Ibotta, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 185 ) 91 Balance Sheets 95 Statements of Operations 96 Statements of Comprehensive Income 97 Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity ( D e f i c i t) 98 Statements of Cash Flows 100 Notes to F inancial S tatements 102 90 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Ibotta, Inc.: Opinion on the Financial Statements We have audited the accompanying balance sheets of Ibotta, Inc. (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 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 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 91 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. /s/ KPMG LLP We have served as the Company’s auditor since 2020. Denver, Colorado February 25, 2026 92 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. 93 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. /s/ KPMG LLP Denver, Colorado February 25, 2026 94 Table of Contents Ibotta, Inc. BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 186,612 $ 349,282 Restricted cash — 408 Accounts receivable, less allowances of $ 2,494 and $ 3,765 , respectively 208,709 220,883 Prepaid expenses and other current assets 12,604 11,168 Total current assets 407,925 581,741 Property and equipment, less accumulated depreciation of $ 3,029 and $ 9,675 , respectively 23,434 1,951 Capitalized software development costs, less accumulated amortization of $ 24,165 and $ 18,087 , respectively 24,193 16,201 Equity investment 4,531 4,531 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 and Stockholders’ Equity Current liabilities: Accounts payable $ 10,840 $ 7,160 Due to third-party publishers 107,601 93,982 Deferred revenue 2,935 4,964 User redemption liability 65,521 74,006 Accrued expenses 19,614 17,965 Other current liabilities 1,249 6,088 Total current liabilities 207,760 204,165 Long-term liabilities: 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) Stockholders’ equity: Preferred stock, $ 0.00001 par value: 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; 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, 2025 and December 31, 2024 — — Additional paid-in capital 692,097 629,050 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 and stockholders' equity $ 525,911 $ 678,429 See accompanying notes to the financial statements. 95 Table of Contents Ibotta, Inc. STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) Year ended December 31, 2025 2024 2023 Revenue $ 342,389 $ 367,254 $ 320,037 Cost of revenue 71,055 50,121 43,992 Gross profit 271,334 317,133 276,045 Operating expenses: Sales and marketing 118,935 139,214 114,756 Research and development 61,082 63,271 49,996 General and administrative 88,244 82,739 51,633 Depreciation and amortization 3,914 3,984 3,661 Total operating expenses 272,175 289,208 220,046 (Loss) income from operations ( 841 ) 27,925 55,999 Interest income (expense), net 10,781 9,414 ( 6,884 ) Loss on debt extinguishment — ( 9,686 ) — Other expense, net ( 93 ) ( 3,157 ) ( 5,064 ) 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 Diluted $ 0.12 $ 2.56 $ 1.42 Weighted average common shares outstanding: Basic 28,366,770 24,124,833 8,948,537 Diluted 30,100,579 26,860,931 26,921,567 See accompanying notes to the financial statements. 96 Table of Contents Ibotta, Inc. STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year ended December 31, 2025 2024 2023 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. 97 Table of Contents Ibotta, Inc. STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except share amounts) Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balance, December 31, 2022 17,245,954 $ — 8,793,880 $ — $ 212,637 $ ( 247,305 ) $ ( 126 ) $ ( 34,794 ) Net income — — — — — 38,117 — 38,117 Other comprehensive income — — — — — — 126 126 Exercise of stock options — — 311,251 — 3,049 — — 3,049 Stock-based compensation expense (inclusive of capitalized stock-based compensation) — — — — 20,582 — — 20,582 Release of restricted stock purchase shares from repurchase option — — 102,206 — 848 — — 848 Balance, December 31, 2023 17,245,954 $ — 9,207,337 $ — $ 237,116 $ ( 209,188 ) $ — $ 27,928 See accompanying notes to the financial statements. 98 Table of Contents Ibotta, Inc. STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT), CONT. (In thousands, except share amounts) Redeemable Convertible Preferred Stock Common Stock (1) Treasury Stock Additional Paid-In Capital Accumulated Deficit Stockholders’ Equity (Deficit) Shares Amount Shares Amount Shares Amount Balance, December 31, 2023 17,245,954 $ — 9,207,337 $ — — $ — $ 237,116 $ ( 209,188 ) $ 27,928 Net income — — — — — — — 68,742 68,742 Exercise of stock options — — 1,056,425 — — — 13,534 — 13,534 Stock-based compensation expense (inclusive of capitalized stock-based compensation) — — — — — — 76,637 — 76,637 Release of restricted stock purchase shares from repurchase option — — 102,205 — — — 848 — 848 Conversion of convertible debt — — 1,177,087 — — — 103,584 — 103,584 Conversion of redeemable convertible preferred stock ( 17,245,954 ) — 17,245,954 — — — — — — Initial public offering, net of issuance costs of $ 22.0 million — — 2,500,000 — — — 197,952 — 197,952 Repurchase of common stock — — — — ( 518,683 ) ( 31,321 ) — — ( 31,321 ) Issuance of common stock upon settlement of restricted stock units — — 181,295 — — — — — — Common stock withheld for tax obligation and net settlement — — ( 46,084 ) — — — ( 3,319 ) — ( 3,319 ) Issuance of common stock under employee stock purchase plan — — 48,876 — — — 2,788 — 2,788 Other — — ( 3,000 ) — — — ( 90 ) — ( 90 ) Balance, December 31, 2024 — $ — 31,470,095 $ — ( 518,683 ) $ ( 31,321 ) $ 629,050 $ ( 140,446 ) $ 457,283 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. 