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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 425 added, 412 removed, 609 unchanged (58% of the section changed)

Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 185 )

Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income ( Loss )

Statements of Redeemable Convertible Preferred Stock and Stockholders’ ( D e f i c i t) Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Table o f Contents

Statements of Operations

Statements of Comprehensive Income

Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity ( D e f i c i t)

Statements of Cash Flows

Notes to F inancial S tatements

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

To the Stockholders and the Board of Directors

Ibotta, Inc.:

Opinion on the Consolidated Financial Statements

Opinion on the 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.

(the Company) as of December 31, 2025 and 2024, the related statements of operations, comprehensive income, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2026 expressed an opinion on the effectiveness of the Company’s internal control over financial reporting.

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.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the 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.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 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 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 financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Notes 2 and 10 to the financial statements, the Company primarily derives revenue from the redemption of digital promotions and from advertisement services on the Ibotta Performance

Network (IPN).

The Company recorded $342.4 million of revenue for the year ended December 31, 2025.

We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter.

Subjective auditor judgment was required to evaluate the nature and extent of audit evidence obtained for revenue due to the nature of the revenue recognition process and complexity of information technology (IT) systems involved.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process.

This included certain general information technology and application controls for the systems utilized within the revenue process.

We involved IT professionals with specialized skills and knowledge who assisted in this evaluation.

For certain revenue streams, we performed a software-assisted data analysis to test relationships among certain revenue transactions.

For a sample of transactions identified as higher-risk by our data analytics, we assessed recorded revenue for consistency with underlying documentation, including customer contracts and invoices, to evaluate the accuracy and timing of revenue recognition.

We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.

We have served as the Company’s auditor since 2020.

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February 25, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

Ibotta, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Ibotta, Inc.'s (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, 2025 and 2024, the related statements of operations, comprehensive income, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Denver, Colorado

February 25, 2026

BALANCE SHEETS

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Deferred tax assets, net 54,850 73,211

Operating lease assets 9,901 —

Other long-term assets 1,077 794

Total assets $ 525,911 $ 678,429

Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity

Liabilities and Stockholders’ Equity

Current liabilities:

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Long-term liabilities:

Long-term debt, net — 64,448

Convertible notes derivative liability — 25,400

Other long-term liabilities 16,981 3,864

Operating lease liabilities, long-term 25,501 —

Unrecognized tax benefits, long-term 4,999 16,981

Total liabilities 238,260 221,146

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

100,000,000 shares authorized and zero shares issued and outstanding as of December 31, 2025, and December 31, 2024

Class A common stock, $ 0.00001 par value:

3,000,000,000 shares authorized, 29,429,656 shares issued, and 22,041,313 shares outstanding as of December 31, 2025;

zero shares authorized, issued, and outstanding as of December 31, 2023

3,000,000,000 shares authorized, 28,332,671 shares issued, and 27,813,988 shares outstanding as of December 31, 2024

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

350,000,000 shares authorized and 3,137,424 shares issued and outstanding as of December 31, 2025 and December 31, 2024

Additional paid-in capital 692,097 629,050

Treasury stock, at cost, 518,683 shares at December 31, 2024 and zero shares at December 31, 2023

Treasury stock, at cost, 7,388,343 shares as of December 31, 2025 and 518,683 shares as of December 31, 2024

( 267,575 ) ( 31,321 )

Accumulated deficit ( 136,871 ) ( 140,446 )

Total stockholders' equity 287,651 457,283

Total liabilities, redeemable convertible preferred stock, and stockholders' equity $ 678,429 $ 319,790

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

Total liabilities and stockholders' equity $ 525,911 $ 678,429

See accompanying notes to the financial statements.

STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

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Total operating expenses 272,175 289,208 220,046

Income (loss) from operations 27,925 55,999 ( 40,313 )

(Loss) income from operations ( 841 ) 27,925 55,999

Interest income (expense), net 10,781 9,414 ( 6,884 )

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Other expense, net ( 93 ) ( 3,157 ) ( 5,064 )

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:

Income before (provision for) benefit from income taxes 9,847 24,496 44,051

(Provision for) benefit from income taxes ( 6,272 ) 44,246 ( 5,934 )

Net income $ 3,575 $ 68,742 $ 38,117

Net income per share:

Basic $ 0.13 $ 2.85 $ 4.26

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Diluted 30,100,579 26,860,931 26,921,567

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

See accompanying notes to the financial statements.

STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

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2025 2024 2023

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.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

Net income $ 3,575 $ 68,742 $ 38,117

Other comprehensive income:

Net unrealized gain on short-term investments — — 126

Total other comprehensive income — — 126

Comprehensive income $ 3,575 $ 68,742 $ 38,243

See accompanying notes to the financial statements.

STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share amounts)

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Balance, December 31, 2022 17,245,954 $ — 8,793,880 $ — $ 212,637 $ ( 247,305 ) $ ( 126 ) $ ( 34,794 )

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

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Balance, December 31, 2023 17,245,954 $ — 9,207,337 $ — $ 237,116 $ ( 209,188 ) $ — $ 27,928

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT), CONT.

See accompanying notes to the financial statements.

STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT), CONT.

(In thousands, except share amounts)

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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.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Net income — — — — — — — 3,575 3,575

Exercise of stock options — — 594,148 — — — 9,124 — 9,124

Stock-based compensation expense (inclusive of capitalized stock-based compensation) — — — — — — 54,026 — 54,026

Release of restricted stock purchase shares from repurchase option — — 11,641 — — — 97 — 97

Repurchase of common stock — — — — ( 6,869,660 ) ( 236,254 ) — — ( 236,254 )

Issuance of common stock upon settlement of restricted stock units — — 499,501 — — — — — —

Common stock withheld for tax obligation and net settlement — — ( 100,493 ) — — — ( 3,420 ) — ( 3,420 )

Issuance of common stock under employee stock purchase plan — — 92,188 — — — 3,220 — 3,220

Balance, December 31, 2025 — $ — 32,567,080 $ — ( 7,388,343 ) $ ( 267,575 ) $ 692,097 $ ( 136,871 ) $ 287,651

(1) Subsequent to the Company’s initial public offering in April 2024, amounts combine the Company’s Class A common stock and Class B common stock.

See Note 9 - Redeemable Convertible Preferred Stock and Stockholders' Equity in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 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.

See accompanying notes to the financial statements.

STATEMENTS OF CASH FLOWS

(In thousands)

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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:

Net income $ 3,575 $ 68,742 $ 38,117

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 8,320 8,080 6,664

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Credit loss expense 1,963 1,215 828

Loss on extinguishment of debt 9,686 — —

Impairment of equity investment — — 4,532

Loss on debt extinguishment — 9,686 —

Amortization of debt discount and issuance costs 152 1,055 3,310

Change in fair value of convertible notes derivative liability — 3,085 5,000

Deferred income taxes 3,146 ( 53,622 ) —

Other 30 28 62

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Other current and long-term liabilities 8,778 15,734 ( 507 )

Net cash provided by (used in) operating activities 115,917 22,716 ( 56,499 )

Net cash provided by operating activities 95,274 115,917 22,716

Investing activities

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Additions to capitalized software development costs ( 14,010 ) ( 9,330 ) ( 7,680 )

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

2 unchanged sentences

Proceeds from exercise of stock options 9,124 13,478 3,049

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 ( 2 ) ( 808 ) ( 12 )

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Other financing activities — ( 90 ) —

Net cash provided by financing activities 181,383 2,385 74,047

Net cash (used in) provided by financing activities ( 224,049 ) 181,383 2,385

Net change in cash, cash equivalents, and restricted cash ( 163,078 ) 287,099 44,773

1 unchanged sentence

Cash, cash equivalents, and restricted cash, end of period $ 186,612 $ 349,690 $ 62,591

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONT.

See accompanying notes to the financial statements.

STATEMENTS OF CASH FLOWS, CONT.

(In thousands)

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Supplemental disclosures of non-cash investing and financing activities

Share repurchases in accounts payable and accrued expenses $ 3,283 $ — $ —

Stock-based compensation included in capitalized software development costs 1,120 421 414

Conversion of convertible debt into Class A common stock — 103,584 —

See accompanying notes to the consolidated financial statements.

Notes to Consolidated Financial Statements

Property and equipment in accounts payable and accrued expenses $ 2,946 $ 175 $ 209

See accompanying notes to the financial statements.

Notes to Financial Statements

Nature of Operations

(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.

We provide promotional services to our clients 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.

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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).

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.

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.

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.

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.

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.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S.

The Company does not have any subsidiaries or controlled affiliates;

therefore, the financial statements do not require consolidation.

Certain prior year amounts have been reclassified to reflect the current year presentation.

These reclassifications had no effect on the Company’s previously reported net income, comprehensive income, stockholders’ equity, or cash flows.

The financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented.

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.

The preparation of financial statements in conformity with U.S.

Management evaluates its estimates that include, but are not limited to, the allowance for credit losses, useful lives and impairment of long-lived assets, software development costs, including capitalization and the allocation of labor costs between cost of revenue and research and development expense, income taxes, leases, contingent liabilities, revenue recognition, breakage, and stock-based compensation.

The Company believes that the estimates, judgments, and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made.

Actual results could differ materially from these estimates.

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.

Our CODM, the Chief Executive Officer, manages the Company’s operations as a single operating and reportable segment.

Accordingly, our CODM uses net income as reported in the 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 statements of operations.

The measure of segment assets is reported on the balance sheets as total assets.

Notes to Financial Statements

Fair Value Measurements

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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

Notes to Financial Statements

derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

or model-derived valuations in which all significant inputs are observable or can be 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.

The carrying amounts of the Company's cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and other current liabilities 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):

As of December 31, 2024, restricted cash was pledged as security for a standby letter of credit for the Company’s former headquarters lease that expired in October 2025.

Restricted cash was classified as current based on the expiration date of the lease.

No restricted cash is held as of December 31, 2025.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the balance sheets to the amounts reported in the statements of cash flows (in thousands):

Cash and cash equivalents $ 186,612 $ 349,282

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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 reduces credit risk by placing the large majority of its cash, cash equivalents, and restricted cash with major financial institutions within the United States.

