1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: Based on such evaluation, our principal executive officer and principal financial officer have concluded that these disclosures controls were effective at a reasonable assurance level as of December 31, 2024.
+Added: Our management, with the participation of our principal executive officer and principal financial and interim principal accounting officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K.
+Added: Based on such evaluation, our principal executive officer and principal financial and interim principal accounting officer have concluded that these disclosures controls were effective at a reasonable assurance level as of December 31, 2025.
Management's Report on Internal Control over Financial Reporting
−Removed: This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
+Added: Management assessed the effectiveness of our internal control over financial reporting based on the criteria set forth in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: Based on its assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control
8 unchanged sentences
Securities Trading Plans of Directors and Executive Officers
−Removed: On December 13, 2024 , Amir El Tabib , our Chief Business Development Officer , terminated his Rule 10b5-1 trading arrangement, which was previously adopted on June 10, 2024, and intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The terminated trading plan provided for the potential sale from time to time of an aggregate of up to 49,291 of our Class A common stock by Mr.
−Removed: El Tabib and was scheduled to be effective until June 13, 2025, or earlier if all transactions under the trading plan were completed.
−Removed: During the fiscal quarter ended December 31, 2024, no other directors or officers, as defined in Rule 16a-1(f), adopted , terminated , or modified a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
+Added: During the fiscal quarter ended December 31, 2025, no directors or officers, as defined in Rule 16a-1(f), adopted , terminated , or modified a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
12 unchanged sentences
The following documents are filed as part of this Annual Report on Form 10-K:
−Removed: (a) Consolidated Financial Statements
−Removed: Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
+Added: (a) Financial Statements
+Added: Our financial statements are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(b) Financial Statement Schedules
10 unchanged sentences
4.2 Description of Securities.
+Added: 10-K 001-42018 4.2 February 27, 2025
4.3# Warrant Agreement by and between the registrant and Walmart Inc., dated May 17, 2021.
14 unchanged sentences
S-1 333-278172 10.6 March 22, 2024
−Removed: 10.7+ Confirmatory Employment Letter, by and between the registrant and Bryan Leach, effective as of March 14, 2024.
−Removed: S-1 333-278172 10.7 March 22, 2024
Incorporated by Reference
Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
+Added: 10.7+ Confirmatory Employment Letter, by and between the registrant and Bryan Leach, effective as of March 14, 2024.
+Added: S-1 333-278172 10.7 March 22, 2024
10.8+ Confirmatory Employment Letter, by and between the registrant and Sunit Patel, effective as of March 14, 2024.
10 unchanged sentences
10.13+ Confirmatory Employment Letter, by and between the registrant and Chris Riedy , effective as of February 3, 202 5
+Added: 10-K 001-42018 10.13 February 27, 2025
10.14+ Confirmatory Employment Letter, by and between the registrant and Luke Swanson, effective as of March 15, 2024.
11 unchanged sentences
S-1 333-278172 10.19 March 22, 2024
+Added: Incorporated by Reference
+Added: Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
10.20+ Change in Control and Severance Agreement between the registrant and Amir El Tabib, effective as of March 14, 2024.
1 unchanged sentence
10.21+ Change in Control and Severance Agreement between the registrant and Chris Riedy , effective as of December 18, 2024 .
−Removed: Incorporated by Reference
−Removed: Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
+Added: 10-K 001-42018 10.21 February 27, 2025
10.22+ Change in Control and Severance Agreement between the registrant and Luke Swanson, effective as of October 6, 2021.
5 unchanged sentences
10.25 Lease Agreement between the registrant and TR 16 Market Square Corp., dated November 17, 2024.
+Added: 10-K 001-42018 10.25 February 27, 2025
10.26 Credit Agreement, dated December 5, 2024, by and among, t he registrant , as the borrower, Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, and the lenders and other parties named therein.
+Added: 10-K 001-42018 10.26 February 27, 2025
10.27# Performance Network & Digital Item-Level Rebates Program Agreement between the registrant and Walmart Inc., dated May 17, 2021.
6 unchanged sentences
S-1/A 333-278172 10.32 April 08, 2024
+Added: 10.31+ Offer Letter for Matt Puckett, dated August 6, 2025 .
+Added: 8-K 001-42018 99.2 August 11, 2025
+Added: Incorporated by Reference
+Added: Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
+Added: 10.32+ 2024 Employee Stock Purchase Plan, as amended on August 18, 2025, and forms of agreement thereunder.
+Added: 10-Q 001-42018 10.2 November 13, 2025
+Added: 10.33+ Offer Letter for Valarie Sheppard, dated as of March 27, 2025 .
+Added: 8-K/A 001-42018 10.1 March 31, 2025
+Added: 10.34+ Consulting Agreement, by and between the registrant and Sunit Patel, effective as of April 1, 2025 .
+Added: 10-Q 001-42018 10.2 May 15, 2025
19.1 Insider Trading Policy.
4 unchanged sentences
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Incorporated by Reference
−Removed: Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
Certification of Chief Executive Officer pursuant to 18 U.S.C.
3 unchanged sentences
97.1 Compensation Recovery Policy.
+Added: 10-K 001-42018 97.1 February 27, 2025
101.SCH Inline XBRL Taxonomy Extension Schema Document.
2 unchanged sentences
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: Incorporated by Reference
+Added: Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
12 unchanged sentences
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bryan Leach, Sunit Patel, and Jared Chomko as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and substitution, for him or her and in his or her name, place, and stead, in any and all capacities (including his or her capacity as a director and/or officer of Ibotta, Inc.) to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bryan Leach and Matt Puckett as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and substitution, for him or her and in his or her name, place, and stead, in any and all capacities (including his or her capacity as a director and/or officer of Ibotta, Inc.) to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
1 unchanged sentence
/s/ Bryan Leach Founder, Chief Executive Officer, President, and Chairman of the Board of Directors (Principal Executive Officer) February 25, 2026
−Removed: /s/ Sunit Patel Chief Financial Officer (Principal Financial Officer)
−Removed: February 26, 2025
−Removed: /s/ Jared Chomko Vice President of Accounting (Principal Accounting Officer)
+Added: /s/ Matt Puckett Chief Financial Officer (Principal Financial Officer and Interim Principal Accounting Officer)
February 25, 2026
16 unchanged sentences
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.