Ibotta, Inc.

Results of Operations

The following tables set forth our results of operations in dollars for each of the periods presented (in thousands):

(1)Amounts include stock-based compensation expense as follows (in thousands):

Comparison of the three months ended June 30, 2025 and 2024

Revenue

Total redemption revenue decreased $0.7 million, or 1%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due to a $7.7 million decrease in revenue from the Ibotta D2C properties, partially offset by a $6.9 million increase in revenue from third-party publishers. The decrease in D2C redemption revenue was driven primarily by a decrease in the quantity and quality of offers available to each D2C redeemer. The increase in third-party publisher redemption revenue was primarily driven by the launch of new partners, such as Family Dollar, Instacart, and DoorDash, among others.

Ad & other revenue decreased $1.2 million, or 8%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Cost of revenue

Cost of revenue increased $5.6 million, or 46%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due primarily to the addition of new third-party publishers.

Sales and marketing decreased $21.2 million, or 42%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due to a decrease of $21.9 million in stock-based compensation expense, partially offset by an increase of $0.9 million in other personnel-related costs. The decrease in stock-based compensation was primarily comprised of $19.6 million related to the Walmart Warrant for additional shares granted upon the closing of the IPO under the warrant’s anti-dilution provision and $1.8 million related primarily to equity awards with a liquidity event-based vesting condition that was satisfied in connection with the IPO. The increase in other personnel-related costs was driven by $0.6 million of restructuring charges and the remainder due to increased sales bonus expense.

Research and development decreased $2.8 million, or 16%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due to decreases of $1.5 million in stock-based compensation and $1.0 million in other personnel-related costs. The decrease in stock-based compensation expense related primarily to equity awards with a liquidity event-based vesting condition that was satisfied in connection with the IPO. The decrease in other personnel-related costs was driven by a decrease in average headcount.

General and administrative decreased $6.4 million, or 22%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, due to decreases of $8.0 million in stock-based compensation expense, $0.7 million related to the timing of the Company’s annual town hall, and $0.5 million in other personnel-related costs, primarily related to one-time IPO costs incurred in the prior year. The decrease in stock-based compensation related primarily to equity awards with a liquidity event-based vesting condition that was satisfied in connection with the IPO. These decreases were partially offset by increases of $1.5 million in professional fees largely attributable to legal matters, $0.4 million in bad debt expense, $0.4 million in facilities costs due to the commencement of a new office space lease in the first quarter of 2025, and $0.3 million in software licensing costs.

Depreciation and amortization did not change meaningfully during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Interest income (expense), net

Interest income, net, did not change meaningfully during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Loss on extinguishment of debt decreased $9.6 million during the during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to the conversion of the convertible notes into shares of our Class A common stock concurrently upon the closing of the IPO.

Other expense, net, decreased $1.4 million, or 100%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a $1.4 million decrease in the loss on the convertible notes derivative liability, which was settled in connection with the IPO.

The provision from income taxes decreased$2.6 million during thethree months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to the impact of non-deductible items, including certain executive compensation costs, stock-based compensation, and the tax expenses related to uncertain tax positions. These increases are partially offset by the benefit of research and development tax credits.

Comparison of the six months ended June 30, 2025 and 2024

Revenue

Total redemption revenue increased $4.7 million, or 3%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due to a $20.1 million increase in revenue from third-party publishers, partially offset by a $15.5 million decrease in revenue from the Ibotta D2C properties. The decrease in D2C redemption revenue was driven primarily by a decrease in the quantity and quality of offers available to each D2C redeemer. The increase in third-party publisher redemption revenue was primarily driven by the launch of new partners, such as Family Dollar, Instacart, and DoorDash, among others, and the expansion of existing third-party publishers.

Ad & other revenue decreased $4.3 million, or 15%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven primarily by reduced client spend on D2C ad products.

Cost of Revenue

Cost of revenue increased $12.2 million, or 54%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due primarily to the addition of new publishers.