The Company does not require collateral for accounts receivable.

As of December 31, 2025 and 2024, one client accounted for 15 % and 11 % of accounts receivable, respectively.

There were no clients that represented 10% or more of the Company's revenue during the years ended December 31, 2025, 2024, and 2023.

Notes to Financial Statements

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 recorded at the invoiced amount of gross billings for fees and rewards, 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.

An allowance for credit losses is recorded based on our best estimate of expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in the allowance are classified as general and administrative expense in the statements of operations.

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.

The following table presents changes in the accounts receivable allowance for credit losses (in thousands):

2025 2024 2023

Beginning Balance $ 3,765 $ 3,160 $ 3,123

provision for expected credit losses 1,963 1,215 828

write-offs, net of recoveries ( 3,234 ) ( 610 ) ( 791 )

Ending Balance $ 2,494 $ 3,765 $ 3,160

Property and Equipment, Net

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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.

Notes to Financial Statements

Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation, and any related gain or loss is recognized in other expense, net, in the statements of operations.

Depreciation is recorded using the straight-line method over the estimated useful life of each asset, which are as follows:

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Software Development Costs

The Company capitalizes certain costs associated with developing and enhancing internally developed software, primarily related to the Company's technology platform.

The Company capitalizes certain costs associated with developing and enhancing internally developed software, related to the Company's technology platform, capabilities, and infrastructure.

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.

The Company begins to capitalize these costs when management has authorized and committed project funding, it is probable that the project will be completed and the software will be used as intended, and preliminary development efforts are successfully completed.

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.

Costs incurred in the preliminary project stage are recorded in research and development.

Costs incurred in the post-implementation stage are recorded in cost of revenue or research and development, depending on the nature of the project.

In addition, impairment of in-progress

Notes to Financial Statements

software projects, for which completion is subsequently determined not to be probable, is recorded in research and development expenses.

Capitalized costs are amortized on a straight-line basis over the estimated useful life of the software asset, which is typically three years.

Platform-related software development costs are amortized to cost of revenue, and infrastructure-related software development costs are amortized to depreciation and amortization expense.

Equity Investment

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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.

Observable price changes and impairment charges are recorded in other expense, net, in the statements of operations.

Long-Lived Assets Impairment Assessment

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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.

Consumers earn rewards by redeeming offers on Ibotta’s D2C properties and our third-party publisher properties.

The undistributed rewards 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.

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.

Rewards 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 and related minimum commitments due to certain publishers.

Debt Issuance Costs

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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.

Leases may contain tenant improvement allowances, rent abatement, and rent escalation provisions, which are considered lease payments in

Notes to Financial Statements

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.

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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.

The Company primarily derives revenue from the redemption of digital promotions.

The clients 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.

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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.

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.

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Redemption Revenue

The Company's clients promote their products and services to consumers through cash back offers on the IPN.

The Company's clients promote their products and services to consumers through rewards offered 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.

Consumers redeem offers to earn a reward through account linking or receipt upload on D2C properties or through integrations with third-party publisher properties.

The reward 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 occurs.

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.

Notes to Financial Statements

recognizes revenue from redemption campaign clients as fees are earned, net of rewards 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 cards to be used at various retailers.

lbotta contracts with third-party gift card providers to facilitate delivery of the gift cards, acting as an agent to deliver these codes on behalf of its clients through Ibotta’s D2C properties to the end user.

The Company records the associated revenue, net of any costs associated with the third-party gift card providers, at a point in time when the exchange occurs.

Ibotta also may provide a reward 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.

The Company's clients may also run advertisements such as banners, tiles, newsletters, and feature placements on 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.

Ad products often run in conjunction with the associated redemption campaign, either over the entire redemption campaign life or some portion of it.

The Company recognizes ad revenue 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.

Notes to Financial Statements

The Company also offers a number of data products and services to clients, including audience targeting, data licensing, and consumer insights and surveys.

The Company also offers a number of data products and services to clients, including data licensing and audience targeting.

Some products and services are billed as a flat fee amount while others are billed based on usage.

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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.

Cost of revenue consists primarily of revenue share and related minimum commitments with certain third-party publishers, personnel-related costs attributable to personnel in certain of our engineering departments who maintain our platform, data hosting costs, amortization of platform-related software development costs, certain reward costs net of breakage, software licensing costs, and processing fees.

Personnel-related costs include salaries, stock-based compensation, benefits, and bonuses.

Reward costs net of breakage recorded in cost of revenue are associated with cash back earned from gift card purchases and sponsored rewards earned from watching an advertising video.

Breakage represents the undistributed earnings of D2C consumers that is not expected to be cashed out due to inactivity.

Reward costs also include rewards that are cashed out and subsequently identified as violating our terms of use.

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.

Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, self-funded rewards, net of the related breakage, media spend, B2B marketing, common stock warrant expense, software licensing costs, market research, public relations, and professional fees.

Personnel-related costs include salaries, bonuses, stock-based compensation,

Notes to Financial Statements

benefits, taxes, travel, and restructuring charges.

