Ibotta, Inc.

1. Nature of Operations

Ibotta, Inc. (Company, we, or our) is a technology company that allows consumer packaged goods (CPG) brands to deliver digital promotions to millions of consumers through a single, convenient network called the Ibotta Performance Network (IPN). We provide promotional services to our clients through the IPN, which includes our direct-to-consumer (D2C) mobile, web, and browser extension properties and our growing network of third-party publisher properties. The majority of the Company’s revenues are derived from the fees we earn from clients when consumers redeem offers. The Company also derives revenue from fees we earn from clients for ad products across the Company’s platform in support of their promotional campaigns, as well as from data products.

Initial Public Offering

On April 22, 2024, the Company closed its initial public offering (IPO), in which we issued and sold 2,500,000 shares of our Class A common stock at $88.00 per share. The Company received net proceeds of $198.0 million after deducting underwriting discounts and commissions of $13.2 million and offering costs of approximately $8.8 million.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The Company does not have any subsidiaries or controlled affiliates; therefore, the financial statements do not require consolidation. Certain prior year amounts have been reclassified to reflect the current year presentation. These reclassifications had no effect on the Company’s previously reported net income, comprehensive income, stockholders’ equity, or cash flows. The financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the financial statements and accompanying notes. Management evaluates its estimates that include, but are not limited to, the allowance for credit losses, useful lives and impairment of long-lived assets, software development costs, including capitalization and the allocation of labor costs between cost of revenue and research and development expense, income taxes, leases, contingent liabilities, revenue recognition, breakage, and stock-based compensation. The Company believes that the estimates, judgments, and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. Actual results could differ materially from these estimates.

Segments

Operating segments are components of a company for which separate financial information is internally produced for regular use by the chief operating decision maker (CODM) to allocate resources and assess the performance of the business. Our CODM, the Chief Executive Officer, manages the Company’s operations as a single operating and reportable segment. Accordingly, our CODM uses net income as reported in the statements of operations to measure segment profit or loss, allocate resources, and assess performance, including in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions or other investments. Significant segment expenses provided to the CODM are the same as those reported in the statements of operations. The measure of segment assets is reported on the balance sheets as total assets.

Fair Value Measurements

When required by U.S. GAAP, assets and liabilities are reported at fair value on the balance sheets. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Valuation inputs are arranged in a hierarchy that consists of the following levels:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•Level 2 inputs are inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 inputs are unobservable inputs for the asset or liability.

The carrying amounts of the Company's cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and other current liabilities approximate fair value due to the short-term nature of these instruments.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents.

As of December 31, 2024, restricted cash was pledged as security for a standby letter of credit for the Company’s former headquarters lease that expired in October 2025. Restricted cash was classified as current based on the expiration date of the lease. No restricted cash is held as of December 31, 2025.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the balance sheets to the amounts reported in the statements of cash flows (in thousands):

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, restricted cash, and accounts receivable. At times, such amounts may exceed federally insured limits. The Company reduces credit risk by placing the large majority of its cash, cash equivalents, and restricted cash with major financial institutions within the United States. The Company does not require collateral for accounts receivable.

As of December 31, 2025 and 2024, one client accounted for 15% and 11% of accounts receivable, respectively. There were no clients that represented 10% or more of the Company's revenue during the years ended December 31, 2025, 2024, and 2023.

Accounts Receivable, Net

Accounts receivable are recorded at the invoiced amount of gross billings for fees and rewards, less an allowance for credit losses. Accounts receivable are unsecured and comprised of amounts due from the Company’s clients. The majority of the Company’s clients are nationally recognized companies and generally have payment terms of 30 to 90 days.

An allowance for credit losses is recorded based on our best estimate of expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in the allowance are classified as general and administrative expense in the statements of operations. The allowance for credit losses is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current client information, subsequent collection history, general economic conditions, and other relevant data. Account balances are charged against the allowance when the Company believes the receivable will not be recovered.

The following table presents changes in the accounts receivable allowance for credit losses (in thousands):

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred, while improvements that extend the useful life of an asset are capitalized. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation, and any related gain or loss is recognized in other expense, net, in the statements of operations.

