted average grant date fair value for options granted during the years ended December 31, 2024, 2023, and 2022 was $ 21.40 , $ 9.00 , and $ 10.77 , respectively. The fair value of options granted was 
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 estimated using the Black Scholes option-pricing model using the following weighted average assumptions: 
 
 Year ended December 31, 
 2024 2023 2022 
 Risk-free interest rate 
 4.07 % 4.16 % 2.43 % 
 Expected dividend yield 
 — — — 
 Expected volatility 75 % 71 % 66 % 
 Expected term (in years) 
 6.1 6.0 5.9 

 Restricted Stock Units 
 A summary of RSU activity for the year ended December 31, 2024 is as follows: 
 
 RSUs Weighted Average Grant Date Fair Value per Share 
 Unvested and outstanding as of December 31, 2023 
 — $ — 
 Granted 1,327,238 62.36 
 Vested ( 181,295 ) 55.14 
 Forfeited or expired ( 102,322 ) 65.08 
 Unvested and outstanding as of December 31, 2024 
 1,043,621 $ 63.35 

 The total fair value of RSUs vested during the year ended December 31, 2024, was $ 10.0 million. No RSUs vested during the years ended December 31, 2023 and 2022. 
 Prior to and in connection with the IPO, the Company granted RSUs to employees and executives that vest upon the satisfaction of both a service condition and a liquidity event condition (double-trigger awards). The service condition for the majority of these awards is satisfied over four years with awards vesting on each quarterly vesting date (defined as the first trading day on or after March 1, June 1, September 1, and December 1). The liquidity event condition is satisfied upon the occurrence of a qualifying event, defined as the earlier to occur of (i) a change of control or (ii) the first quarterly vest date after the expiration of the lock-up period following the completion of an IPO, subject in each instance to continued service to the Company. 
 As a result of the IPO, the liquidity event condition associated with all double-trigger awards was deemed probable as of the effectiveness of the registration statement on Form S-1 under the Securities Act on April 17, 2024. Upon the IPO, we recognized a $ 2.6 million cumulative stock-based compensation expense adjustment using the accelerated attribution method associated with the double-trigger awards for which the portion of the service period had been satisfied. The double-trigger awards began vesting on December 1, 2024, which was the first quarterly vest date after the expiration of the lock-up period 
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 following the completion of the IPO. The vesting of certain double-trigger awards was accelerated prior to December 1, 2024 related to terminations. 
 RSUs granted after the IPO are subject to a service-based vesting condition only, which is typically a three - or four-year period. 
 CEO Performance-Based RSU 
 
 
 On April 17, 2024, the Company issued a performance-based RSU award to the CEO (CEO PRSU). The CEO PRSU awards a target number of RSUs to the CEO, totaling 125,216 RSUs, that become eligible to vest based on the Company’s total shareholder return (TSR) relative to the TSRs of the companies in the Russell 2000 Index during the performance period from the grant date through December 31, 2026. A percentage of the target number of RSUs, ranging from zero to 200 %, will vest based on the percentile rank of the Company's TSR relative to that of the other companies in the index over the performance period. The award is subject to the CEO’s continued service to the Company, and the TSR condition is a market condition. In addition, the CEO PRSU is subject to acceleration upon a change in control. 
 The Company estimated the fair value of the CEO PRSU on the April 17, 2024 issuance date using a Monte Carlo simulation that incorporates the probability of achievement of the market condition, resulting in an aggregate grant date fair value of $ 14.3 million. The key assumptions used include a risk-free rate of 4.76 %, an expected volatility of approximately 57 %, and an expected term of 2.7 years. 
 During the year ended December 31, 2024, we recognized $ 3.7 million of stock-based compensation expense related to the CEO PRSU. 
 Employee Stock Purchase Plan (ESPP) 
 In April 2024, the Company’s board of directors approved the 2024 ESPP, which became effective in connection with the IPO. Initially, there are 715,000 shares of the Company’s Class A common stock reserved for issuance under the ESPP. The number of shares available for issuance will automatically increase on the first day of each fiscal year of the Company, beginning on January 1, 2025, in an amount equal to the least of (i) 1,100,000 shares of Class A common stock, (ii) 1 % of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the board of directors. 
 The ESPP allows eligible employees to purchase shares of the Company’s Class A common stock at a discounted price per share through payroll deductions over consecutive offering periods that are approximately six months in length. Each offering period has a single purchase period of the same duration. The offering periods will generally start on the first trading day on or after May 15 and November 15 each year and end on the first trading day on or after the following November 15 and May 15, respectively. The per share purchase price is equal to 85% of the lesser of the fair market value of a 
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 share of the Company’s Class A common stock on (i) the first trading date of the offering period or (ii) the last trading day of the offering period. 
 During the year ended December 31, 2024, the Company recognized stock-based compensation expense related to the ESPP of $ 1.6 million and issued 48,876 shares of its Class A common stock under the ESPP. 
 The fair value of ESPP shares was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: 
 