Self-funded rewards relate to campaigns and other incentive bonuses on our D2C properties that are funded directly by Ibotta as part of our customer acquisition and retention strategy.

The Company expenses advertising costs as incurred.

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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.

Research and development expenses consist primarily of personnel-related costs for our technology departments, software licensing costs, professional fees, impairment of capitalized software development costs, and market research.

Personnel-related costs include salaries, stock-based compensation, benefits, taxes, bonuses, restructuring charges, and travel.

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.

General and administrative expenses consist primarily of personnel-related costs for our administrative departments, professional fees for external legal, accounting, and other consulting services, software licensing costs, facilities costs, corporate insurance, bad debt, sales and property taxes, licenses and other fees, and company events.

Personnel-related costs include stock-based compensation, salaries, benefits, bonuses, taxes, recruiting fees, travel, and restructuring charges.

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

Notes to Financial Statements

service period, which is generally four years .

For awards with service conditions only, the Company recognizes compensation expense, net of actual forfeitures, on a straight-line basis over the requisite 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.

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• 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.

The expected volatility is determined with reference to historical stock volatilities of comparable guideline public companies and our own common stock over a period equivalent to the expected term of the award, as we lack sufficient trading history to rely solely on our own common stock.

• Expected Term.

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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.

The simplified approach is applied as we do not have sufficient

Notes to Financial Statements

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.

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Subsequent to the IPO, the fair value of common stock is based on the closing price of the Company’s common stock.

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.

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 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 deferred tax assets to the extent that these assets are more likely than not to 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.

Notes to Financial Statements

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.

The tax benefits recognized in the 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 statements of operations.

Net Income Per Share

Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period.

Diluted net income 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.

For purposes of the diluted net income 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.

As a result, basic and diluted net income 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

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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.

Notes to Financial Statements

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.

Improvements to Income Tax Disclosures (ASU 2023-09), which requires annual disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated 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.

The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

For additional information, see Note 1 3 - Income Taxes .

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No.

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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

In January 2025, the FASB issued ASU No.

2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which clarified the effective date of ASU No.

ASU 2024-03 may be applied prospectively or retrospectively, for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact this guidance will have on our financial statements and related disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05) , which introduces a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

ASU 2025-05 will be effective on a prospective basis for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact this guidance will have on our financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) .

ASU 2025-06 modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those annual reporting periods, with early adoption permitted.

The guidance may be applied using a prospective, retrospective, or modified transition approach.

The Company is currently evaluating the impact this guidance will have on our financial statements and related disclosures.

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 financial statements.

Notes to Financial Statements

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.

Property, Equipment, and Software Development Costs

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Capitalized software amortization expense recognized in depreciation and amortization expenses for the years ended December 31, 2025, 2024, and 2023 was $ 2.2 million, $ 1.7 million, and $ 0.8 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.

Impairment charges recognized in research and development for the years ended December 31, 2025, 2024, and 2023 were $ 0.5 million, $ 0.6 million, and $ 0.2 million, respectively.

User Redemption Liability Extinguishment

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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.

Notes to Financial Statements

associated with accounts that are deactivated for violation of the Company’s terms of use are also recognized as breakage.

Balances 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.

Breakage is recorded in revenue related to funded rewards, as an offset to sales and marketing expense related to self-funded rewards, and as an offset to cost of revenue related to gift card purchases and sponsored rewards earned from watching an advertising video.

Notes to Financial Statements

The Company’s breakage is recorded as follows (in thousands):

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Long-Term Debt

Long-term debt consists of the following (in thousands):

Convertible notes $ – $ 75,099

Revolving line of credit – –

Total debt – 75,099

unamortized debt discount – ( 10,440 )

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.

The Company recorded interest expense of $ 0.5 million, $ 3.6 million, and $ 8.8 million for the years ended December 31, 2025, 2024, and 2023, respectively, of which, $ 0.2 million, $ 1.1 million, and $ 3.3 million was related to the amortization of the debt discount and issuance costs.

The Company had no long-term debt outstanding as of December 31, 2025 and 2024.

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

Notes to Financial Statements

$ 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.

Prior to the Company’s IPO in April 2024, the Company had convertible unsecured subordinated promissory notes (notes or convertible notes) that included certain conversion provisions 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 with the offset recorded as a discount to the notes.

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.

The debt discount was amortized to interest expense over the contractual term of the debt using the straight-line method which approximated the effective interest method.

Concurrently upon the closing of the IPO, the convertible notes automatically converted into 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.

Prior to the extinguishment, during the year ended December 31, 2024, losses of $ 3.1 million were recognized from the change in fair value of the embedded derivative liability.

2024 Credit Facility

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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 obligations of the Company under the 2024 Credit Facility are secured by a lien on all of the assets of the

Notes to Financial Statements

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).

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 secured overnight financing rate (SOFR), 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

Notes to Financial Statements

bears a commitment fee ranging from 0.30 % to 0.40 % payable quarterly in arrears based on undrawn amounts.

The 2024 Credit Facility 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.

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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.

As of December 31, 2025 and 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.