99 Table of Contents Ibotta, Inc. STATEMENTS OF CASH FLOWS (In thousands) Year ended December 31, 2025 2024 2023 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 Impairment of capitalized software development costs 516 574 169 Stock-based compensation expense 44,144 46,924 6,991 Common stock warrant expense 8,762 29,292 13,177 Credit loss expense 1,963 1,215 828 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 Changes in assets and liabilities: Accounts receivable 10,237 4,397 ( 105,709 ) Other current and long-term assets 3,444 ( 24,640 ) 1,180 Accounts payable 355 ( 911 ) 1,818 Due to third-party publishers 13,619 20,827 60,724 Accrued expenses ( 1,253 ) ( 6,360 ) 5,196 Deferred revenue ( 2,029 ) 2,336 ( 423 ) User redemption liability ( 8,485 ) ( 10,525 ) ( 13,881 ) Other current and long-term liabilities 8,778 15,734 ( 507 ) Net cash provided by operating activities 95,274 115,917 22,716 Investing activities Additions to property and equipment ( 20,293 ) ( 871 ) ( 548 ) Additions to capitalized software development costs ( 14,010 ) ( 9,330 ) ( 7,680 ) Maturities of short-term investments — — 27,900 Net cash (used in) provided by investing activities ( 34,303 ) ( 10,201 ) 19,672 Financing activities Proceeds from exercise of stock options 9,124 13,478 3,049 Debt issuance costs ( 2 ) ( 808 ) ( 12 ) Proceeds from initial public offering, net — 206,692 — Purchase of treasury stock ( 232,971 ) ( 31,321 ) — Taxes paid related to net share settlement of equity awards ( 3,420 ) ( 3,319 ) — Deferred offering costs — ( 6,037 ) ( 652 ) Proceeds from employee stock purchase plan 3,220 2,788 — Other financing activities — ( 90 ) — 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 Cash, cash equivalents, and restricted cash, beginning of period 349,690 62,591 17,818 Cash, cash equivalents, and restricted cash, end of period $ 186,612 $ 349,690 $ 62,591 See accompanying notes to the financial statements. 100 Table of Contents Ibotta, Inc. STATEMENTS OF CASH FLOWS, CONT. (In thousands) Year ended December 31, 2025 2024 2023 Supplemental disclosures of cash flow information Interest paid $ 247 $ 2,583 $ 5,491 Income taxes paid $ 5,147 $ 13,208 $ 4,110 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 — Property and equipment in accounts payable and accrued expenses $ 2,946 $ 175 $ 209 See accompanying notes to the financial statements. 101 Table of Contents Ibotta, Inc. Notes to Financial Statements 1. Nature of Operations Ibotta, Inc. (Company, we, or our) is a technology company that allows consumer packaged goods (CPG) brands to deliver digital promotions to millions of consumers through a single, convenient network called the Ibotta Performance Network (IPN). We provide promotional services to 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. The Company also derives revenue from fees we earn from clients for ad products across the Company’s platform in support of their promotional campaigns, as well as from data products. Initial Public Offering On April 22, 2024, the Company closed its initial public offering (IPO), in which we issued and sold 2,500,000 shares of our Class A common stock at $ 88.00 per share. 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. 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). 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 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 financial statements and accompanying notes. 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. Segments Operating segments are components of a company for which separate financial information is internally produced for regular use by the chief operating decision maker (CODM) to allocate resources and assess the performance of the business. Our CODM, the Chief Executive Officer, manages the Company’s operations as a single operating and reportable segment. 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. 102 Table of Contents Ibotta, Inc. Notes to Financial Statements Fair Value Measurements When required by U.S. GAAP, assets and liabilities are reported at fair value on the balance sheets. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Valuation inputs are arranged in a hierarchy that consists of the following levels: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs are inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be 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, 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. 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): December 31, 2025 2024 Cash and cash equivalents $ 186,612 $ 349,282 Restricted cash, current — 408 Total cash, cash equivalents, and restricted cash $ 186,612 $ 349,690 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, restricted cash, and accounts receivable. At times, such amounts may exceed federally insured limits. The Company reduces credit risk by placing 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. 103 Table of Contents Ibotta, Inc. Notes to Financial Statements Accounts Receivable, Net 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 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): December 31, 2025 2024 2023 Beginning Balance $ 3,765 $ 3,160 $ 3,123 Add: provision for expected credit losses 1,963 1,215 828 Less: write-offs, net of recoveries ( 3,234 ) ( 610 ) ( 791 ) Ending Balance $ 2,494 $ 3,765 $ 3,160 Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred, while improvements that extend the useful life of an asset are capitalized. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation, and any related gain or loss is recognized in 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: Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or lease term Furniture and fixtures 8 years Software Development Costs The Company capitalizes certain costs associated with developing and enhancing internally developed software, 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 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. 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 104 Table of Contents Ibotta, Inc. 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 The Company holds a minority equity investment in a company over which we do not have the ability to exercise significant influence and for which a readily determinable fair value is not available. The Company has elected the measurement alternative to measure the investment at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. Observable price changes and impairment charges are recorded in other expense, net, in the statements of operations. Long-Lived Assets Impairment Assessment Long-lived assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset group by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the future undiscounted cash flows expected to result from the use of the related asset group are less than the carrying value of the asset group, an impairment has occurred. Any required impairment loss is measured as the amount by which the asset group’s carrying value exceeds its fair value. User Redemption Liability and Due to Third-Party Publishers Consumers earn 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 ). 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 Costs incurred to obtain debt, other than lines of credit, are recorded as a reduction of the carrying amount of the related liability and amortized over the term of the debt using the effective interest rate method. Costs incurred to obtain lines of credit are capitalized and included in other long-term assets on our balance sheets and amortized ratably over the term of the arrangement. Operating Leases The Company determines if an arrangement is a lease at the inception of the contract. Right-of-Use (ROU) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. All of the Company’s leases are operating leases. Operating ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Leases may contain tenant improvement allowances, rent abatement, and rent escalation provisions, which are considered lease payments in 105 Table of Contents Ibotta, Inc. 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. ROU assets are determined based on the initial lease liabilities adjusted for any prepayments, initial direct costs, and lease incentives received. The Company's lease terms include options to extend or terminate the lease when it is reasonably certain that the options will be exercised. The Company begins recognizing lease expense when the lessor makes the underlying asset available for use. Lease expense is recognized on a straight-line basis over the lease term. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs, which are expensed as incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. In addition, the Company elected to not separate lease and non-lease components for all of the Company's leases. Revenue Recognition The Company primarily derives 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. Revenue is recognized when, or as, control of the promised goods or services is transferred to the Company's clients, in an amount that represents the consideration the Company expects to be entitled to in exchange for those goods or services. This expected consideration is typically billed to clients on a monthly basis based on payment terms as defined in the contract, with no significant financing arrangements involved. The Company benefits from contractual agreements with its clients that set forth the general terms and conditions of its relationships with them, including various facets of pricing, payment terms, and contract duration. The Company determines revenue recognition through the following steps in accordance with ASC 606, Revenue from Contracts with Customers : • identification of the contract(s) with a customer; • identification of the performance obligations within the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. The principal activities from which the Company generates its revenue are as follows: Redemption Revenue The Company's clients promote their products and services to consumers through 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 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 106 Table of Contents Ibotta, Inc. 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 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 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. 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. Data revenue is recognized as it is delivered on a gross basis as the Company acts as the principal in the transaction. Practical Expedients The majority of the Company's contracts are less than twelve months in duration. As a result, the Company has elected the following practical expedients: • Incremental costs of obtaining a contract are recognized as an expense as incurred. • Consideration is not adjusted for the effects of any financing components. Cost of Revenue Cost of revenue 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 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, 107 Table of Contents Ibotta, Inc. 