 Year ended December 31, 
 2024 
 Risk-free interest rate 
 4.96 % 
 Expected dividend yield 
 — 
 Expected volatility 50 % 
 Expected term (in years) 
 0.5 

 
 12. Employee Benefit Plan 
 The Company sponsors a defined contribution plan pursuant to Section 401(k) of the Internal Revenue Code for all eligible employees. The Company’s matching contribution expense was $ 3.6 million, $ 2.9 million, and $ 2.3 million during the years ended December 31, 2024, 2023, and 2022, respectively. 
 
 13. Income Taxes 
 The (benefit from) provision for income taxes consists of the following (in thousands): 
 
 Year ended December 31, 
 2024 2023 2022 
 Current taxes: 
 Federal 2,688 2,419 — 
 State 6,688 3,515 262 
 Total current taxes 9,376 5,934 262 
 Deferred taxes: 
 Federal ( 41,331 ) — — 
 State ( 12,291 ) — — 
 Total deferred taxes ( 53,622 ) — — 
 (Benefit from) provision for income taxes 
 $ ( 44,246 ) $ 5,934 $ 262 

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 The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company's effective tax rate: 
 
 Year ended December 31, 
 2024 2023 2022 
 Federal income tax rate 21.0 % 21.0 % 21.0 % 
 State and local taxes, net of federal benefit 17.2 % 6.3 % ( 0.4 ) % 
 Permanent items — % 6.7 % ( 4.0 ) % 
 Stock-based compensation ( 11.9 ) % 2.1 % ( 1.9 ) % 
 Net federal prior period adjustment ( 3.3 ) % ( 0.5 ) % ( 2.9 ) % 
 Change in valuation allowance ( 239.3 ) % ( 17.8 ) % ( 34.9 ) % 
 Tax credit ( 19.9 ) % ( 15.0 ) % 22.7 % 
 Warrant expenses 25.1 % 6.3 % — % 
 Uncertain tax position ( 8.2 ) % 4.4 % — % 
 Convertible note 13.9 % — % — % 
 Executive compensation disallowed 8.7 % — % — % 
 Equity compensation related adjustment 16.0 % — % — % 
 Effective tax rate ( 180.7 ) % 13.5 % ( 0.4 ) % 

 The significant components of deferred income taxes were as follows (in thousands): 
 
 December 31, 
 2024 2023 
 Deferred tax assets: 
 Net operating loss, credit carryforwards 19,533 12,911 
 Accruals and reserves 9,640 7,309 
 User redemption liability 9,630 11,637 
 Capitalized research and development 39,031 30,285 
 Gross deferred tax assets 77,834 62,142 
 Less: valuation allowance — ( 58,624 ) 
 Total deferred tax assets 77,834 3,518 
 Deferred tax liabilities: 
 Property and equipment ( 3,416 ) ( 2,045 ) 
 Other deferred tax liabilities ( 1,207 ) ( 1,473 ) 
 Gross deferred tax liabilities ( 4,623 ) ( 3,518 ) 
 Net deferred tax assets $ 73,211 $ — 

 In accordance with ASU 2015-17, Income Taxes, (Topic 740): Balance Sheet Classification of Deferred Taxes , all deferred tax assets and liabilities have been classified as noncurrent on the balance sheets. 
 The Company regularly assesses the ability to realize deferred tax assets based on the weight of all available evidence, including such factors as the history of recent earnings and expected future taxable income. Judgment is required in determining whether a valuation allowance should be recorded against deferred tax assets. Due to cumulative income in recent years, including the effect of permanent adjustments, continuing revenue growth, and the expectation of sustained profitability in future periods, we concluded that as of December 31, 2024, it was more likely than not that the federal and state tax 
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 assets were realizable. As a result, the Company released the entire valuation allowance of $ 58.6 million during the year ended December 31, 2024. 
 The table below details the activity of the deferred tax assets valuation allowance (in thousands): 
 
 
 