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Cash equivalents $ 183,423 $ 183,423 $ — $ —

Total assets $ 346,070 $ 346,070 $ — $ —

Total $ 183,423 $ 183,423 $ — $ —

December 31, 2024

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Cash equivalents $ 346,070 $ 346,070 $ — $ —

Total assets $ 57,890 $ 57,890 $ — $ —

Convertible notes derivative liability $ 25,400 $ — $ — $ 25,400

Total liabilities $ 25,400 $ — $ — $ 25,400

Total $ 346,070 $ 346,070 $ — $ —

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

Notes to Financial Statements

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,

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 investment represents a minority interest, and the Company has determined that it does 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.

The Company has elected the measurement alternative to measure this

Notes to Financial Statements

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.

During the years ended December 31, 2025, 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.

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.

Notes to Financial Statements

The Company’s leases primarily include office space for its corporate headquarters.

The Company’s former headquarters lease expired in October 2025.

In November 2024, the Company executed a noncancelable operating lease for a new headquarters space that expires in February 2036.

The new headquarters lease commenced during 2025, and the Company recognized an initial long-term lease liability of $ 24.2 million, an operating lease asset of $ 11.0 million, and a lease incentive receivable of $ 13.2 million.

The lease incentive receivable is the amount for which the landlord will reimburse the Company for certain leasehold improvements provided for under the lease agreement.

The new lease includes options to extend through 2056 that the Company is not reasonably certain to exercise and are excluded from the lease term.

The lease also contains provisions for variable property-related costs for which the Company is responsible, including common area maintenance, property taxes, and insurance.

The components of lease cost are as follows (in thousands):

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Operating cash flows for operating leases $ 1,616 $ 1,908 $ 1,854

Right-of-use assets obtained in exchange for lease obligations $ 10,951 $ — $ —

Notes to Financial Statements

Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average information):

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Right-of-use assets – current Prepaid expenses and other current assets $ — $ 831

Right-of-use assets – long-term Other long-term assets — 831

Total leases assets $ 831 $ 1,753

Lease incentive receivable Prepaid expenses and other current assets 520 —

Right-of-use assets – long-term Operating lease assets 9,901 —

Total lease assets $ 10,421 $ 831

Operating lease liabilities – current Other current liabilities $ 268 $ 1,549

Operating lease liabilities – long-term Other long-term liabilities — 1,549

Total leased liabilities $ 1,549 $ 3,301

Operating lease liabilities – long-term Operating lease liabilities, long-term 25,501 —

Total lease liabilities $ 25,769 $ 1,549

The weighted average remaining lease term and discount rate were as follows:

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Weighted average discount rate 6.70 %

Notes to Financial Statements

Future maturities of lease liabilities as of December 31, 2025 are as follows:

Year ending December 31, In thousands

Thereafter 20,991

Total minimum lease payments 36,807

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Present value of lease liabilities $ 25,769

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.

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 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.

Notes to Financial Statements

Redeemable Convertible Preferred Stock

As of December 31, 2024, there were no shares of redeemable convertible preferred stock issued and outstanding.

Stockholders’ Equity

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.

Preferred Stock

As of December 31, 2024, there were no shares of preferred stock issued or outstanding.

As of December 31, 2025 and 2024, there were no shares of preferred stock issued or outstanding.

Notes to Financial Statements

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.

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 at the option of the holder.

The Company had shares of common stock reserved for issuance as follows:

Redeemable convertible preferred stock outstanding — 17,245,954

Stock options outstanding 2,525,061 3,279,483

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Common stock warrant 4,121,034 4,121,034

Remaining shares reserved for future issuances under equity incentive plans 4,277,680 569,736

Remaining shares reserved for future issuances under the 2024 Equity Incentive Plan 4,193,879 4,277,680

Remaining shares reserved for future issuances under the 2024 Employee Stock Purchase Plan 932,326 666,124

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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.

As of December 31, 2025 and 2024, $ 3.4 million and $ 3.3 million, respectively, of the exercise price had been released from the Company’s repurchase option liability and recorded to additional paid-in capital.

Common Stock Warrant

On May 17, 2021, the Company issued a common stock purchase warrant to Walmart (Walmart Warrant) in connection with a multi-year strategic relationship that makes Ibotta the exclusive provider of digital item-level rebate offer content for Walmart U.S.

(Commercial Agreement).

The Walmart Warrant was issued in exchange for access to Walmart

The Walmart Warrant was issued in exchange for access to Walmart 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.

In accordance with the anti-dilution provision, on April 22, 2024 in connection with the Company’s IPO, the number of 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

Notes to Financial Statements

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.

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.

The aggregate grant date fair value on May 17, 2021 of the Walmart Warrant was $ 35.3 million .

The anti-dilution provision adjustment on April 22, 2024 represented a modification under ASC 718, and the aggregate grant date fair value of the 592,457 additional shares granted was $ 37.2 million.

T he fair value was determined based on a Black-Scholes option pricing valuation model with the following assumptions:

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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

Notes to Financial Statements

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.

During the year ended December 31, 2023, we recognized stock-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 and $ 0.9 million related to the vesting of service conditions.

During the year 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 the anti-dilution modification and the remaining expense related to the vesting of the service condition.

