Ibotta, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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SECURITIES EXCHANGE ACT OF 1934

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Ibotta, Inc.

(Name of Registrant as Specified In Its Charter)

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Letter from our Founder, CEO, President, and Chairman

Dear Ibotta Shareholders:

2024 was a year of significant growth and transformation for Ibotta. After 12 years as a private company, we successfully took the company public in April 2024, representing one of only seven tech IPOs last year. Our company has come a long way from our early days huddled in the windowless basement of a firehouse in Denver to ringing the bell on the floor of the NYSE. What began as a popular direct-to-consumer mobile app has evolved into the largest digital promotions network in the U.S., widely adopted throughout the country. In just two years, we have grown our active redeemer base by over 400%, from 2.9 million to just shy of 15 million. Over that time period, we have delivered on our mission to Make Every Purchase Rewarding by giving a total of $2.3 billion in cash back and discounts to American consumers. We have done this in partnership with over 2,600 CPG brands, many of which have steadily increased their investments on our platform since 2012.

Despite our successful track record of attracting CPG investment and retaining our client base, we continued our longstanding commitment to what economist Joseph Schumpeter called “creative destruction” by investing heavily in a set of next generation tools and approaches that we believe will help us unlock even higher levels of investment by our CPG clients in the future.

In terms of financial performance, we grew full-year revenue to $367.3 million, up 15% YoY, and grew non-GAAP revenue by 20%. Full-year redemption revenue was up 27% YoY to $308.8 million. We generated net income of $68.7 million, up 80% YoY and representing 19% of revenue. We grew adjusted EBITDA to $112.2 million, up 35% YoY and representing a 31% adjusted EBITDA margin. We achieved this primarily due to the growth of our redeemer base, which was up nearly 78% YoY to 14.7 million redeemers.

On that note, 2024 saw us add Family Dollar, AppCard, Schnucks, and Instacart as publishers on the Ibotta Performance Network, building off our foundational relationships with Walmart and Dollar General. We also secured a partnership with DoorDash, which we announced in January 2025.

Late last year, we announced our new headquarters at 16 Market Square with plans to move in fall 2025, doubling down on our commitment to downtown Denver and enhancing our ability to attract world-class talent to the Mountain West region.

I acknowledge that it has been a bumpy ride for our shareholders since the IPO. Nonetheless, I’m proud of what our team accomplished in 2024. The creation of long-term shareholder value depends on a company’s willingness to continue placing bold bets even in the glare of the public markets, its ability to convert the highest percentage of its team’s good ideas into reality, and its relentless pursuit of technological breakthroughs that help clients solve their biggest problems. By placing the right bets and making sound capital allocation decisions, I firmly believe we will deliver attractive returns for our investors.

As always, I am grateful for your partnership. I look forward to continuing to grow, innovate, and deliver on our commitments to you.

Yours, with appreciation, as ever,

/s/ Bryan Leach

Bryan

Founder, CEO, President, and Chairman of the Board of Directors

Dear Shareholders of Ibotta, Inc.:

We cordially invite you to attend the 2025 annual meeting of shareholders of Ibotta, Inc., a Delaware corporation, to be held on May 28, 2025 at 9:00 a.m. Mountain Time (including any adjournments or postponements thereof, Annual Meeting). The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/IBTA2025, where you will be able to listen to the meeting live, submit questions, and vote online.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail.

We are holding the Annual Meeting for the following purposes:

Our Board of Directors has fixed the close of business on March 31, 2025 as the record date for the Annual Meeting. Only shareholders of record at the close of business on March 31, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

The proxy statement and our annual report can be accessed by visitingwww.proxyvote.com. You will be asked to enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, your proxy card, or in the instructions that accompany your proxy card.

This notice and the accompanying proxy statement are being made available to shareholders on April 11, 2025.

By order of the Board of Directors,

/s/ Bryan Leach

Bryan Leach

Founder, CEO, President, and Chairman of the Board of Directors

Denver, Colorado

April 11, 2025

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