Depreciation is recorded using the straight-line method over the estimated useful life of each asset, which are as follows:

Software Development Costs

The Company capitalizes certain costs associated with developing and enhancing internally developed software, related to the Company's technology platform, capabilities, and infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software development projects and external direct costs of services consumed in developing or obtaining the software. The Company begins to capitalize these costs when management has authorized and committed project funding, it is probable that the project will be completed and the software will be used as intended, and preliminary development efforts are successfully completed. Capitalization ends once a project is substantially complete and the software is ready for its intended purpose. Costs incurred in the preliminary project stage are recorded in research and development. Costs incurred in the post-implementation stage are recorded in cost of revenue or research and development, depending on the nature of the project. In addition, impairment of in-progress software projects, for which completion is subsequently determined not to be probable, is recorded in research and development expenses.

Capitalized costs are amortized on a straight-line basis over the estimated useful life of the software asset, which is typically three years. Platform-related software development costs are amortized to cost of revenue, and infrastructure-related software development costs are amortized to depreciation and amortization expense.

Equity Investment

The Company holds a minority equity investment in a company over which we do not have the ability to exercise significant influence and for which a readily determinable fair value is not available. The Company has elected the measurement alternative to measure the investment at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. Observable price changes and impairment charges are recorded in other expense, net, in the statements of operations.

Long-Lived Assets Impairment Assessment

Long-lived assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset group by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the future undiscounted cash flows expected to result from the use of the related asset group are less than the carrying value of the asset group, an impairment has occurred. Any required impairment loss is measured as the amount by which the asset group’s carrying value exceeds its fair value.

User Redemption Liability and Due to Third-Party Publishers

Consumers earn rewards by redeeming offers on Ibotta’s D2C properties and our third-party publisher properties. The undistributed rewards earned by consumers on D2C properties are reflected in the user redemption liability in the balance sheets. The user redemption liability is reduced as consumers cash out and through breakage (see Note 4 – User Redemption Liability Extinguishment). Rewards earned by consumers on third-party publisher properties represent a payable reflected in the due to third-party publishers liability in the balance sheets. The due to third-party publishers liability also includes revenue share and related minimum commitments due to certain publishers.

Debt Issuance Costs

Costs incurred to obtain debt, other than lines of credit, are recorded as a reduction of the carrying amount of the related liability and amortized over the term of the debt using the effective interest rate method. Costs incurred to obtain lines of credit are capitalized and included in other long-term assets on our balance sheets and amortized ratably over the term of the arrangement.

Operating Leases

The Company determines if an arrangement is a lease at the inception of the contract. Right-of-Use (ROU) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. All of the Company’s leases are operating leases.

Operating ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Leases may contain tenant improvement allowances, rent abatement, and rent escalation provisions, which are considered lease payments in determining the lease liabilities. To determine the present value of lease payments, we estimate the incremental borrowing rate based on the information available at commencement date. ROU assets are determined based on the initial lease liabilities adjusted for any prepayments, initial direct costs, and lease incentives received. The Company's lease terms include options to extend or terminate the lease when it is reasonably certain that the options will be exercised.

The Company begins recognizing lease expense when the lessor makes the underlying asset available for use. Lease expense is recognized on a straight-line basis over the lease term. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs, which are expensed as incurred.

Leases with an initial term of 12 months or less are not recorded on the balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. In addition, the Company elected to not separate lease and non-lease components for all of the Company's leases.

Revenue Recognition

The Company primarily derives revenue from the redemption of digital promotions. The clients that contract with the Company to deliver the digital promotions to consumers via the IPN are the Company’s clients. Third-party publishers such, as Walmart, are part of the IPN and act as a distributor of the offers and are not the Company’s client. Revenue is recognized when, or as, control of the promised goods or services is transferred to the Company's clients, in an amount that represents the consideration the Company expects to be entitled to in exchange for those goods or services. This expected consideration is typically billed to clients on a monthly basis based on payment terms as defined in the contract, with no significant financing arrangements involved.

The Company benefits from contractual agreements with its clients that set forth the general terms and conditions of its relationships with them, including various facets of pricing, payment terms, and contract duration. The Company determines revenue recognition through the following steps in accordance with ASC 606, Revenue from Contracts with Customers:

•identification of the contract(s) with a customer;

•identification of the performance obligations within the contract;

•determination of the transaction price;

•allocation of the transaction price to the performance obligations in the contract; and

•recognition of revenue when, or as, the Company satisfies a performance obligation.