During the year ended December 31, 2025, we recognized s tock-based compensation expense of $ 8.8 million in sales and marketing expense, all of which related to the vesting of the service condition.

As of December 31, 2025, unrecognized stock-based compensation expense related to the unvested portion of the Walmart Warrant was $ 21.3 million and is expected to be recognized over a weighted average period of 2.8 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).

In August 2024, the Company’s 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).

In both March 2025 and June 2025, the board of directors approved an additional $ 100.0 million, bringing the total authorization under the Share Repurchase Program to $ 300.0 million.

The 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).

Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the 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 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

Notes to Financial Statements

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.

During the year ended December 31, 2025, the Company repurchased 6,869,660 of its Class A common stock for an aggregate repurchase amount of $ 236.3 million.

The repurchase amount includes immaterial broker commissions and the 1% excise tax on net share repurchases imposed by the Inflation Reduction Act of 2022.

Repurchases are reflected as treasury stock on the balance sheets on a trade-date basis .

As of December 31, 2025, $ 34.9 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.

Disaggregation of Revenue

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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

Notes to Financial Statements

offers over the term of the campaigns, net of the cash back offer, which generally occurs within twelve months.

Deferred revenue, a contract liability, consists of fees and rewards collected from clients that will be applied to future campaigns.

Deferred revenue is expected to be recognized as consumers redeem offers over the term of the campaigns, net of the reward, which generally occurs within twelve months.

Deferred revenue was $ 2.9 million and $ 5.0 million as of December 31, 2025 and 2024, respectively.

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_______________

(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.

(1) Sales and marketing includes common stock warrant expense of $ 8.8 million, $ 29.3 million, and $ 13.2 million recognized during the years ended December 31, 2025, 2024, and 2023 , respectively.

See Note 9 – Stockholders’ Equity .

Notes to Financial Statements

During the years ended December 31, 2025, 2024, and 2023, the Company capitalized $ 1.1 million, $ 0.4 million, and $ 0.4 million, respectively, of stock-based compensation expense to software development costs.

During the years ended December 31, 2025 and 2024, the Company recognized tax benefits related to stock-based compensation of $ 5.1 million and $ 13.9 million, respectively, which are reflected in the Company’s provision for (benefit from) income taxes.

The Company recognized no tax benefit related to stock-based compensation during the year ended December 31, 2023.

Unrecognized stock-based compensation expense as of December 31, 2025 was $ 98.4 million for unvested restricted stock units, $ 4.0 million for unvested stock options, and $ 0.5 million for the ESPP and is expected to be recognized over a weighted average period of 3.0 years, 1.6 years, and 0.4 years, respectively.

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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 2024 Plan provides for the grant of stock options, restricted stock, restricted stock units (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, 2025, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2024 Plan is equal to 6,540,979 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.

Notes to Financial Statements

The number of shares available for issuance automatically increases 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.

Pursuant to this automatic increase feature of the 2024 Plan, an additional 1,547,571 shares were reserved for issuance effective January 1, 2025.

Stock Options

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3,279,483 $ 15.49 6.5 $ 162,641

Granted 184,148 31.15

Exercised ( 594,148 ) 15.36

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2,189,326 $ 14.77 5.0 $ 18,017

Notes to Financial Statements

The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 17.2 million, $ 54.6 million, and $ 2.8 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, 2025, 2024, and 2023 was $ 6.4 million, $ 16.7 million, and $ 10.0 million, respectively.

During the year ended December 31, 2024, the Company modified certain stock option awards granted to named executive officers in connection with the IPO.

This modification accelerated the vesting and increased the fair value of the stock options by $ 3.0 million.

Additionally, as a result of the IPO, the liquidity event condition associated with these stock options was satisfied, and we recognized an $ 11.4 million cumulative stock-based compensation expense adjustment 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.

No options were granted during the year ended December 31, 2025.

The weighted average grant date fair value for options granted during the years ended December 31, 2024 and 2023, was $ 21.40 and $ 9.00 , respectively.

The fair value of options granted was

Notes to Financial Statements

estimated using the Black Scholes option-pricing model using the following weighted average assumptions:

The fair value of options granted was 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

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Expected term (in years)

Restricted Stock Units

Restricted Stock Units (RSUs)

RSUs granted after the IPO are subject to a service-based vesting condition, which is typically satisfied over a four-year period.

A summary of RSU activity for the year ended December 31, 2025 is as follows:

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Unvested and outstanding as of December 31, 2024

1,043,621 $ 63.35

Granted 2,360,646 50.20

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2,436,259 $ 50.28

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.

The total fair value of RSUs vested during the years ended December 31, 2025 and 2024, was $ 32.4 million and $ 10.0 million, respectively.

No RSUs vested during the year ended December 31, 2023.

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

As a result of the IPO, the liquidity event condition associated with all double-trigger awards was

Notes to Financial Statements

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.

deemed probable, and we recognized a $ 2.6 million cumulative stock-based compensation expense adjustment related to these awards upon the IPO in 2024.

CEO Performance-Based RSU

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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.

During the years ended December 31, 2025 and 2024, we recognized $ 5.3 million and $ 3.7 million, respectively, 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.

