Ibotta, Inc.

PART II - OTHER INFORMATION

From time to time, we are involved in various legal proceedings including claims, suits, inquiries, and investigations arising from activities in the normal course of business. We also have received and may in the future receive claims asserting we are or may be infringing, misappropriating, or otherwise violating third-party intellectual property rights. Given the unpredictable nature of litigation, an unfavorable resolution of one or more such matters could in the future materially adversely affect our business, financial condition, and results of operations in a particular period; however, based on the information known by us as of the date of this filing, any such amount is either not material or it is not possible to provide an estimated amount of any such potential loss. Defending any legal proceeding 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.

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 our current and former officers and directors, and the underwriters of our initial public offering. The Fortune complaint asserts claims for alleged violations of Sections 11, 12(a)(2), and 15 of the Securities Act, and generally alleges that the defendants made materially false and misleading statements, regarding risks associated with the Company’s contract with a former publisher, in the registration statement and prospectus that were filed in connection with the Company’s initial public offering. The action seeks unspecified damages and other relief. On May 20, 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. The Valentine complaint asserts claims for alleged violations of Sections 11, 12(a)(2), and 15 of the Securities Act and alleged violations of Sections 10(b), 20(a), and 20A of the Exchange Act, as well as SEC Rule 10b-5 promulgated thereunder. The putative class period for the Exchange Act claims is April 18, 2024 to February 26, 2025, inclusive. The Valentine complaint generally alleges that the defendants made materially false and misleading statements regarding the Company’s data measurement tools, its D2C platform, and its clients’ budgets in the registration statement and prospectus that were filed in connection with the Company’s initial public offering and in public statements subsequent to the initial public offering. The action seeks unspecified damages and other relief. On July 31, 2025, the court consolidated the two cases and appointed a lead plaintiff, purported Ibotta shareholder Mark Tcherkezian, in the consolidated action. The defendants’ deadlines to respond to the complaints are currently stayed. 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.

The information set forth in Note 14 -Commitments and Contingencies to the Notes to Condensed Financial Statements is incorporated herein by reference.