Ibotta, Inc.

Previous wording

Ibotta’s mission is to Make Every Purchase Rewarding. We accomplish this mission by delivering digital promotions to clients through the Ibotta Performance Network (IPN). Through the IPN, we source digital promotions from our clients, primarily consumer packaged goods (CPG) brands, and distribute these promotions to consumers via our network of publishers, enabled by our technology platform. We have strategic relationships with Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar, a subsidiary of Dollar Tree, Inc. (Family Dollar), Maplebear, Inc. (Instacart), and DoorDash, Inc. (DoorDash, announced in January 2025 but not yet fully launched) among others, who are third-party publishers on the IPN and use our digital offers to power their loyalty programs on a white-label basis. We also host offers on Ibotta’s direct-to-consumer properties, which include the Ibotta-branded cash back mobile app, website, and browser extension (collectively, Ibotta D2C, which is part of the IPN). Within Ibotta D2C, we also partner with affiliate networks to allow consumers to earn cash back on a percentage of their total basket spend at certain retailers.

Current wording

Ibotta’s mission is to Make Every Purchase Rewarding. We accomplish this mission by delivering digital promotions to clients through the Ibotta Performance Network (IPN). Through the IPN, we source digital promotions from our clients, primarily consumer packaged goods (CPG) brands, and distribute these promotions to consumers via our network of publishers, enabled by our technology platform. We have strategic relationships with Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar, a subsidiary of Dollar Tree, Inc. (Family Dollar), Maplebear, Inc. (Instacart), and DoorDash, Inc. (DoorDash, announced in January 2025 and launched to the majority of DoorDash customers during the second quarter of 2025), among others, who are third-party publishers on the IPN and use our digital offers to power their loyalty programs on a white-label basis. We also host offers on Ibotta’s direct-to-consumer properties, which include the Ibotta-branded cash back mobile app, website, and browser extension (collectively, Ibotta D2C, which is part of the IPN). Within Ibotta D2C, we also partner with affiliate networks to allow consumers to earn cash back on a percentage of their total basket spend at certain retailers.

Previous wording

Our business and results of operations are subject to global economic conditions. Our revenue depends on the ability of consumers to buy products that are featured on the IPN. Deteriorating macroeconomic conditions, including slower growth or a recession, inflation, changes in the perception of macroeconomic conditions, changes in U.S. government policies, bank failures, supply chain disruption, increases in interest rates, increases to fuel and other energy costs or vehicle costs, a potential U.S. federal government shutdown, geopolitical events, including escalated, escalating, and retaliatory tariff and non-tariff trade measures imposed by the U.S., Mexico, China, Canada and other countries, the potential for new or unforeseen conflicts, changes in the labor market, or decreases in consumer spending power or confidence, could lower promotional budgets and result in a decline in client spending which could adversely affect the number of offer redemptions on our network.

Current wording

Our business and results of operations are subject to global economic conditions. Our revenue depends on the ability of consumers to buy products that are featured on the IPN. Deteriorating macroeconomic conditions, including as a result of regulatory and economic uncertainty, slower growth or a recession, inflation, changes in the perception of macroeconomic conditions, changes in U.S. government policies, bank failures, supply chain disruption, increases in interest rates, increases to fuel and other energy costs or vehicle costs, a potential U.S. federal government shutdown, geopolitical events, including escalated, escalating, and retaliatory tariff and non-tariff trade measures imposed by the U.S., Mexico, China, Canada and other countries, the potential for new or unforeseen conflicts, changes in the labor market, or decreases in consumer spending power or confidence, could lower promotional budgets and result in a decline in client spending which could adversely affect the number of offer redemptions on our network.

Previous wording

A redemption is a verified purchase of an item qualifying for an offer by a client on the IPN. The number of redemptions are an indicator of the scale and consumer engagement of our business, as well as the value we bring to our clients and publishers. Generally, redemptions grow as we increase budgets with existing clients and/or add new CPG brands as clients. In addition, redemptions grow from adding publishers and redeemers, and/or increasing engagement from existing redeemers.

Current wording

A redemption is a verified purchase of an item qualifying for an offer by a client on the IPN. The number of redemptions are an indicator of the scale and consumer engagement of our business, as well as the value we bring to our clients and publishers. Generally, redemptions change as budgets increase or decrease with existing clients and/or as we add or lose CPG brands as clients. In addition, redemptions grow from adding publishers and redeemers, and/or increasing engagement from existing redeemers.