The principal activities from which the Company generates its revenue are as follows:

Redemption Revenue

The Company's clients promote their products and services to consumers through rewards offered on the IPN. The Company's performance obligation is to stand-ready to provide consumers access to redeem offers from clients on goods purchased. The associated redemption campaigns run until the budget is consumed, which is generally in a few weeks to three months. Consumers redeem offers to earn a reward through account linking or receipt upload on D2C properties or through integrations with third-party publisher properties. The reward is funded by the client and passed through to the consumer. The Company earns a fee per redemption which is recognized in the period in which the redemption occurs. The Company may also charge fees to set up a redemption campaign, which are deferred and recognized over the average duration of historical redemption campaigns. Penalties or early terminations are recognized as revenue when the associated penalty or termination event occurs. The Company recognizes revenue from redemption campaign clients as fees are earned, net of rewards to consumers, as the Company acts as the agent to the Company's clients in the facilitation of the sale to the consumer.

The Company also offers consumers the option to purchase gift cards to be used at various retailers. lbotta contracts with third-party gift card providers to facilitate delivery of the gift cards, acting as an agent to deliver these codes on behalf of its clients through Ibotta’s D2C properties to the end user. The Company records the associated revenue, net of any costs associated with the third-party gift card providers, at a point in time when the exchange occurs. Ibotta also may provide a reward to the consumer for the transaction, which is included in cost of revenue.

Ad & Other Revenue

The Company's clients may also run advertisements such as banners, tiles, newsletters, and feature placements on D2C properties to promote their redemption campaigns, referred to as marketing services. When a consumer clicks on an advertisement, they are linked directly to the associated redemption campaign. Ad products are billed, and revenue is recognized, as the marketing services are performed over the advertising period. Ad products often run in conjunction with the associated redemption campaign, either over the entire redemption campaign life or some portion of it. The Company recognizes ad revenue on a gross basis as the Company acts as the principal in the transaction.

When redemption campaigns and ad products are combined in a contract, revenue for stand-ready performance obligations is recognized as services are provided to clients. Contracts with fixed consideration are related to marketing services and revenue is recognized over the life of the contract as it is a separate performance obligation.

The Company also offers a number of data products and services to clients, including data licensing and audience targeting. Some products and services are billed as a flat fee amount while others are billed based on usage. Data revenue is recognized as it is delivered on a gross basis as the Company acts as the principal in the transaction.

Practical Expedients

The majority of the Company's contracts are less than twelve months in duration. As a result, the Company has elected the following practical expedients:

•Incremental costs of obtaining a contract are recognized as an expense as incurred.

•Consideration is not adjusted for the effects of any financing components.

Cost of Revenue

Cost of revenue consists primarily of revenue share and related minimum commitments with certain third-party publishers, personnel-related costs attributable to personnel in certain of our engineering departments who maintain our platform, data hosting costs, amortization of platform-related software development costs, certain reward costs net of breakage, software licensing costs, and processing fees. Personnel-related costs include salaries, stock-based compensation, benefits, and bonuses. Reward costs net of breakage recorded in cost of revenue are associated with cash back earned from gift card purchases and sponsored rewards earned from watching an advertising video. Breakage represents the undistributed earnings of D2C consumers that is not expected to be cashed out due to inactivity. Reward costs also include rewards that are cashed out and subsequently identified as violating our terms of use.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, self-funded rewards, 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, bonuses, stock-based compensation, benefits, taxes, travel, and restructuring charges. Self-funded rewards relate 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.

The Company expenses advertising costs as incurred. Advertising costs were $28.3 million, $31.4 million, and $24.7 million in 2025, 2024, and 2023, respectively.

Research and Development

The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of personnel-related costs for our technology departments, software licensing costs, professional fees, impairment of capitalized software development costs, and market research. Personnel-related costs include salaries, stock-based compensation, benefits, taxes, bonuses, restructuring charges, and travel.

General and Administrative

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

Stock-Based Compensation

Stock-based compensation for equity awards, including stock options, restricted stock units (RSUs), and awards granted under the Company’s employee stock purchase plan, or ESPP, is measured based on the grant date fair value of the award. For awards with service conditions only, the Company recognizes compensation expense, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally four years. For awards with both service and performance conditions, the Company recognizes compensation expense, net of actual forfeitures, under the accelerated attribution method when performance conditions are considered probable of being achieved.

The fair value of RSUs with only service or performance conditions is equal to the fair value of the underlying common stock at the date of grant. For RSUs with market-based conditions, the Company determines the grant date fair value utilizing a Monte Carlo simulation, which incorporates the probability of achievement of the market-based condition. The fair value of stock options and ESPP awards is estimated on the grant date using the Black-Scholes option-pricing model. The Company’s use of the valuation models requires the input of subjective assumptions. The assumptions used in the Company’s valuation models represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment.

