Ibotta, Inc.

Previous wording

Management continues to actively monitor the impact of these macroeconomic factors on our financial condition, liquidity, operations, and workforce. For more information on risks associated with macroeconomic conditions, see the risk factor titled “Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously affected and could continue to adversely affect our business, financial condition, results of operations, and prospects.”

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 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. Management continues to actively monitor the impact of these macroeconomic factors on our financial condition, liquidity, operations, and workforce. For more information on risks associated with macroeconomic conditions, see the risk factor titled “Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously affected and could continue to adversely affect our business, financial condition, results of operations, and prospects.”

Previous 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.

Current wording

September 30, 2025 compared to the same period in 2024, D2C redemptions were approximately 64.4 million and 87.8 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 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.

Current wording

For the three months ended September 30, 2025 compared to the same period in 2024, third-party publisher redemptions were approximately 62.1 million and 65.8 million, respectively. This decline was driven primarily by declines from existing third-party publishers, partially offset by the launch of new publishers, including Instacart and DoorDash. For the nine months ended September 30, 2025 compared to the same period in 2024, third-party publisher redemptions were approximately 181.8 million and 161.7 million, respectively. This growth was driven primarily by the launch of new publishers, including Instacart, DoorDash, and Family Dollar, offset by declines from existing third-party publishers. The decline in existing third-party publisher redemptions is due to a decrease in the quantity and quality of offers available to each third-party publisher redeemer.

Previous 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.

Current wording

For the three months ended September 30, 2025 compared to the same period in 2024, total redemptions were 82.8 million and 97.4 million, respectively. For the nine months ended September 30, 2025 compared to the same period in 2024, total redemptions were 246.2 million and 249.5 million, respectively.

Previous 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.

Current wording

For the three months ended September 30, 2025 compared to the same period in 2024, D2C redeemers were 1.6 million and 1.9 million, respectively. For the nine months ended September 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 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.

Current wording

For the three months ended September 30, 2025 compared to the same period in 2024, third-party publisher redeemers were approximately 16.5 million and 13.4 million, respectively. For the nine months ended September 30, 2025 compared to the same period in 2024, third-party publisher redeemers were approximately 15.9 million and 11.9 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, including Instacart and DoorDash, and the growth of existing third-party publishers.

Previous 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.

Current wording

For the three months ended September 30, 2025 compared to the same period in 2024, total redeemers were approximately 18.2 million and 15.3 million, respectively. For the nine months ended

Previous 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.

Current wording

Forthe three months ended September 30, 2025 compared to the same period in 2024, third-party publisher redemptions per redeemer were approximately 3.8 and 4.9, respectively. For the nine months ended September 30, 2025 compared to the same period in 2024, third-party publisher redemptions per redeemer were approximately 11.4 and 13.5, 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 June 30, 2025 compared to the same period in 2024, total redemptions per redeemer were approximately 4.6 and 5.9, respectively. For the six months ended June 30, 2025 compared to the same period in 2024, total redemptions per redeemer were approximately 9.5 and 11.6, respectively.

Current wording

Forthe three months ended September 30, 2025 compared to the same period in 2024, total redemptions per redeemer were approximately 4.6 and 6.4, respectively. For the nine months ended September 30, 2025 compared to the same period in 2024, total redemptions per redeemer were approximately 14.0 and 18.0, respectively.

Previous wording

Redemption revenue per redemption is the redemption revenue divided by the number of redemptions. Redemption revenue per redemption is an indication of our fee, which is generally charged as a fixed dollar amount per redemption. In any period, our redemption revenue per redemption can fluctuate based on the category mix of offers being redeemed and the impact of inflation on a product’s manufacturer’s suggested retail price (MSRP). Category mix can be impacted by factors such as seasonal promotions, including back-to-school items in the third quarter or holiday promotions on grocery and food items in the fourth quarter of each year. Our fee is generally charged as a fixed dollar amount per redemption based on the retail price of the specific item being promoted.

Current wording

Redemption revenue per redemption is the redemption revenue divided by the number of redemptions in that period. Redemption revenue per redemption is an indication of our fee, which is generally charged as a fixed dollar amount per redemption. In any period, our redemption revenue per redemption can fluctuate based on the product category mix of offers being redeemed and the impact of inflation on a product’s manufacturer’s suggested retail price (MSRP). Product category mix can be impacted by factors such as seasonal promotions, including back-to-school items in the third quarter or holiday promotions on grocery and food items in the fourth quarter of each year. Our fee is generally charged as a fixed dollar amount per redemption based on the retail price of the specific item being promoted.

Previous 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.

Current wording

Forthe three months ended September 30, 2025 compared to the same period in 2024, D2C redemption revenue per redemptionwas $1.10 and$1.05, respectively. For the nine months ended September 30, 2025 compared to the same period in 2024, D2C redemptions revenue per redemption was $1.13 and $1.12, respectively. These changes were driven primarily by offer mix.