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. Advertising costs were $ 28.3 million, $ 31.4 million, and $ 24.7 million in 2025, 2024, and 2023, respectively. Research and Development The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of personnel-related costs for 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, 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 service period, which is generally four years . For awards with both service and performance conditions, the Company recognizes compensation expense, net of actual forfeitures, under the accelerated attribution method when performance conditions are considered probable of being achieved. The fair value of RSUs with only service or performance conditions is equal to the fair value of the underlying common stock at the date of grant. For RSUs with market-based conditions, the Company determines the grant date fair value utilizing a Monte Carlo simulation, which incorporates the probability of achievement of the market-based condition. The fair value of stock options and ESPP awards is estimated on the grant date using the Black-Scholes option-pricing model. The Company’s use of the valuation models requires the input of subjective assumptions. The assumptions used in the Company’s valuation models represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. These assumptions and estimates are as follows: • Expected Dividend Rate. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid dividends and does not expect to do so in the foreseeable future, and as such, the dividend yield has been estimated to be zero . • Expected Volatility. The expected volatility is determined with reference to historical stock volatilities of comparable guideline public companies 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. The expected term is the period of time for which the award is expected to be outstanding, assuming that it vests. We estimate the expected term for stock options using the simplified method, calculated as the midpoint between the requisite service period and the contractual term of the award. The simplified approach is applied as we do not have sufficient 108 Table of Contents Ibotta, Inc. 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. • Risk-Free Interest Rate. The risk-free rate is determined based on the U.S. Treasury Yield Curve with respect to the stock options' expected term. • Fair Value of Common Stock. Prior to the IPO, as the Company’s common stock was not yet publicly traded, the Company engaged a valuation specialist to estimate the fair value of its common stock. Subsequent to the IPO, the fair value of common stock is based on the closing price of the Company’s common stock. Income Taxes The Company accounts for income taxes using the asset and liability method, under which, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the 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 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 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 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 per share are the same for Class A and Class B common stock, whether on an individual or combined basis, and are therefore presented together. Loss Contingencies Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. If a loss is reasonably possible, the Company discloses the possible loss or states that such an estimate cannot be made. Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees related to the anticipated sale of the Company’s common stock in the IPO, were capitalized and 109 Table of Contents Ibotta, Inc. 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 December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): 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. 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. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. 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. 2024-03. 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. 110 Table of Contents Ibotta, Inc. Notes to Financial Statements 3. Property, Equipment, and Software Development Costs Property and equipment consist of the following (in thousands): December 31, 2025 2024 Computer equipment $ 3,256 $ 3,080 Leasehold improvements 17,138 5,859 Furniture and fixtures 5,518 2,687 Other 551 — Property and equipment 26,463 11,626 Less: Accumulated depreciation ( 3,029 ) ( 9,675 ) Property and equipment, net $ 23,434 $ 1,951 Depreciation expense was $ 1.7 million, $ 1.6 million, $ 2.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. Software development costs consist of the following (in thousands): December 31, 2025 2024 Capitalized software development costs $ 48,358 $ 34,288 Less: Accumulated amortization ( 24,165 ) ( 18,087 ) Capitalized software development costs, net $ 24,193 $ 16,201 The Company capitalized software development costs of $ 15.1 million and $ 9.8 million during the years ended December 31, 2025 and 2024, respectively. Capitalized software development costs include software under development of $ 10.2 million and $ 7.7 million as of December 31, 2025 and 2024, respectively. Capitalized software amortization expense recognized in cost of revenue for the years ended December 31, 2025, 2024, and 2023 was $ 4.4 million, $ 4.1 million, and $ 3.0 million, respectively. 