Initially, there were 715,000 shares of the Company’s Class A common stock reserved for issuance under the ESPP.

The number of shares available for issuance automatically increases 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.

Pursuant to this automatic increase feature of the 2024 ESPP, an additional 309,514 shares were reserved for issuance under the ESPP effective January 1, 2025.

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.

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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.

During the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense related to the ESPP of $ 1.1 million and $ 1.6 million, respectively, and issued 92,188 and 48,876 shares, respectively, 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:

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Risk-free interest rate

4.05 % 4.96 %

Expected dividend yield

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The Company’s matching contribution expense was $ 3.9 million, $ 3.6 million, and $ 2.9 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The (benefit from) provision for income taxes consists of the following (in thousands):

The provision for (benefit from) income taxes consists of the following (in thousands):

Year ended December 31,

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Total deferred taxes 3,146 ( 53,622 ) —

(Benefit from) provision for income taxes

Provision for (benefit from) income taxes

$ 6,272 $ ( 44,246 ) $ 5,934

Notes to Financial Statements

The following table summarizes the significant differences between the U.S.

federal statutory tax rate and the Company's effective tax rate:

A reconciliation of the provision for income taxes to the amount computed by applying the 21.0% U.S.

federal income tax rate to income before income taxes for years after the adoption of ASU 2023-09 is as follows (in thousands, except percentages):

Year ended December 31, 2025

federal statutory income tax rate $ 2,068 21.0 %

State and local taxes, net of federal income tax effect (1)

Research and development tax credit ( 6,275 ) ( 63.7 )

Nontaxable or nondeductible items:

Meals and entertainment 123 1.2

Stock-based compensation 1,817 18.5

Section 162(m) limitation 2,343 23.8

Common stock warrant expense 1,840 18.7

Net federal true-up 496 4.9

Other adjustments 116 1.2

Changes in unrecognized tax benefits 1,654 16.8

Other adjustments 37 0.4

Effective tax rate $ 6,272 63.7 %

_______________

Federal income tax rate 21.0 % 21.0 % 21.0 %

State and local taxes, net of federal benefit 17.2 % 6.3 % ( 0.4 ) %

(1) The states and local jurisdictions that contribute to the majority (greater than 50.0%) of the tax effect in this category include New York City, Minnesota, California, and Ohio.

A reconciliation of the provision for (benefit from) income taxes to the amount computed by applying the 21.0% U.S.

federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Year ended December 31,

federal statutory income tax rate 21.0 % 21.0 %

State and local taxes, net of federal income tax effect 17.2 6.3

Permanent items — 6.7

Stock-based compensation ( 11.9 ) 2.1

Net federal prior period adjustment ( 3.3 ) % ( 0.5 ) % ( 2.9 ) %

Net federal true-up ( 3.3 ) ( 0.5 )

Change in valuation allowance ( 239.3 ) ( 17.8 )

Tax credit ( 19.9 ) % ( 15.0 ) % 22.7 %

Warrant expenses 25.1 % 6.3 % — %

Uncertain tax position ( 8.2 ) % 4.4 % — %

Research and development tax credit ( 19.9 ) ( 15.0 )

Common stock warrant expense 25.1 6.3

Changes in unrecognized tax benefits ( 8.2 ) 4.4

Convertible note 13.9 —

Executive compensation disallowed 8.7 % — % — %

Section 162(m) limitation

Equity compensation related adjustment 16.0 —

Effective tax rate ( 180.7 ) % 13.5 %

Notes to Financial Statements

Income taxes paid, net of refunds, by jurisdiction for years after the adoption of ASU 2023-09 were as follows (in thousands):

Year ended December 31, 2025

Federal $ 2,655

State and local 2,492

Income taxes, net of refunds $ 5,147

Income taxes paid, net of refunds, exceeded 5% of total income taxes paid, net of refunds, in the following jurisdictions (in thousands):

Year ended December 31, 2025

California $ 321

Minnesota 340

New Jersey $ 691

Income taxes paid during the years ended December 31, 2024 and 2023 prior to the adoption of ASU 2023-09 was $ 13.2 million and $ 4.1 million, respectively.

The significant components of deferred income taxes were as follows (in thousands):

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Capitalized research and development 22,653 39,031

Other deferred tax assets 6,815 —

Gross deferred tax assets

valuation allowance — ( 58,624 )

Total deferred tax assets 77,834 3,518

69,261 77,834

Deferred tax liabilities:

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Net deferred tax assets $ 54,850 $ 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

Due to cumulative income in recent years, including the effect of permanent adjustments, expected revenue growth, and the expectation of sustained profitability in future periods, we concluded that as of December 31, 2025, it was more likely than not that the federal and state tax assets were realizable.

Notes to Financial Statements

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):

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As of December 31, 2025 and 2024, the Company had state net operating loss carryforwards, net of uncertain tax positions, of $ 92.2 million and $ 68.1 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.

As of December 31, 2025, $ 74.9 million of the state net operating losses expire between 2030 through 2055 and $ 17.3 million 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.

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income tax returns for the tax year ended December 31, 2021 in the second quarter of 2024.