These assumptions and estimates are as follows:

•Expected Dividend Rate. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid dividends and does not expect to do so in the foreseeable future, and as such, the dividend yield has been estimated to bezero.

•Expected Volatility. The expected volatility is determined with reference to historical stock volatilities of comparable guideline public companies and our own common stock over a period equivalent to the expected term of the award, as we lack sufficient trading history to rely solely on our own common stock.

•Expected Term. The expected term is the period of time for which the award is expected to be outstanding, assuming that it vests. We estimate the expected term for stock options using the simplified method, calculated as the midpoint between the requisite service period and the contractual term of the award. The simplified approach is applied as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. For ESPP awards, the expected term is the time period from the grant date to the respective purchase dates included within each offering period.

•Risk-Free Interest Rate. The risk-free rate is determined based on the U.S. Treasury Yield Curve with respect to the stock options' expected term.

•Fair Value of Common Stock. Prior to the IPO, as the Company’s common stock was not yet publicly traded, the Company engaged a valuation specialist to estimate the fair value of its common stock. Subsequent to the IPO, the fair value of common stock is based on the closing price of the Company’s common stock.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties related to its uncertain tax positions in operating expenses in the statements of operations.

Net Income Per Share

Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share adjusts the basic weighted average number of shares of common stock outstanding for the effect of potentially dilutive securities during the period. Potentially dilutive securities consist of stock options, RSUs, ESPP shares, restricted stock, redeemable convertible preferred stock, convertible notes, and common stock warrants. For purposes of the diluted net income per share calculation, potentially dilutive securities are excluded in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect.

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion rights. Accordingly, the undistributed earnings are allocated on a proportionate basis to each series of common stock. As a result, basic and diluted net income per share are the same for Class A and Class B common stock, whether on an individual or combined basis, and are therefore presented together.

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. If a loss is reasonably possible, the Company discloses the possible loss or states that such an estimate cannot be made.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees related to the anticipated sale of the Company’s common stock in the IPO, were capitalized and recorded in prepaid expenses and other current assets on the balance sheets prior to the IPO. After the IPO, all deferred offering costs were reclassified into additional paid-in capital as a reduction of proceeds, net of underwriting discounts, received from the IPO on the balance sheets.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires annual disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. For additional information, see Note 13 - Income Taxes.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. In January 2025, the FASB issued ASU No. 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which clarified the effective date of ASU No. 2024-03. ASU 2024-03 may be applied prospectively or retrospectively, for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on our financial statements and related disclosures.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets(ASU 2025-05), which introduces a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU 2025-05 will be effective on a prospective basis for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on our financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software(ASU 2025-06). ASU 2025-06 modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those annual reporting periods, with early adoption permitted. The guidance may be applied using a prospective, retrospective, or modified transition approach. The Company is currently evaluating the impact this guidance will have on our financial statements and related disclosures.

The Company reviewed all other recently issued accounting standards and determined they were either not applicable or are not expected to have a material impact on our financial statements.

3. Property, Equipment, and Software Development Costs

Property and equipment consist of the following (in thousands):

Depreciation expense was $1.7 million, $1.6 million, $2.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Software development costs consist of the following (in thousands):

The Company capitalized software development costs of $15.1 million and $9.8 million during the years ended December 31, 2025 and 2024, respectively. Capitalized software development costs include software under development of $10.2 million and $7.7 million as of December 31, 2025 and 2024, respectively.

Capitalized software amortization expense recognized in cost of revenue for the years ended December 31, 2025, 2024, and 2023 was $4.4 million, $4.1 million, and $3.0 million, respectively. Capitalized software amortization expense recognized in depreciation and amortization expenses for the years ended December 31, 2025, 2024, and 2023 was $2.2 million, $1.7 million, and $0.8 million, respectively. Impairment charges recognized in research and development for the years ended December 31, 2025, 2024, and 2023 were $0.5 million, $0.6 million, and $0.2 million, respectively.

4. User Redemption Liability Extinguishment

The Company reflects a user redemption liability in the balance sheets associated with the undistributed earnings of consumers on Ibotta’s D2C properties. A portion of these undistributed earnings is never expected to be cashed out by consumers due to inactivity and will therefore be recognized as breakage by the Company.