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 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. 4. User Redemption Liability Extinguishment The Company reflects a user redemption liability in the balance sheets associated with the undistributed earnings of consumers on Ibotta’s D2C properties. A portion of these undistributed earnings is never expected to be cashed out by consumers due to inactivity and will therefore be recognized as breakage by the Company. Consumers’ accounts that have no activity for six months are considered inactive and charged a $ 3.99 per month maintenance fee until the balance is reduced to zero or new activity ensues. Balances 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 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. 111 Table of Contents Ibotta, Inc. Notes to Financial Statements The Company’s breakage is recorded as follows (in thousands): Year ended December 31, 2025 2024 2023 Revenue $ 8,244 $ 12,998 $ 26,025 Cost of revenue 144 191 558 Sales and marketing 1,181 1,663 4,965 Total breakage $ 9,569 $ 14,852 $ 31,548 The user redemption liability was $ 65.5 million and $ 74.0 million as of December 31, 2025 and 2024, respectively. 5. Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, 2025 2024 Accrued employee expenses $ 11,806 $ 14,365 Other accrued expenses 7,808 3,600 Total accrued expenses $ 19,614 $ 17,965 6. Long-Term Debt 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 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. 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 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 On December 5, 2024, the Company, as borrower, entered into a Credit Agreement with Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, and certain other institutional lenders (2024 Credit Facility). The 2024 Credit Facility, which matures on December 5, 2029, provides the Company with revolving commitments in an aggregate principal amount of $ 100.0 million, with a letter of credit sub-facility of up to $ 10.0 million and with a swingline loan sub-facility of up to $ 10.0 million. The obligations of the Company under the 2024 Credit Facility are secured by a lien on all of the assets of the 112 Table of Contents Ibotta, Inc. Notes to Financial Statements Company. The 2024 Credit Facility also allows the Company to request incremental revolving commitments of up to $ 100.0 million. Loans under the 2024 Credit Facility bear interest through maturity at a variable rate based upon, at the Company’s option, an annual rate of either a Base Rate or a 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 bears a commitment fee ranging from 0.30 % to 0.40 % payable quarterly in arrears based on undrawn amounts. The 2024 Credit Facility contains customary affirmative and negative covenants and restrictions, including limitations on additional indebtedness, creation of liens, restricted payments, investments and certain transactions with affiliates. The Company is also subject to financial covenants to maintain a minimum Consolidated Interest Coverage Ratio of 3.0 to 1.0 and a maximum Consolidated Net Leverage Ratio of 3.0 to 1.0. In addition, the 2024 Credit Facility contains other customary covenants, representations and warranties, and events of default. As of December 31, 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. 7. Fair Value Measurements The following tables present information about financial instruments measured at fair value on a recurring basis (in thousands): December 31, 2025 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 183,423 $ 183,423 $ — $ — Total $ 183,423 $ 183,423 $ — $ — December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 346,070 $ 346,070 $ — $ — 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. 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 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 113 Table of Contents Ibotta, Inc. 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. Since inception, the Company has recorded positive cumulative adjustments in the equity investment of $ 8.3 million and negative cumulative adjustments of $ 4.5 million. 8. Operating Leases The Company’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): Year ended December 31, 2025 2024 2023 Operating lease cost $ 2,788 $ 1,078 $ 1,078 Short-term lease cost 60 36 34 Variable lease cost 1,358 1,277 1,267 Total lease cost, net $ 4,206 $ 2,391 $ 2,379 Supplemental cash flow information related to operating leases was as follows (in thousands): Year ended December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,616 $ 1,908 $ 1,854 Right-of-use assets obtained in exchange for lease obligations $ 10,951 $ — $ — 114 Table of Contents Ibotta, Inc. Notes to Financial Statements Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average information): December 31, Classification 2025 2024 Assets: Right-of-use assets – current Prepaid expenses and other current assets $ — $ 831 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 Liabilities: Operating lease liabilities – current Other current liabilities $ 268 $ 1,549 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: December 31, 2025 Weighted average remaining lease term (in years) 10.2 Weighted average discount rate 6.70 % Future maturities of lease liabilities as of December 31, 2025 are as follows: Year ending December 31, In thousands 2026 $ 1,997 2027 2,805 2028 3,581 2029 3,671 2030 3,762 Thereafter 20,991 Total minimum lease payments 36,807 Less: imputed interest 11,038 Present value of lease liabilities $ 25,769 9. 