Ibotta, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
IBTA$60.30+0.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(a) Financial Statements
Our financial statements are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(b) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material, or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K.
(c) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K, or are incorporated herein by reference, in each case as indicated below:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File Number · Exhibit · Filing Date · Filed Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of the registrant. | 8-K | 001-42018 | 3.1 | April 22, 2024 |
| 3.2 | Amended and Restated Bylaws of the registrant. | 8-K | 001-42018 | 3.2 | April 22, 2024 |
| 4.1 | Form of Class A common stock certificate of the registrant. | S-1/A | 333-278172 | 4.1 | April 08, 2024 |
| 4.2 | Description of Securities. | 10-K | 001-42018 | 4.2 | February 27, 2025 |
| 4.3# | Warrant Agreement by and between the registrant and Walmart Inc., dated May 17, 2021. | S-1 | 333-278172 | 4.3 | March 22, 2024 |
| 4.4 | Amendment to Warrant Agreement by and between the registrant and Walmart Inc., dated March 21, 2024. | S-1 | 333-278172 | 4.4 | March 22, 2024 |
| 10.1+ | 2024 Equity Incentive Plan and forms of agreement thereunder. | S-1/A | 333-278172 | 10.1 | April 08, 2024 |
| 10.2+ | 2024 Employee Stock Purchase Plan and forms of agreement thereunder. | S-1/A | 333-278172 | 10.2 | April 08, 2024 |
| 10.3+ | 2011 Equity Incentive Plan and forms of agreement thereunder. | S-1 | 333-278172 | 10.3 | March 22, 2024 |
| 10.4+ | Executive Incentive Compensation Plan. | S-1 | 333-278172 | 10.4 | March 22, 2024 |
| 10.5+ | Outside Director Compensation Policy. | S-1/A | 333-278172 | 10.5 | April 08, 2024 |
| 10.6+ | Form of Indemnification Agreement between the registrant and each of its directors and executive officers. | S-1 | 333-278172 | 10.6 | March 22, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File Number · Exhibit · Filing Date · Filed Herewith | |||||
| 10.7+ | Confirmatory Employment Letter, by and between the registrant and Bryan Leach, effective as of March 14, 2024. | S-1 | 333-278172 | 10.7 | March 22, 2024 |
| 10.8+ | Confirmatory Employment Letter, by and between the registrant and Sunit Patel, effective as of March 14, 2024. | S-1 | 333-278172 | 10.8 | March 22, 2024 |
| 10.9+ | Confirmatory Employment Letter, by and between the registrant and Marisa Daspit, effective as of March 14, 2024. | S-1 | 333-278172 | 10.9 | March 22, 2024 |
| 10.10+ | Confirmatory Employment Letter, by and between the registrant and Richard Donahue, effective as of March 14, 2024. | S-1 | 333-278172 | 10.10 | March 22, 2024 |
| 10.11+ | Offer Letter, by and between the registrant and David T. Shapiro, effective as of March 14, 2024. | S-1 | 333-278172 | 10.11 | March 22, 2024 |
| 10.12+ | Confirmatory Employment Letter, by and between the registrant and Amir El Tabib, effective as of March 14, 2024. | S-1 | 333-278172 | 10.12 | March 22, 2024 |
| 10.13+ | Confirmatory Employment Letter, by and between the registrant and Chris Riedy, effective as of February 3, 2025 | 10-K | 001-42018 | 10.13 | February 27, 2025 |
| 10.14+ | Confirmatory Employment Letter, by and between the registrant and Luke Swanson, effective as of March 15, 2024. | S-1 | 333-278172 | 10.14 | March 22, 2024 |
| 10.15+ | Change in Control and Severance Agreement between the registrant and Bryan Leach, effective as of September 22, 2021. | S-1 | 333-278172 | 10.15 | March 22, 2024 |
| 10.16+ | Change in Control and Severance Agreement between the registrant and Sunit Patel, effective as of March 19, 2024. | S-1 | 333-278172 | 10.16 | March 22, 2024 |
| 10.17+ | Change in Control and Severance Agreement between the registrant and Marisa Daspit, effective as of March 14, 2024. | S-1 | 333-278172 | 10.17 | March 22, 2024 |