 Balance at 
Beginning of Year Additions Deductions Balance at 
End of Year 
 Deferred tax assets valuation allowance: 
 Year ended December 31, 2024 $ ( 58,624 ) $ — $ 58,624 $ — 
 Year ended December 31, 2023 $ ( 65,270 ) $ — $ 6,646 $ ( 58,624 ) 
 Year ended December 31, 2022 $ ( 43,440 ) $ ( 21,830 ) $ — $ ( 65,270 ) 

 As of December 31, 2024 and 2023, the Company had no federal net operating losses, net of uncertain tax positions, for U.S. federal income tax purposes. As of December 31, 2024 and 2023, the Company had federal tax credit carryforwards of $ 7.8 million and $ 17.7 million, respectively. Total state tax credits as of December 31, 2024 and 2023 were immaterial. If unused, the federal tax credit carryforwards will begin to expire in 2042, and the state tax credits will begin to expire in 2028. 
 As of December 31, 2024 and 2023, the Company had state net operating loss carryforwards, net of uncertain tax positions, of $ 68.1 million and $ 76.5 million, respectively. As of December 31, 2024, $ 60.8 million of the state net operating losses expire between 2034 through 2042. As of December 31, 2024, $ 7.3 million of the state net operating losses in 2018 and subsequent years for states that conform to the federal tax law changes do not expire and can be carried forward indefinitely. If a business combination is consummated such that a change in control occurs, these net operating losses may become subject to an annual limitation as defined under Section 382 of the Internal Revenue Code of 1986, as amended. 
 Management has evaluated the income tax positions taken or expected to be taken, if any, on income tax returns filed and the likelihood that, upon examination by relevant jurisdictions, those income tax positions would be sustained. The Company recognizes interest accrued and penalties related to unrecognized uncertain tax position benefits in income tax expense. Total accrued interest and penalties as of December 31, 2024 and 2023 were immaterial. A reconciliation of the beginning and ending amount of unrecognized tax benefits were as follows (in thousands): 
 
 Year ended December 31, 
 2024 2023 2022 
 Beginning balance $ 15,306 $ 17,251 $ 18,800 
 Additions/(reductions) based on tax positions related to the current year 4,506 ( 1,945 ) ( 1,549 ) 
 Additions/(reductions) for tax positions related to prior years — — — 
 Ending balance $ 19,812 $ 15,306 $ 17,251 

 An insignificant portion of the unrecognized tax benefits, if recognized, is expected to impact the effective tax rate. A material reduction of unrecognized tax benefits within the next twelve months is not expected. 
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 We file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. While the applicable statute of limitations are generally open for three to four years for the jurisdictions in which we file, we remain subject to income tax examinations for all years in certain jurisdictions due to the usage of carryforward attributes, such as net operating losses and research and development credits. The Internal Revenue Service (IRS) commenced an examination of our U.S. income tax returns for the tax year ended December 31, 2021 in the second quarter of 2024. As of December 31, 2024, the IRS has not proposed any adjustments to our tax positions. The Company's state income tax returns are subject to audit. The Company is not currently under audit by state taxing authorities. 
 
 14. Net Income (Loss) Per Share 
 Following the IPO, the Company has two series of common stock, Class A common stock and Class B common stock. The rights of the holders of the Company’s Class A common stock and Class B common stock are identical, except with respect to voting and conversion. As the liquidation and dividend rights are identical, basic and diluted net income (loss) per share are the same for Class A common stock and Class B common stock. 
 Basic and diluted net income (loss) per share is calculated as follows (in thousands, except share and per share amounts): 
 
 Year ended December 31, 
 
 2024 2023 2022 
 Numerator: 
 Net income (loss) $ 68,742 $ 38,117 $ ( 54,861 ) 
 Denominator: 
 Weighted average shares of common stock outstanding, basic 24,124,833 8,948,537 8,672,426 
 Plus: dilutive effect of stock options 2,551,403 727,076 — 
 Plus: dilutive effect of RSUs 184,695 — — 
 Plus: dilutive effect of redeemable convertible preferred stock — 17,245,954 — 
 Weighted average common shares outstanding, diluted 26,860,931 26,921,567 8,672,426 
 Net income (loss) per share, basic $ 2.85 $ 4.26 $ ( 6.33 ) 
 Net income (loss) per share, diluted $ 2.56 $ 1.42 $ ( 6.33 ) 