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, 2025 and 2024, there were no shares of preferred stock issued or outstanding. 115 Table of Contents Ibotta, Inc. Notes to Financial Statements Common Stock The rights of the holders of the Company’s Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of the Company’s Class A common stock is entitled to one vote per share and is not convertible into any other shares of the Company’s capital stock. Each share of the Company’s Class B common stock is entitled to 20 votes per share and is convertible at any time into one share of the Company’s Class A common stock at the option of the holder. The Company had shares of common stock reserved for issuance as follows: December 31, 2025 2024 Stock options outstanding 2,525,061 3,279,483 Restricted stock units outstanding 2,436,259 1,043,621 Restricted stock purchase — 11,641 Common stock warrant 4,121,034 4,121,034 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 Total shares 14,208,559 13,399,583 Restricted Stock Purchase On February 9, 2021, the Company granted an officer of the Company the right to purchase 408,824 shares of restricted common stock, and the officer exercised the purchase option at the grant date fair value of $ 8.30 per share, for a total exercise price of $ 3.4 million (restricted stock purchase). As the restricted stock purchase contained a repurchase option for the Company, the exercise price was initially recognized as a deposit liability that is offset to additional paid-in capital as the repurchase option is released. One quarter of the shares were released from the Company’s repurchase option on the one-year anniversary of the grant, and one forty-eighth of the shares are released monthly for the 36 months thereafter. As of December 31, 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 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 . 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 116 Table of Contents Ibotta, Inc. Notes to Financial Statements 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 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: Black-Scholes Option Pricing Model Risk-free interest rate 4.61 % Expected dividend yield — Expected volatility 65 % Expected term (in years) 7.1 The fair value of the portion of the Walmart Warrant that vests upon achievement of the performance conditions is recognized as sales and marketing expense when the performance conditions are considered probable of achievement, and the fair value of the remaining portion is recognized as sales and marketing expense over time beginning upon achievement of certain performance conditions through 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 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 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 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 117 Table of Contents Ibotta, Inc. Notes to Financial Statements any time. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. During the year ended December 31, 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. 10. Revenue Disaggregation of Revenue The Company’s disaggregated revenue by type of service is as follows (in thousands): Year ended December 31, 2025 2024 2023 Redemption revenue $ 297,236 $ 308,824 $ 243,886 Ad & other revenue 45,153 58,430 76,151 Total revenue $ 342,389 $ 367,254 $ 320,037 Deferred Revenue 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. Revenue recognized from deferred revenue at the beginning of the year is as follows (in thousands): Year ended December 31, 2025 2024 2023 Revenue recognized $ 4,361 $ 2,370 $ 2,659 11. Stock-Based Compensation Stock-Based Compensation Expense The Company’s stock-based compensation expense is recorded as follows (in thousands): Year ended December 31, 2025 2024 2023 Cost of revenue $ 2,582 $ 1,484 $ 659 Sales and marketing (1) 18,732 39,086 15,420 Research and development 10,271 9,325 2,074 General and administrative 21,321 26,321 2,015 Total stock-based compensation expense $ 52,906 $ 76,216 $ 20,168 _______________ (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 . 118 Table of Contents Ibotta, Inc. 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. Equity Incentive Plan In April 2024, the Company’s board of directors approved the 2024 Equity Incentive Plan (2024 Plan), which became effective in connection with the IPO. The 2024 Plan provides for the grant of stock options, restricted stock, 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 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 The Company’s option awards typically vest over a three - or four-year period and expire 10 years from the grant date. The exercise price of the option awards is typically equal to the fair value of the Company’s common stock at the date of grant. As defined in the individual option award agreements, certain option awards provide for accelerated vesting if there is a sale of the Company and the outlined employees are terminated in a specific time period thereafter. A summary of option activity for the year ended December 31, 2025 is as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Options outstanding as of December 31, 2024 3,279,483 $ 15.49 6.5 $ 162,641 Exercised ( 594,148 ) 15.36 Forfeited or expired ( 160,274 ) 17.06 Options outstanding as of end of period 2,525,061 15.42 5.3 19,780 Options vested and exercisable as of December 31, 2025 2,189,326 $ 14.77 5.0 $ 18,017 119 Table of Contents Ibotta, Inc. 