Consumers’ accounts that have no activity forsix months are considered inactive and charged a $3.99 per month maintenance fee until the balance is reduced tozero or new activity ensues. Balances associated with accounts that are deactivated for violation of the Company’s terms of use are also recognized as breakage. The Company estimates breakage at the time of the redemption and reduces the user redemption liability accordingly. Breakage estimates are made based on historical breakage patterns, and the preparation of estimates includes judgments of the applicability of historical patterns to current and future periods. Breakage is recorded in revenue related to funded rewards, as an offset to sales and marketing expense related to self-funded rewards, and as an offset to cost of revenue related to gift card purchases and sponsored rewards earned from watching an advertising video.

The Company’s breakage is recorded as follows (in thousands):

The user redemption liability was $65.5 million and $74.0 million as of December 31, 2025 and 2024, respectively.

5. Accrued Expenses

Accrued expenses consist of the following (in thousands):

6. Long-Term Debt

The Company recorded interest expense of $0.5 million, $3.6 million, and $8.8 million for the years ended December 31, 2025, 2024, and 2023, respectively, of which, $0.2 million, $1.1 million, and $3.3 million was related to the amortization of the debt discount and issuance costs. The Company hadno long-term debt outstanding as of December 31, 2025 and 2024.

Convertible Notes

Prior to the Company’s IPO in April 2024, the Company had convertible unsecured subordinated promissory notes (notes or convertible notes) that included certain conversion provisions that qualified as embedded derivatives under ASC 815, Derivatives and Hedging. The qualifying features were collectively bifurcated from the debt host and recorded as a derivative liability in the balance sheets with the offset recorded as a discount to the notes. The derivative liability was accounted for on a fair market value basis. Changes in fair value were recognized in other expense, net, in the statements of operations. The debt discount was amortized to interest expense over the contractual term of the debt using the straight-line method which approximated the effective interest method.

Concurrently upon the closing of the IPO, the convertible notes automatically converted into shares of the Company’s Class A common stock. The conversion was accounted for as a debt extinguishment, resulting in the recognition of a $9.6 million loss on extinguishment. Prior to the extinguishment, during the year ended December 31, 2024, losses of $3.1 million were recognized from thechange in fair value of the embedded derivative liability.

2024 Credit Facility

On December 5, 2024, the Company, as borrower, entered into a Credit Agreement with Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, and certain other institutional lenders (2024 Credit Facility). The 2024 Credit Facility, which matures on December 5, 2029, provides the Company with revolving commitments in an aggregate principal amount of $100.0 million, with a letter of credit sub-facility of up to $10.0 million and with a swingline loan sub-facility of up to $10.0 million. The obligations of the Company under the 2024 Credit Facility are secured by a lien on all of the assets of the

Company. The 2024 Credit Facility also allows the Company to request incremental revolving commitments of up to $100.0 million.

Loans under the 2024 Credit Facility bear interest through maturity at a variable rate based upon, at the Company’s option, an annual rate of either a Base Rate or a secured overnight financing rate (SOFR), plus an applicable margin (Base Rate Loan and Term SOFR Loan, respectively). The Base Rate is defined as a fluctuating rate of interest per annum equal to the highest of (1) the federal funds rate plus 0.50%, (2) Bank of America N.A.’s prime rate, and (3) Term SOFR plus 1.00%. The applicable margin is defined as a rate between 0.75% to 1.25% for Base Rate Loans and between 1.75% and 2.25% for Term SOFR Loans, depending on the Consolidated Net Leverage Ratio as defined in the 2024 Credit Facility. The 2024 Credit Facility bears a commitment fee ranging from 0.30% to 0.40% payable quarterly in arrears based on undrawn amounts.

The 2024 Credit Facility contains customary affirmative and negative covenants and restrictions, including limitations on additional indebtedness, creation of liens, restricted payments, investments and certain transactions with affiliates. The Company is also subject to financial covenants to maintain a minimum Consolidated Interest Coverage Ratio of 3.0 to 1.0 and a maximum Consolidated Net Leverage Ratio of 3.0 to 1.0. In addition, the 2024 Credit Facility contains other customary covenants, representations and warranties, and events of default.

As of December 31, 2025 and 2024, the Company hadno 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. Refer to Note 16 – Commitments and Contingencies for further discussion of the Company’s letters of credit.