Previous wording

For the three months ended March 31, 2025 compared to the same period in 2024, D2C redemptions were approximately 21.6 million and 27.7 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Current wording

For the three months ended June 30, 2025 compared to the same period in 2024, D2C redemptions were approximately 21.9 million and 28.6 million, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, D2C redemptions were approximately 43.6 million and 56.2 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Previous wording

For the three months ended March 31, 2025 compared to the same period in 2024, third-party publisher redemptions were approximately 61.2 million and 43.8 million, respectively. This growth was primarily driven by the launch of Family Dollar in the second quarter of 2024, and Instacart in the fourth quarter of 2024, as well as the expansion of our existing third-party publishers.

Current wording

For the three months ended June 30, 2025 compared to the same period in 2024, third-party publisher redemptions were approximately 58.6 million and 52.1 million, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, third-party publisher redemptions were approximately 119.8 million and 95.9 million, respectively. This growth was driven primarily by the launch of new publishers, such as Family Dollar, Instacart, and DoorDash, among others.

Previous wording

For the three months ended March 31, 2025 compared to the same period in 2024, total redemptions were 82.8 million and 71.5 million, respectively.

Current wording

For the three months ended June 30, 2025 compared to the same period in 2024, total redemptions were 80.5 million and 80.7 million, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, total redemptions were 163.3 million and 152.2 million, respectively.

Previous wording

For the three months ended March 31, 2025 compared to the same period in 2024, D2C redeemers were 1.7 million and 1.9 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Current wording

For the three months ended June 30, 2025 compared to the same period in 2024, D2C redeemers were 1.6 million and 1.8 million, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, D2C redeemers were 1.6 million and 1.9 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Previous wording

For the three months ended March 31, 2025 compared to the same period in 2024, third-party publisher redeemers were approximately 15.4 million and 10.6 million, respectively. These redeemers grow as we add third-party publishers and as these publishers ramp up consumers on their properties. This growth was primarily driven by the launch of Family Dollar in the second quarter of 2024, and Instacart in the fourth quarter of 2024, as well as the expansion of our existing third-party publishers.

Current wording

For the three months ended June 30, 2025 compared to the same period in 2024, third-party publisher redeemers were approximately 15.7 million and 11.9 million, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, third-party publisher redeemers were approximately 15.6 million and 11.2 million, respectively. These redeemers grow as we add third-party publishers and as these publishers ramp up consumers on their properties. This growth was driven primarily by the launch of new partners, such as Instacart and DoorDash, among others, and the expansion of our existing third-party publishers.

Previous wording

For the three months ended March 31, 2025 compared to the same period in 2024, total redeemers were approximately 17.1 million and 12.5 million, respectively.

Current wording

For the three months ended June 30, 2025 compared to the same period in 2024, total redeemers were approximately 17.3 million and 13.7 million, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, total redeemers were approximately 17.2 million and 13.1 million, respectively.

Previous wording

Forthe three months ended March 31, 2025 compared to the same period in 2024, third-party publisher redemptions per redeemer were approximately 4.0 and 4.1, respectively. The decrease was driven by the quantity and quality of offers available to each third-party publisher redeemer.

Current wording

Forthe three months ended June 30, 2025 compared to the same period in 2024, third-party publisher redemptions per redeemer were approximately 3.7 and 4.4, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, third-party publisher redemptions per redeemer were approximately 7.7 and 8.5, respectively. The decrease was driven by the quantity and quality of offers available to each third-party publisher redeemer.

Previous wording

Forthe three months ended March 31, 2025 compared to the same period in 2024, D2C redemption revenue per redemptionwas $1.17 and$1.19, respectively. This change was driven primarily by offer mix.

Current wording

Forthe three months ended June 30, 2025 compared to the same period in 2024, D2C redemption revenue per redemptionwas $1.12 and$1.13, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, D2C redemptions revenue per redemption was $1.14 and $1.16, respectively. This change was driven primarily by offer mix.

Previous wording

Forthe three months ended March 31, 2025 compared to the same period in 2024, third-party publisher redemption revenue per redemption was$0.79 and $0.80, respectively. This change was driven primarily by offer mix.

Current wording

Forthe three months ended June 30, 2025 compared to the same period in 2024, third-party publisher redemption revenue per redemption was$0.83 and $0.80, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, third-party publisher redemption revenue per redemption was $0.81 and $0.80, respectively. This change was driven primarily by offer mix.