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. 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 estimated using the Black Scholes option-pricing model using the following weighted average assumptions: Year ended December 31, 2024 2023 Risk-free interest rate 4.07 % 4.16 % Expected dividend yield — — Expected volatility 75 % 71 % Expected term (in years) 6.1 6.0 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: RSUs Weighted Average Grant Date Fair Value per Share Unvested and outstanding as of December 31, 2024 1,043,621 $ 63.35 Granted 2,360,646 50.20 Vested ( 499,501 ) 64.79 Forfeited or expired ( 468,507 ) 63.55 Unvested and outstanding as of December 31, 2025 2,436,259 $ 50.28 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). As a result of the IPO, the liquidity event condition associated with all double-trigger awards was 120 Table of Contents Ibotta, Inc. Notes to Financial Statements 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 On April 17, 2024, the Company issued a performance-based RSU award to the CEO (CEO PRSU). The CEO PRSU awards a target number of RSUs to the CEO, totaling 125,216 RSUs, that become eligible to vest based on the Company’s total shareholder return (TSR) relative to the TSRs of the companies in the Russell 2000 Index during the performance period from the grant date through December 31, 2026. A percentage of the target number of RSUs, ranging from zero to 200 %, will vest based on the percentile rank of the Company's TSR relative to that of the other companies in the index over the performance period. The award is subject to the CEO’s continued service to the Company, and the TSR condition is a market condition. In addition, the CEO PRSU is subject to acceleration upon a change in control. The Company estimated the fair value of the CEO PRSU on the April 17, 2024 issuance date using a Monte Carlo simulation that incorporates the probability of achievement of the market condition, resulting in an aggregate grant date fair value of $ 14.3 million. The key assumptions used include a risk-free rate of 4.76 %, an expected volatility of approximately 57 %, and an expected term of 2.7 years. During the 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 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. Each offering period has a single purchase period of the same duration. The offering periods will generally start on the first trading day on or after May 15 and November 15 each year and end on the first trading day on or after the following November 15 and May 15, respectively. The per share purchase price is equal to 85 % of the lesser of the fair market value of a 121 Table of Contents Ibotta, Inc. Notes to Financial Statements 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 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: Year ended December 31, 2025 2024 Risk-free interest rate 4.05 % 4.96 % Expected dividend yield — — Expected volatility 66 % 50 % Expected term (in years) 0.5 0.5 12. Employee Benefit Plan The Company sponsors a defined contribution plan pursuant to Section 401(k) of the Internal Revenue Code for all eligible employees. The Company’s matching contribution expense was $ 3.9 million, $ 3.6 million, and $ 2.9 million during the years ended December 31, 2025, 2024, and 2023, respectively. 13. Income Taxes The provision for (benefit from) income taxes consists of the following (in thousands): Year ended December 31, 2025 2024 2023 Current taxes: Federal 799 2,688 2,419 State 2,327 6,688 3,515 Total current taxes 3,126 9,376 5,934 Deferred taxes: Federal 3,087 ( 41,331 ) — State 59 ( 12,291 ) — Total deferred taxes 3,146 ( 53,622 ) — Provision for (benefit from) income taxes $ 6,272 $ ( 44,246 ) $ 5,934 122 Table of Contents Ibotta, Inc. Notes to Financial Statements 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 Amount % U.S. federal statutory income tax rate $ 2,068 21.0 % State and local taxes, net of federal income tax effect (1) 2,053 20.9 Tax credits: 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 % _______________ (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, 2024 2023 U.S. 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 true-up ( 3.3 ) ( 0.5 ) Change in valuation allowance ( 239.3 ) ( 17.8 ) 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 — Section 162(m) limitation 8.7 — Equity compensation related adjustment 16.0 — Effective tax rate ( 180.7 ) % 13.5 % 123 Table of Contents Ibotta, Inc. 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 State 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): December 31, 2025 2024 Deferred tax assets: Net operating loss, credit carryforwards $ 22,402 $ 19,533 Accruals and reserves 8,888 9,640 User redemption liability 8,503 9,630 Capitalized research and development 22,653 39,031 Other deferred tax assets 6,815 — Gross deferred tax assets 69,261 77,834 Deferred tax liabilities: Property and equipment ( 10,793 ) ( 3,416 ) Other deferred tax liabilities ( 3,618 ) ( 1,207 ) Gross deferred tax liabilities ( 14,411 ) ( 4,623 ) Net deferred tax assets $ 54,850 $ 73,211 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, 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. 