7. Fair Value Measurements

The following tables present information about financial instruments measured at fair value on a recurring basis (in thousands):

The Company’s cash equivalents are held in money market funds, which are measured using quoted prices for identical assets in active markets and are therefore classified as Level 1 in the fair value hierarchy.

Equity Investment

On July 2, 2019, the Company acquired 628,930 shares of the Series A Preferred Stock of a privately-held software company in exchange for cash consideration of $0.8 million. The investment represents a minority interest, and the Company has determined that it does not have significant influence over the company. The preferred shares comprising the investment are illiquid, and the fair value is not readily determinable. The Company has elected the measurement alternative to measure this investment at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment.

During the years ended December 31, 2025, 2024, and 2023, the Company recordedno adjustments to the equity investment. Since inception, the Company has recorded positive cumulative adjustments in the equity investment of $8.3 million and negative cumulative adjustments of $4.5 million.

8. Operating Leases

The Company’s leases primarily include office space for its corporate headquarters. The Company’s former headquarters lease expired in October 2025. In November 2024, the Company executed a noncancelable operating lease for a new headquarters space that expires in February 2036. The new headquarters lease commenced during 2025, and the Company recognized an initial long-term lease liability of $24.2 million, an operating lease asset of $11.0 million, and a lease incentive receivable of $13.2 million. The lease incentive receivable is the amount for which the landlord will reimburse the Company for certain leasehold improvements provided for under the lease agreement. The new lease includes options to extend through 2056 that the Company is not reasonably certain to exercise and are excluded from the lease term. The lease also contains provisions for variable property-related costs for which the Company is responsible, including common area maintenance, property taxes, and insurance.

The components of lease cost are as follows (in thousands):

Supplemental cash flow information related to operating leases was as follows (in thousands):

Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average information):

The weighted average remaining lease term and discount rate were as follows:

Future maturities of lease liabilities as of December 31, 2025 are as follows:

9. Stockholders’ Equity

The Company’s authorized capital stock consists of 3,000,000,000 shares of the Company’s Class A common stock, par value $0.00001 per share,350,000,000 shares of the Company’s Class B common stock, par value $0.00001 per share, and 100,000,000 shares of preferred stock, par value $0.00001 per share.

Preferred Stock

As of December 31, 2025 and 2024, there wereno shares of preferred stock issued or outstanding.

Common Stock

The rights of the holders of the Company’s Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of the Company’s Class A common stock is entitled to one vote per share and is not convertible into any other shares of the Company’s capital stock. Each share of the Company’s Class B common stock is entitled to 20 votes per share and is convertible at any time into one share of the Company’s Class A common stock at the option of the holder.

The Company had shares of common stock reserved for issuance as follows:

Restricted Stock Purchase

On February 9, 2021, the Company granted an officer of the Company the right to purchase 408,824 shares of restricted common stock, and the officer exercised the purchase option at the grant date fair value of $8.30 per share, for a total exercise price of $3.4 million (restricted stock purchase). As the restricted stock purchase contained a repurchase option for the Company, the exercise price was initially recognized as a deposit liability that is offset to additional paid-in capital as the repurchase option is released. One quarter of the shares were released from the Company’s repurchase option on theone-year anniversary of the grant, and one forty-eighth of the shares are released monthly for the 36 months thereafter.

As of December 31, 2025 and 2024, $3.4 million and $3.3 million, respectively, of the exercise price had been released from the Company’s repurchase option liability and recorded to additional paid-in capital.

Common Stock Warrant

On May 17, 2021, the Company issued acommon stock purchase warrant to Walmart (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. (Commercial Agreement). The Walmart Warrant was issued in exchange for access to Walmart consumers and is accounted for under ASC 718, Compensation–Stock Compensation (ASC 718), as a share-based payment to a nonemployee in exchange for services to be recognized in the same manner as if the Company paid cash for the services.

Pursuant to the terms of the Walmart Warrant, Walmart has the right to purchase up to 3,528,577 shares of the Company’s common stock, subject to a non-discretionary anti-dilution provision, at an exercise price of$70.12. In accordance with the anti-dilution provision, on April 22, 2024 in connection with the Company’s IPO, the number of shares increased by 592,457 shares to a new total of 4,121,034 shares. Vesting of the Walmart Warrant is subject to certain conditions, includingthe achievement of certain milestones and satisfaction of obligations of both parties, or (with respect to 1,648,413 of such shares after the anti-dilution adjustment) the passage of time after the achievement of certain milestones, subject to acceleration if certain operating goals are achieved. Failure to satisfy these conditions or termination of the Commercial Agreement would result in a decrease in the number of shares vesting under the Walmart Warrant. The Walmart Warrant expires, and any vested warrants are no longer exercisable, effective May 17, 2031, or May 17, 2028, in certain cases if the Commercial Agreement is no longer in effect.

