Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial and interim principal accounting officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial and interim principal accounting officer have concluded that these disclosures controls were effective at a reasonable assurance level as of December 31, 2025.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Management assessed the effectiveness of our internal control over financial reporting based on the criteria set forth in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on its assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. In addition, 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. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
129
Table of Contents
Item 9B. Other Information
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended December 31, 2025, no directors or officers, as defined in Rule 16a-1(f), adopted , terminated , or modified a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
130
Table of Contents
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by this item is incorporated by reference from the definitive proxy statement for our 2025 Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, 2025.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from the definitive proxy statement for our 2025 Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference from the definitive proxy statement for our 2025 Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from the definitive proxy statement for our 2025 Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, 2025.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the definitive proxy statement for our 2025 Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, 2025.
131
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(a) Financial Statements
Our financial statements are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(b) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material, or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K.
(c) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K, or are incorporated herein by reference, in each case as indicated below:
Incorporated by Reference
Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of the registrant .
8-K 001-42018 3.1 April 22, 2024
3.2 Amended and Restated Bylaws of the registrant .
8-K 001-42018 3.2 April 22, 2024
4.1 Form of Class A common stock certificate of the registrant.
S-1/A 333-278172 4.1 April 08, 2024
4.2 Description of Securities.
10-K 001-42018 4.2 February 27, 2025
4.3# Warrant Agreement by and between the registrant and Walmart Inc., dated May 17, 2021.
S-1 333-278172 4.3 March 22, 2024
4.4 Amendment to Warrant Agreement by and between the registrant and Walmart Inc., dated March 21, 2024 .
S-1 333-278172 4.4 March 22, 2024
10.1+ 2024 Equity Incentive Plan and forms of agreement thereunder.
S-1/A 333-278172 10.1 April 08, 2024
10.2+ 2024 Employee Stock Purchase Plan and forms of agreement thereunder.
S-1/A 333-278172 10.2 April 08, 2024
10.3+ 2011 Equity Incentive Plan and forms of agreement thereunder.
S-1 333-278172 10.3 March 22, 2024
10.4+ Executive Incentive Compensation Plan .
S-1 333-278172 10.4 March 22, 2024
10.5+ Outside Director Compensation Policy.
S-1/A 333-278172 10.5 April 08, 2024
10.6+ Form of Indemnification Agreement between the registrant and each of its directors and executive officers.
S-1 333-278172 10.6 March 22, 2024
132
Table of Contents
Incorporated by Reference
Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
10.7+ Confirmatory Employment Letter, by and between the registrant and Bryan Leach, effective as of March 14, 2024.
S-1 333-278172 10.7 March 22, 2024
10.8+ Confirmatory Employment Letter, by and between the registrant and Sunit Patel, effective as of March 14, 2024.
S-1 333-278172 10.8 March 22, 2024
10.9+ Confirmatory Employment Letter, by and between the registrant and Marisa Daspit, effective as of March 14, 2024.
S-1 333-278172 10.9 March 22, 2024
10.10+ Confirmatory Employment Letter, by and between the registrant and Richard Donahue, effective as of March 14, 2024.
S-1 333-278172 10.10 March 22, 2024
10.11+ Offer Letter, by and between the registrant and David T. Shapiro, effective as of March 14, 2024.
S-1 333-278172 10.11 March 22, 2024
10.12+ Confirmatory Employment Letter, by and between the registrant and Amir El Tabib, effective as of March 14, 2024.
S-1 333-278172 10.12 March 22, 2024
10.13+ Confirmatory Employment Letter, by and between the registrant and Chris Riedy , effective as of February 3, 202 5
10-K 001-42018 10.13 February 27, 2025
10.14+ Confirmatory Employment Letter, by and between the registrant and Luke Swanson, effective as of March 15, 2024.
S-1 333-278172 10.14 March 22, 2024
10.15+ Change in Control and Severance Agreement between the registrant and Bryan Leach, effective as of September 22, 2021.
S-1 333-278172 10.15 March 22, 2024
10.16+ Change in Control and Severance Agreement between the registrant and Sunit Patel, effective as of March 19, 2024.
S-1 333-278172 10.16 March 22, 2024
10.17+ Change in Control and Severance Agreement between the registrant and Marisa Daspit, effective as of March 14, 2024.
S-1 333-278172 10.17 March 22, 2024
10.18+ Change in Control and Severance Agreement between the registrant and Rich Donahue, effective as of March 14, 2024.
S-1 333-278172 10.18 March 22, 2024
10.19+ Change in Control and Severance Agreement between the registrant and David T. Shapiro, effective as of February 11, 2024.