Previous wording

For the three months ended March 31, 2025 compared to the same period in 2024, total redemption revenue per redemption was $0.89 and $0.95, respectively.

Current wording

For the three months ended June 30, 2025 compared to the same period in 2024, total redemption revenue per redemption was $0.91 and $0.92, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, total redemption revenue per redemption was $0.90 and $0.93, respectively.

Previous wording

We define Adjusted EBITDAas net income, adjusted to exclude interest (income) expense, net, depreciation and amortization expense, stock-based compensation expense, change in fair value of derivative, restructuring charges, (benefit from) provision for income taxes, andother expense, net. We define Adjusted EBITDA marginas Adjusted EBITDA as a percent of revenue.

Current wording

Adjusted EBITDAis earnings before interest income, net, provision for income taxes, anddepreciation and amortization expense, and excludes stock-based compensation expense, change in fair value of derivative, loss on debt extinguishment, restructuring charges, andother expense, net. We define Adjusted EBITDA marginas Adjusted EBITDA as a percent of revenue.

Previous wording

(1)Amortization of capitalized software development costs included in cost of revenue for the three months ended March 31, 2025 and 2024 was $1.2 million and $0.9 million, respectively.

Current wording

(1)Amortization of capitalized software development costs included in cost of revenue for the three months ended June 30, 2025 and 2024 was $1.4 million and $1.1 million, respectively, and for the six months ended June 30, 2025 and 2024 was $2.6 million and $2.0 million, respectively.

Previous wording

We expect sales and marketing expenses to decrease as a percentage of total revenue over time due to growth in revenue from third-party publishers, although they may fluctuate as a percentage of total revenue from period to period.

Current wording

We expect sales and marketing expenses to increase as we invest in our sales function. However, they may fluctuate as a percentage of total revenue from period to period.

Previous wording

Research and development expenses consist primarily of personnel-related costs for our technology departments, software licensing costs, impairment of capitalized software development costs, and professional fees. Personnel-related costs include salaries, stock-based compensation, benefits, taxes, restructuring charges, bonuses, and travel. We capitalize certain software development costs that are attributable to developing new features and adding incremental functionality to our platform or infrastructure. Costs incurred during the preliminary project stage and post-implementation operation stage are expensed as incurred in research and development expenses. In addition, impairment of in-progress software projects for which completion is subsequently determined not to be probable is recorded in research and development expenses.

Current wording

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. We capitalize certain software development costs that are attributable to developing new features and adding incremental functionality to our platform or infrastructure. Costs incurred during the preliminary project stage and post-implementation operation stage are expensed as incurred in research and development expenses. In addition, impairment of in-progress software projects for which completion is subsequently determined not to be probable is recorded in research and development expenses.

Previous wording

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

Current wording

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

Previous wording

We expect to increase the size of our general and administrative function to support the growth of our business, including increased facilities costs, and expect to continue to incur additional expenses as a result of operating as a public company. In addition, as a public company, we expect to continue to incur increased expenses such as insurance, investor relations, and professional services. As a result, we expect the dollar amount of our general and administrative expenses to increase. However, they may fluctuate as a percentage of total revenue from period to period.

Current wording

We expect to increase the size of our general and administrative function to support the growth of our business, including increased facilities costs, and expect to continue to incur additional expenses as a result of operating as a public company. As a result, we expect the dollar amount of our general and administrative expenses to increase. However, they may fluctuate as a percentage of total revenue from period to period.

Previous wording

Interest income (expense), net consists of interest income earned on cash, cash equivalents, and restricted cash, net of interest expense incurred on debt instruments.

Current wording

Interest income, net consists of interest income earned on cash, cash equivalents, and restricted cash, net of interest expense incurred on debt instruments.

Previous wording

Other expense, net consists of gains and losses on the convertible notes derivative liability, penalties, and gains and losses on the disposal of assets.

Current wording

Other expense, net consists of losses on the convertible notes derivative liability, penalties, and gains and losses on the disposal of assets.

Previous wording

The benefit from (provision for) income taxes consists primarily of income taxes related to federal and state jurisdictions in which we conduct business, with the exception of the fourth quarter of 2024 when we released our valuation allowance on our deferred tax assets.

Current wording

The provision for income taxes consists primarily of income taxes related to federal and state jurisdictions in which we conduct business, with the exception of the fourth quarter of 2024 when we released our valuation allowance on our deferred tax assets.