Previous 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.

Current wording

Forthe three months ended September 30, 2025 compared to the same period in 2024, third-party publisher redemption revenue per redemption was$0.79 and $0.78, respectively. For the nine months ended September 30, 2025 compared to the same period in 2024, third-party publisher redemption revenue per redemption was $0.80 and $0.79, respectively. These changes were driven primarily by offer mix.

Previous 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.

Current wording

For the three months ended September 30, 2025 compared to the same period in 2024, total redemption revenue per redemption was $0.87 and $0.87, respectively. For the nine months ended September 30, 2025 compared to the same period in 2024, total redemption revenue per redemption was $0.89 and $0.91, respectively.

Previous wording

To supplement our condensed financial statements prepared and presented in accordance with U.S. generally accepted accounting policies (GAAP), we use certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA margin.

Current wording

To supplement our condensed financial statements prepared and presented in accordance with U.S. generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA margin.

Previous 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.

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 (income) expense, net. We define Adjusted EBITDA marginas Adjusted EBITDA as a percent of revenue.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measures of our performance for purposes of business decision-making, including managing expenditures and developing budgets. Period-over-period comparisons of Adjusted EBITDA and Adjusted EBITDA margin help our management team identify additional trends in our financial results that may not be shown solely by comparisons of net income and net income as a percentage of revenue, respectively. In addition, we may use Adjusted EBITDA and Adjusted EBITDA margin in the incentive compensation programs applicable to some of our employees in order to evaluate our performance.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measures of our performance for purposes of business decision-making, including managing expenditures and developing budgets, and evaluating strategic opportunities. Period-over-period comparisons of Adjusted EBITDA and Adjusted EBITDA margin help our management team identify additional trends in our financial results that may not be shown solely by comparisons of net income and net income as a percentage of revenue, respectively. In addition, we may use Adjusted EBITDA and Adjusted EBITDA margin in the incentive compensation programs applicable to some of our employees in order to evaluate our performance.

Previous wording

The following table provides a reconciliation ofnet income to Adjusted EBITDA andnet incomeas a percentage of revenue to Adjusted EBITDA margin for each of the periods presented (in thousands, except percentages):

Current wording

The following table provides a reconciliation ofnet income (loss) to Adjusted EBITDA andnet income (loss)as a percentage of revenue to Adjusted EBITDA margin for each of the periods presented (in thousands, except percentages):

Previous 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.

Current wording

(1)Amortization of capitalized software development costs included in cost of revenue for the three months ended September 30, 2025 and 2024 was $0.6 million and $1.1 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $3.2 million and $3.1 million, respectively.

Previous wording

(3)Other expense, net is comprised of loss (gain) on disposal of assets and penalties.

Current wording

(3)Other (income) expense, net is comprised of loss (gain) on disposal of assets and penalties.

Previous wording

We provide a platform to CPG brands to deliver digital promotions to consumers. The majority of our revenues are derived from the fees we charge to clients when consumers redeem offers on the IPN by purchasing promoted products. We also derive revenue from the sale of ad products to clients to promote their offers, as well as from data products.

Current wording

We provide a platform to CPG brands to deliver digital promotions to consumers. The majority of our revenues are derived from the fees we charge to clients when consumers redeem offers on the IPN by purchasing promoted products. We also derive revenue from the sale of ad products to clients to promote their offers, as well as from the sale of data products.

Previous wording

We expect cost of revenue to increase as we continue to invest in our infrastructure and acquire new publishers and clients.

Current wording

We expect cost of revenue to increase as we continue to invest in our platform, acquire new publishers, and grow revenue.

Previous wording

Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, self-funded user awards, net of the related breakage, B2B marketing, media spend, common stock warrant expense, software licensing costs, public relations, and market research. Personnel-related costs include salaries, stock-based compensation, bonuses, benefits, taxes, restructuring charges, and travel. Self-funded user awards are awards related to campaigns and other incentive bonuses on our D2C properties that are funded directly by Ibotta as part of our customer acquisition and retention strategy.

Current wording

Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, self-funded user awards, net of the related breakage, media spend, B2B marketing, common stock warrant expense, software licensing costs, market research, public relations, and professional fees. Personnel-related costs include salaries, stock-based compensation, bonuses, benefits, taxes, restructuring charges, and travel. Self-funded user awards are awards related to campaigns and other incentive bonuses on our D2C properties that are funded directly by Ibotta as part of our customer acquisition and retention strategy.

Previous wording

We expect research and development expenses to increase as we focus on further improvements to, and maintenance of, our platform. However, they may fluctuate as a percentage of total revenue from period to period.

Current wording

We expect research and development expenses to increase as we focus on further improvements to, and maintenance of, our platform and infrastructure. However, they may fluctuate as a percentage of total revenue from period to period.

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, 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.

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

Previous wording

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

Current wording

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