S-1 333-278172 10.19 March 22, 2024
133
Table of Contents
Incorporated by Reference
Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
10.20+ Change in Control and Severance Agreement between the registrant and Amir El Tabib, effective as of March 14, 2024.
S-1 333-278172 10.20 March 22, 2024
10.21+ Change in Control and Severance Agreement between the registrant and Chris Riedy , effective as of December 18, 2024 .
10-K 001-42018 10.21 February 27, 2025
10.22+ Change in Control and Severance Agreement between the registrant and Luke Swanson, effective as of October 6, 2021.
S-1 333-278172 10.22 March 22, 2024
10.23 Lease between the r egistrant, BOP 1801 California Street LLC, and BOP 1801 California Street II LLC, dated October 20, 2015.
S-1 333-278172 10.23 March 22, 2024
10.24 First Amendment of Lease between the registrant, BOP 1801 California Street LLC, and BOP 1801 California Street II LLC, dated June 28, 2017.
S-1 333-278172 10.24 March 22, 2024
10.25 Lease Agreement between the registrant and TR 16 Market Square Corp., dated November 17, 2024.
10-K 001-42018 10.25 February 27, 2025
10.26 Credit Agreement, dated December 5, 2024, by and among, t he registrant , as the borrower, Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, and the lenders and other parties named therein.
10-K 001-42018 10.26 February 27, 2025
10.27# Performance Network & Digital Item-Level Rebates Program Agreement between the registrant and Walmart Inc., dated May 17, 2021.
S-1 333-278172 10.29 March 22, 2024
10.28 Form of Equity Exchange Right Agreement between the registrant, Bryan Leach and certain entities affiliated with Bryan Leach.
S-1 333-278172 10.30 March 22, 2024
10.29 Form of Share Exchange Agreement between the registrant, Bryan Leach and certain entities affiliated with Bryan Leach.
S-1 333-278172 10.31 March 22, 2024
10.30+ Form of Restricted Stock Unit Award Agreement between the registrant and Bryan Leach.
S-1/A 333-278172 10.32 April 08, 2024
10.31+ Offer Letter for Matt Puckett, dated August 6, 2025 .
8-K 001-42018 99.2 August 11, 2025
134
Table of Contents
Incorporated by Reference
Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
10.32+ 2024 Employee Stock Purchase Plan, as amended on August 18, 2025, and forms of agreement thereunder.
10-Q 001-42018 10.2 November 13, 2025
10.33+ Offer Letter for Valarie Sheppard, dated as of March 27, 2025 .
8-K/A 001-42018 10.1 March 31, 2025
10.34+ Consulting Agreement, by and between the registrant and Sunit Patel, effective as of April 1, 2025 .
10-Q 001-42018 10.2 May 15, 2025
19.1 Insider Trading Policy.
X
21.1 List of Subsidiaries of the registrant .
X
23.1 Consent of KPMG LLP, independent registered public accounting firm.
X
24.1 Power of Attorney (included on signature page).
X
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1^ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2^ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 Compensation Recovery Policy.
10-K 001-42018 97.1 February 27, 2025
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
135
Table of Contents
Incorporated by Reference
Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). X
_______________
# Certain confidential information contained in this exhibit has been omitted because it is both (i) not material; and (ii) the type that the Registrant treats as private or confidential.
+ Indicates a management contract or compensatory plan.
^ This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
Item 16. Form 10-K Summary
None.
136
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
IBOTTA, INC.
Date: February 25, 2026 By: /s/ Bryan Leach
Bryan Leach
Chief Executive Officer
137
Table of Contents
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bryan Leach and Matt Puckett as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and substitution, for him or her and in his or her name, place, and stead, in any and all capacities (including his or her capacity as a director and/or officer of Ibotta, Inc.) to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ Bryan Leach Founder, Chief Executive Officer, President, and Chairman of the Board of Directors (Principal Executive Officer) February 25, 2026
Bryan Leach
/s/ Matt Puckett Chief Financial Officer (Principal Financial Officer and Interim Principal Accounting Officer)
February 25, 2026
Matt Puckett
/s/ Stephen Bailey Director February 25, 2026
Stephen Bailey
/s/ Amanda Baldwin Director
February 25, 2026
Amanda Baldwin
/s/ Amit N. Doshi Director
February 25, 2026
Amit N. Doshi
/s/ Thomas D. Lehrman Director
February 25, 2026
Thomas Lehrman
/s/ Valarie Sheppard Director
February 25, 2026
Valarie Sheppard
/s/ Larry W. Sonsini Director
February 25, 2026
Larry W. Sonsini
138