Sales and marketing decreased $19.5 million, or 25%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due to decreases of $20.4 million in stock-based compensation expense related primarily to the Walmart Warrant for additional shares granted upon the closing of the IPO under the warrant’s anti-dilution provision, $1.2 million in media spend, and $0.3 million in B2B marketing, partially offset by an increase of $2.8 million in other personnel-related costs. The decreases in media spend and B2B marketing resulted from a shift in marketing strategy. The increase in other personnel-related costs was driven by $1.2 million of restructuring charges and the remainder due to increases in sales bonus expense, benefits expense, and salary and wages.

Research and development increased $1.6 million, or 5%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due to increases of $1.1 million in stock-based compensation expense and $0.7 million in other personnel costs driven by restructuring charges. The increase in stock-based compensation expense was driven by a $3.4 million increase in recurring equity compensation, partially offset by decreases of $1.5 million related to equity awards with a liquidity event-based vesting condition that was satisfied in connection with the IPO and $0.8 million related to a higher allocation of personnel costs to cost of revenue due to continued investment in our infrastructure.

General and administrative increased $1.8 million, or 4%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due to increases of $2.4 million in professional fees largely attributable to legal matters, $0.8 million in bad debt expense, $0.8 million in facilities costs due to the commencement of a new office space lease in the first quarter of 2025, $0.6 million in other personnel-related costs, including $0.3 million of restructuring charges, $0.5 million in software licensing costs, and $0.4 million in corporate insurance. These increases were partially offset by a $3.7 million decrease in stock-based compensation expense driven by decreases of $8.0 million related to equity awards with a liquidity event-based vesting condition that was satisfied in connection with the IPO and $1.6 million from the reversal of previously recognized expense for unvested equity awards related to the departure of the Company’s chief financial officer in March 2025, partially offset by a $6.0 million increase in recurring equity compensation.

Depreciation and amortization did not change meaningfully during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Interest expense, net

Interest income, net, increased $5.5 million, or 629%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, due to an increase in interest earned on cash and cash equivalents driven largely by the IPO proceeds and a decrease in interest expense resulting from the extinguishment of the convertible notes.

Loss on extinguishment of debt decreased $9.6 million during the during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the conversion of the convertible notes into shares of our Class A common stock concurrently upon the closing of the IPO.

Other expense, net, decreased $2.7 million, or 87%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a $3.1 million decrease in the loss on the convertible notes derivative liability, which was settled in connection with the IPO.

The provision from income taxes decreased$5.7 million during thesix months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to the impact of non-deductible items including certain executive compensation costs, stock-based compensation, and the tax expenses related to uncertain tax positions, partially offset by the benefit of research and development tax credits.

Liquidity and Capital Resources

As of June 30, 2025, our principal sources of liquidity included $250.5 million of cash and cash equivalents and $99.0 million of available capacity under a revolving line of credit.

Our primary cash needs are for personnel-related expenses, sales and marketing expenses, user award and revenue share payables, data hosting costs, and software licensing costs. We believe our existing liquidity and cash flows from operating activities will be sufficient to meet our projected operating and capital requirements for at least the next 12 months.

Our future cash requirements will depend on many factors, including our pace of growth, the timing and extent of spend to support research and development efforts, the timing of cash collected from clients, the expansion of sales and marketing activities, the introduction of new and enhanced platform offerings, the continuing market acceptance of the platform, and the volume and timing of our share repurchases. As a result of these and other factors, we may be required to seek additional equity or debt financing. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. Further, our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q. If we are unable to raise additional capital when desired, our business, financial condition, results of operations, and prospects would be adversely affected.

2024 Credit Facility

On December 5, 2024, we entered into a Credit Agreement with Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, which provides us with revolving commitments in an aggregate principal amount of $100.0 million and matures on December 5, 2029 (2024 Credit Facility). The 2024 Credit Facility also allows the Company to request incremental revolving commitments of up to $100.0 million. As of June 30, 2025, we 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. For further details regarding credit agreements, see Note 5 - Long-Term Debt to our condensed financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q.