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 As the Company incurred a net loss during the year ended December 31, 2022, basic net loss per share is equivalent to diluted net loss per share as the inclusion of all potentially dilutive securities outstanding would have been antidilutive. 
 The following potentially dilutive common shares, presented based on amounts outstanding, were excluded from the computation of diluted net income (loss) per share because their effect would have been antidilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied at the end of the reporting period: 
 
 Year ended December 31, 
 
 2024 2023 2022 
 Stock options — 2,944,025 4,078,088 
 RSUs 317,120 — — 
 ESPP 44,109 — — 
 Unvested shares of restricted stock purchase 11,641 113,846 216,052 
 Redeemable convertible preferred stock — — 17,245,954 
 Common stock warrant 4,121,034 3,528,577 3,528,577 
 Total shares excluded from diluted net income (loss) per share 4,493,904 6,586,448 25,068,671 

 Potentially dilutive common shares with respect to the convertible notes are not presented in the table above. The shares are excluded as of December 31, 2023 and 2022, because no conditions required for conversion had occurred, and as of December 31, 2024 because the shares are included in the calculation of basic net income (loss) per share after converted into shares of the Company’s Class A common stock in connection with the IPO. 
 
 15. Related Parties 
 Retention of Wilson Sonsini Goodrich & Rosati, P.C. 
 Larry W. Sonsini, a member of the Company’s Board of Directors, is a founding partner of the law firm Wilson Sonsini Goodrich and Rosati, Professional Corporation (Wilson Sonsini), which serves as outside corporate counsel to the Company. During the years ended December 31, 2024, 2023, and 2022, the Company spent a total of $ 4.1 million, $ 2.0 million, and $ 0.5 million, respectively. Amounts payable to Wilson Sonsini were $ 0.4 million as of December 31, 2024, and $ 1.0 million as of December 31, 2023. 
 Convertible Notes 
 The Company issued convertible notes to certain investors on March 24, 2022 (see Note 6 – Long-Term Debt ). Convertible notes in the principal aggregate amount of $ 69.5 million were issued to Koch Disruptive Technologies, LLC (KDT), which was the sole purchaser of the Company’s Series D convertible preferred stock, the beneficial owner of more than 5 % of the Company's outstanding capital stock, and was represented on the Company’s board of directors. Convertible notes in the principal aggregate amount of $ 0.1 million were also issued to WS Investment Company LLC (2022A), which is affiliated with Wilson Sonsini and is represented on the Company’s board of directors. Convertible notes in the principal aggregate amount of $ 0.5 million each were also issued to a then officer of the Company, an immediate family member of an officer and principal owner of the Company, and a trust to which an immediate family member of an officer and principal owner of the Company is a trustee. 
 Concurrently upon the closing of the IPO, the $ 75.1 million of convertible notes automatically converted into 1,177,087 shares of the Company’s Class A common stock. At the time of the closing of the IPO, KDT was no longer represented on the Company’s board of directors. 
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 16. Commitments and Contingencies 
 Letters of Credit 
 As of December 31, 2024 and 2023, the Company had standby letters of credit in the aggregate amount of $ 1.4 million and $ 0.8 million, respectively, related to office space leases. Subsequent to the termination of the 2021 Credit Facility on December 5, 2024 (see Note 6 - Long-Term Debt ), the Company’s restricted cash is held to secure $ 0.4 million of the balance of the letters of credit, and the remainder is collateralized by our 2024 Credit Facility. 
 Tax Reserves 
 We conduct operations in many tax jurisdictions. In some of these jurisdictions, non-income-based taxes, such as sales and other indirect taxes, may be assessed on our operations. There is uncertainty and judgement as to the taxability of the Company’s services and what constitutes sufficient presence for a jurisdiction to levy such taxes. 
 The Company records tax reserves in other current liabilities on the balance sheets when they become probable and the amount can be reasonably estimated. As of December 31, 2024 and 2023, tax reserves were immaterial. Due to the estimates involved in the analysis, the Company expects that the liability will change over time and could exceed the current estimate. The Company may also be subject to examination by the relevant state taxing authorities. 
 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, future minimum payments under these non-cancelable purchase obligations were as follows: 
 
 Year ending December 31, In thousands 
 2025 41,716 
 2026 36,633 
 2027 27,469 
 2028 24,268 
 2029 22,019 
 Thereafter $ 19,000 
 Total $ 171,105 

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 Table of Contents 

 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 
 None.
Ibotta, Inc. 10-K

Item 8. Financial Statements and Supplementary Data