| 10.18+ | Change in Control and Severance Agreement between the registrant and Rich Donahue, effective as of March 14, 2024. | S-1 | 333-278172 | 10.18 | March 22, 2024 |
| 10.19+ | Change in Control and Severance Agreement between the registrant and David T. Shapiro, effective as of February 11, 2024. | S-1 | 333-278172 | 10.19 | March 22, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File Number · Exhibit · Filing Date · Filed Herewith | |||||
| 10.20+ | Change in Control and Severance Agreement between the registrant and Amir El Tabib, effective as of March 14, 2024. | S-1 | 333-278172 | 10.20 | March 22, 2024 |
| 10.21+ | Change in Control and Severance Agreement between the registrant and Chris Riedy, effective as of December 18, 2024. | 10-K | 001-42018 | 10.21 | February 27, 2025 |
| 10.22+ | Change in Control and Severance Agreement between the registrant and Luke Swanson, effective as of October 6, 2021. | S-1 | 333-278172 | 10.22 | March 22, 2024 |
| 10.23 | Lease between the registrant, BOP 1801 California Street LLC, and BOP 1801 California Street II LLC, dated October 20, 2015. | S-1 | 333-278172 | 10.23 | March 22, 2024 |
| 10.24 | First Amendment of Lease between the registrant, BOP 1801 California Street LLC, and BOP 1801 California Street II LLC, dated June 28, 2017. | S-1 | 333-278172 | 10.24 | March 22, 2024 |
| 10.25 | Lease Agreement between the registrant and TR 16 Market Square Corp., dated November 17, 2024. | 10-K | 001-42018 | 10.25 | February 27, 2025 |
| 10.26 | Credit Agreement, dated December 5, 2024, by and among, the registrant, as the borrower, Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, and the lenders and other parties named therein. | 10-K | 001-42018 | 10.26 | February 27, 2025 |
| 10.27# | Performance Network & Digital Item-Level Rebates Program Agreement between the registrant and Walmart Inc., dated May 17, 2021. | S-1 | 333-278172 | 10.29 | March 22, 2024 |
| 10.28 | Form of Equity Exchange Right Agreement between the registrant, Bryan Leach and certain entities affiliated with Bryan Leach. | S-1 | 333-278172 | 10.30 | March 22, 2024 |
| 10.29 | Form of Share Exchange Agreement between the registrant, Bryan Leach and certain entities affiliated with Bryan Leach. | S-1 | 333-278172 | 10.31 | March 22, 2024 |
| 10.30+ | Form of Restricted Stock Unit Award Agreement between the registrant and Bryan Leach. | S-1/A | 333-278172 | 10.32 | April 08, 2024 |
| 10.31+ | Offer Letter for Matt Puckett, dated August 6, 2025. | 8-K | 001-42018 | 99.2 | August 11, 2025 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date | Filed Herewith |
| 10.32+ | 2024 Employee Stock Purchase Plan, as amended on August 18, 2025, and forms of agreement thereunder. | 10-Q | 001-42018 | 10.2 | November 13, 2025 | |
| 10.33+ | Offer Letter for Valarie Sheppard, dated as of March 27, 2025. | 8-K/A | 001-42018 | 10.1 | March 31, 2025 | |
| 10.34+ | Consulting Agreement, by and between the registrant and Sunit Patel, effective as of April 1, 2025. | 10-Q | 001-42018 | 10.2 | May 15, 2025 | |
| 19.1 | Insider Trading Policy. | X | ||||
| 21.1 | List of Subsidiaries of the registrant. | X | ||||
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm. | X | ||||
| 24.1 | Power of Attorney (included on signature page). | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1^ | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2^ | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1 | Compensation Recovery Policy. | 10-K | 001-42018 | 97.1 | February 27, 2025 | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||
| Incorporated by Reference | ||||||
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date | Filed Herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | X | ||||
Certain confidential information contained in this exhibit has been omitted because it is both (i) not material; and (ii) the type that the Registrant treats as private or confidential.
+Indicates a management contract or compensatory plan.
^ This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
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