124 Table of Contents Ibotta, Inc. Notes to Financial Statements The table below details the activity of the deferred tax assets valuation allowance (in thousands): Balance at Beginning of Year Additions Deductions Balance at End of Year Deferred tax assets valuation allowance: Year ended December 31, 2025 $ — $ — $ — $ — Year ended December 31, 2024 ( 58,624 ) — 58,624 — Year ended December 31, 2023 $ ( 65,270 ) $ — $ 6,646 $ ( 58,624 ) As of December 31, 2025 and 2024, the Company had no federal net operating losses, net of uncertain tax positions, for U.S. federal income tax purposes. As of December 31, 2025 and 2024, the Company had federal tax credit carryforwards of $ 11.8 million and $ 7.8 million, respectively. Total state tax credits as of December 31, 2025 and 2024 were immaterial. If unused, the federal tax credit carryforwards will begin to expire in 2042, and the state tax credits will begin to expire in 2029. 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, 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. Management has evaluated the income tax positions taken or expected to be taken, if any, on income tax returns filed and the likelihood that, upon examination by relevant jurisdictions, those income tax positions would be sustained. The Company recognizes interest accrued and penalties related to unrecognized uncertain tax position benefits in income tax expense. Total accrued interest and penalties as of December 31, 2025 and 2024 were immaterial. A reconciliation of the beginning and ending amount of unrecognized tax benefits were as follows (in thousands): Year ended December 31, 2025 2024 2023 Beginning balance $ 19,812 $ 15,306 $ 17,251 Additions/(reductions) based on tax positions related to the current year ( 11 ) 4,506 ( 1,945 ) Additions/(reductions) for tax positions related to prior years — — — Ending balance $ 19,801 $ 19,812 $ 15,306 An insignificant portion of the unrecognized tax benefits, if recognized, is expected to impact the effective tax rate. A material reduction of unrecognized tax benefits within the next twelve months is not expected. 125 Table of Contents Ibotta, Inc. Notes to Financial Statements We file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. While the applicable statute of limitations are generally open for three to four years for the jurisdictions in which we file, we remain subject to income tax examinations for all years in certain jurisdictions due to the usage of carryforward attributes, such as net operating losses and research and development credits. The Internal Revenue Service (IRS) commenced an examination of our U.S. income tax returns for the tax year ended December 31, 2021 in the second quarter of 2024. 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. The Company's state income tax returns are subject to audit. The Company is not currently under audit by state taxing authorities. 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. 14. 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 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 Numerator: Net income $ 3,575 $ 68,742 $ 38,117 Denominator: Weighted average shares of common stock outstanding, basic 28,366,770 24,124,833 8,948,537 Plus: dilutive effect of stock options 1,564,697 2,551,403 727,076 Plus: dilutive effect of RSUs 161,266 184,695 — Plus: dilutive effect of redeemable convertible preferred stock — — 17,245,954 Plus: dilutive effect of ESPP 7,846 — — Weighted average common shares outstanding, diluted 30,100,579 26,860,931 26,921,567 Net income per share, basic $ 0.13 $ 2.85 $ 4.26 Net income per share, diluted $ 0.12 $ 2.56 $ 1.42 126 Table of Contents Ibotta, Inc. Notes to Financial Statements 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, 2025 2024 2023 Stock options 139,985 — 2,944,025 RSUs 1,613,391 317,120 — ESPP — 44,109 — Unvested shares of restricted stock purchase — 11,641 113,846 Common stock warrant 4,121,034 4,121,034 3,528,577 Total shares excluded from diluted net income per share 5,874,410 4,493,904 6,586,448 15. Related Parties Retention of Wilson Sonsini Goodrich & Rosati, P.C. Larry W. Sonsini, a member of the Company’s board of directors, is a founding partner of the law firm Wilson Sonsini Goodrich & 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. 16. Commitments and Contingencies Letters of Credit 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. 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 . Tax Reserves We conduct operations in many tax jurisdictions. In some of these jurisdictions, non-income-based taxes, such as sales and other indirect taxes, may be assessed on our operations. There is uncertainty and 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. As of December 31, 2025 and 2024, tax reserves were immaterial. Due to the estimates involved in the analysis, the Company expects that the liability will change over time and could exceed the current estimate. The Company may also be subject to examination by the relevant state taxing authorities. 127 Table of Contents Ibotta, Inc. 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, 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 2027 32,681 2028 26,239 2029 22,612 2030 19,010 Thereafter — Total $ 138,898 Legal Proceedings On April 17, 2025, a putative securities class action complaint, captioned Fortune v. Ibotta, Inc., et al. , No. 25-cv-01213-NYW, was filed in the U.S. District Court for the District of Colorado against the Company, certain of its current and former officers and directors, and the underwriters of the Company's initial public offering. 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. 128 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.