Common Stock Warrant

On May 17, 2021, we issued the Walmart Warrant in connection with a multi-year strategic relationship that makes Ibotta the exclusive provider of digital item-level rebate offer content for Walmart U.S. If the shares available for exercise as of June 30, 2025 were fully exercised, the warrants could provide up to $245.6 million in proceeds to us. However, the exercisability of a portion of the Walmart Warrant is subject to certain performance conditions and forfeiture features, and we cannot make assurance that any such warrant will be exercised. For further details regarding the Walmart Warrant, see Note 8 - Stockholders' Equity to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 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 million, bringing the total authorization to $300 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 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 thethree and six months ended June 30, 2025, the Company repurchased 1,448,373 and 3,288,927 shares, respectively, of its Class A common stock for an aggregate repurchase amount of$68.2 million and $141.6 million, respectively. 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 condensed balance sheetson a trade-date basis. As of June 30, 2025, $128.6 million remains available and authorized for repurchase under the Share Repurchase Program.

Cash Flows

The following table summarizes our cash flows for the periods presented:

Operating Activities

Our collection cycles can vary based on payment practices from our clients, and we are required to pay our third-party publishers within a contractual timeframe, regardless of whether we have collected payment from our client. As a result, timing of cash receipts related to accounts receivable and due to third-party publishers can vary from period to period and significantly impact our cash provided by operating activities for any period.

Net cash provided by operating activities decreased $8.7 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was a result of a $27.7 million increase in net income adjusted for a $34.7 million decrease in non-cash charges and a $1.7 million decrease in net cash inflows from changes in operating assets and liabilities. The increase in net income was largely driven by non-cash charges in the prior year as a result of the IPO, including accelerated stock-based compensation and losses on the extinguishment of the convertible notes and derivative liability, partially offset by increases in other operating expenses.

The decrease in net cash inflows from changes in operating assets and liabilities was primarily due to cash outflows of $6.7 million from liabilities due to third-party publishers driven by the timing and ramp up of new publishers and $6.3 million from accounts receivable due to the timing of client payments. These cash outflows were partially offset by cash inflows of $6.3 million from accrued expenses, $4.0 million from accounts payable due to timing of payments, $0.6 million from other assets and liabilities, and $0.4 million from the user redemption liability. The change in accrued expenses was primarily driven by higher accrued employee expenses as of December 31, 2023 compared to December 31, 2024, paid in the first quarter of the following year, the timing of gift card purchases, and an increase in other accrued liabilities.

Investing Activities

Net cash used in investing activities increased $7.2 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven by a $5.2 million increase in additions to property and equipment driven by leasehold improvements for our new corporate headquarters and a $2.0 million increase in additions to capitalized software development costs.

Financing Activities

Net cash used in financing activities increased $338.5 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven by $201.1 million of net IPO proceeds in the prior year, a $140.2 million increase in purchases of treasury stock, and a $2.0 million increase in taxes paid related to the net share settlement of equity awards, partially offset by increases of $2.7 million in proceeds from the exercise of stock options and $2.0 million in proceeds from the employee stock purchase plan.

Material Cash Requirements

Operating leases

Our operating lease commitments primarily include our corporate office space. As of June 30, 2025, we had noncancellable lease obligations of $37.5 million, of which $1.4 million is payable within 12 months and the remainder thereafter. For additional discussion on our operating leases, refer to Note 7 - Operating Leases to our condensed financial statements included in Part I, Item I, of this Quarterly Report on Form 10-Q.

Purchase Commitments

The Company has non-cancelable purchase obligations that 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 June 30, 2025, we had fixed noncancellable purchase obligations of $148.2 million, of which $35.2 million is payable within 12 months and the remainder thereafter. For additional discussion on these contractual commitments, refer to Note 14 - Commitments and Contingencies to our condensed financial statements included in Part I, Item I, of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. In preparing the condensed financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect the underlying business and economic events. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates.

There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recent Accounting Pronouncements

See Note 2 – Basis of Presentation and Summary of Significant Accounting Policies to our condensed financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012 and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen to not take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. We expect to lose emerging growth company status on December 31, 2025.