During the first quarter of 2025, the IRS completed this examination with no changes to the reported tax.

However, the IRS has the ability to adjust the research and development credit claimed and net operating loss generated in 2021 when these carryforward tax attributes are utilized in future tax years.

As of December 31, 2025, the IRS has not proposed any adjustments to our tax positions.

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The Company is not currently under audit by state taxing authorities.

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.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S.

The OBBBA provides changes to the U.S.

federal tax law, including expensing of U.S.

research expenditures and eligible capital expenditures.

The effects of the OBBBA are reflected in the financial statements as of and for the period ending December 31, 2025.

Net Income Per Share

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):

As the liquidation and dividend rights are identical, basic and diluted net income per share are the same for Class A common stock and Class B common stock.

Basic and diluted net income per share is calculated as follows (in thousands, except share and per share amounts):

Year ended December 31,

2025 2024 2023

Net income (loss) $ 68,742 $ 38,117 $ ( 54,861 )

Net income $ 3,575 $ 68,742 $ 38,117

Weighted average shares of common stock outstanding, basic 28,366,770 24,124,833 8,948,537

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dilutive effect of redeemable convertible preferred stock — — 17,245,954

dilutive effect of ESPP 7,846 — —

Weighted average common shares outstanding, diluted 30,100,579 26,860,931 26,921,567

Net income (loss) per share, basic $ 2.85 $ 4.26 $ ( 6.33 )

Net income (loss) per share, diluted $ 2.56 $ 1.42 $ ( 6.33 )

Net income per share, basic $ 0.13 $ 2.85 $ 4.26

Net income per share, diluted $ 0.12 $ 2.56 $ 1.42

Notes to Financial Statements

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:

The following potentially dilutive common shares, presented based on amounts outstanding, were excluded from the computation of diluted net income per share because their effect would have been antidilutive for the periods presented:

Year ended December 31,

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Unvested shares of restricted stock purchase — 11,641 113,846

Redeemable convertible preferred stock — — 17,245,954

Common stock warrant 4,121,034 4,121,034 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.

Total shares excluded from diluted net income per share 5,874,410 4,493,904 6,586,448

Related Parties

Retention of Wilson Sonsini Goodrich & Rosati, P.C.

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.

Notes to Financial Statements

Sonsini, a member of the Company’s board of directors, is a founding partner of the law firm Wilson Sonsini Goodrich & Rosati, P.C.

(Wilson Sonsini), which serves as outside corporate counsel to the Company.

During the years ended December 31, 2025, 2024, and 2023, the Company spent a total of $ 2.1 million, $ 4.1 million, and $ 2.0 million, respectively, with Wilson Sonsini.

Amounts payable to Wilson Sonsini as of December 31, 2025 and 2024, were $ 0.2 million and $ 0.4 million, respectively.

Commitments and Contingencies

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As of December 31, 2025 and 2024, the Company had standby letters of credit in the aggregate amount of $ 1.0 million and $ 1.4 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.

The Company’s restricted cash was previously held as of December 31, 2024 to secure $ 0.4 million of the balance of the letters of credit, and the remainder was collateralized by our 2024 Credit Facility.

As of December 31, 2025, due to the expiration of the related office space lease, the restricted cash balance was zero .

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.

There is uncertainty and judgment 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.

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The Company may also be subject to examination by the relevant state taxing authorities.

Notes to Financial Statements

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

Thereafter $ 19,000

As of December 31, 2025, future minimum payments with a remaining term in excess of one year under these non-cancelable purchase obligations were as follows:

Fiscal Year In thousands

2026 $ 38,356

Total $ 138,898

Legal Proceedings

On April 17, 2025, a putative securities class action complaint, captioned Fortune v.

Ibotta, Inc., et al.

25-cv-01213-NYW, was filed in the U.S.

District Court for the District of Colorado against the Company, certain of its current and former officers and directors, and the underwriters of the Company's initial public offering.

On May 21, 2025, a second putative securities class action complaint, captioned Valentine v.

Ibotta, Inc., et al., No.

25-cv-01615-NYW, was filed in the U.S.

District Court for the District of Colorado against the same defendants.

On July 31, 2025, the court consolidated the two cases and appointed a lead plaintiff, purported Ibotta shareholder Mark Tcherkezian, in the consolidated action.

On October 15, 2025, lead plaintiff filed an amended complaint against the same defendants alleging claims under Securities Act §§ 11, 12(a), and 15, Exchange Act §§ 10(b), 20(a), and 20A, and SEC Rule 10b-5 promulgated thereunder.

We intend to defend the case vigorously.

We are unable to estimate a range of loss, if any, that could result were there to be an adverse final outcome in this action.

If an unfavorable outcome were to occur, it is possible that the impact could be material to our results of operations in the period(s) in which any such outcome becomes probable and estimable.

Additionally, in the ordinary course of its business, the Company may be involved in various legal proceedings involving contractual and employment relationships, patent or other intellectual property rights, and a variety of other matters.

We are not presently a party to any other litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, results of operations, and prospects.

Defending any legal proceedings is costly and can impose a significant burden on management and employees.

The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data