The aggregate grant date fair value on May 17, 2021 of the Walmart Warrant was$35.3 million. The anti-dilution provision adjustment on April 22, 2024 represented a modification under ASC 718, and the aggregate grant date fair value of the 592,457 additional shares granted was $37.2 million. The fair value was determined based on a Black-Scholes option pricing valuation model with the following assumptions:

The fair value of the portion of the Walmart Warrant that vests upon achievement of the performance conditions is recognized as sales and marketing expense when the performance conditionsare considered probable of achievement, and the fair value of the remaining portion is recognized as sales and marketing expense over time beginning upon achievement of certain performance conditions through the remainder of the Commercial Agreement term, subject to acceleration if certain operating goals are achieved, and subject to certain forfeiture and repurchase terms. In September 2023, the performance conditions required for vesting were deemed probable, and the Company began to recognize stock-based compensation expense.

During the year ended December 31, 2023, we recognized stock-based compensation expense in sales and marketing expense of $13.2 million, of which $12.3 million related to the vesting of the performance conditions and $0.9 million related to the vesting of service conditions. During the year ended December 31, 2024, we recognized stock-based compensation expense in sales and marketing expense of$29.3 million, of which $17.5 million related to the anti-dilution modification and the remaining expense related to the vesting of the service condition. During the year ended December 31, 2025, we recognized stock-based compensation expense of$8.8 million in sales and marketing expense, all of which related to the vesting of the service condition. As of December 31, 2025, unrecognized stock-based compensation expense related to the unvested portion of the Walmart Warrant was $21.3 million and is expected to be recognized over a weighted average period of 2.8 years.

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$100.0 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$100.0 million, bringing the total authorization under the Share Repurchase Program to $300.0 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 theyear ended December 31, 2025, the Company repurchased 6,869,660 of its Class A common stock for an aggregate repurchase amount of $236.3 million. 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 balance sheetson a trade-date basis. As of December 31, 2025, $34.9 million remains available and authorized for repurchase under the Share Repurchase Program.

10. Revenue

Disaggregation of Revenue

The Company’s disaggregated revenue by type of service is as follows (in thousands):

Deferred Revenue

Deferred revenue, a contract liability, consists of fees and rewards collected from clients that will be applied to future campaigns. Deferred revenue is expected to be recognized as consumers redeem offers over the term of the campaigns, net of the reward, which generally occurs within twelve months. Deferred revenue was $2.9 million and $5.0 million as of December 31, 2025 and 2024, respectively.

Revenue recognized from deferred revenue at the beginning of the year is as follows (in thousands):

11. Stock-Based Compensation

Stock-Based Compensation Expense

The Company’s stock-based compensation expense is recorded as follows (in thousands):

(1)Sales and marketing includes common stock warrant expense of $8.8 million, $29.3 million, and $13.2 million recognized during the years ended December 31, 2025, 2024, and 2023, respectively. See Note 9 – Stockholders’ Equity.

During the years ended December 31, 2025, 2024, and 2023, the Company capitalized $1.1 million, $0.4 million, and $0.4 million, respectively, of stock-based compensation expense to software development costs. During the years ended December 31, 2025 and 2024, the Company recognized tax benefits related to stock-based compensation of $5.1 million and $13.9 million, respectively, which are reflected in the Company’s provision for (benefit from) income taxes. The Company recognized no tax benefit related to stock-based compensation during the year ended December 31, 2023.

Unrecognized stock-based compensation expense as of December 31, 2025 was $98.4 million for unvested restricted stock units, $4.0 million for unvested stock options, and $0.5 million for the ESPP and is expected to be recognized over a weighted average period of 3.0 years,1.6 years, and 0.4 years, respectively.

Equity Incentive Plan

In April 2024, the Company’s board of directors approved the 2024 Equity Incentive Plan (2024 Plan), which became effective in connection with the IPO. The 2024 Plan provides for the grant of stock options, restricted stock, restricted stock units (RSUs), stock appreciation rights, performance units, and performance shares to eligible employees, directors, and consultants. The 2011 Equity Incentive Plan (2011 Plan), which terminated effective immediately prior to the effectiveness of the 2024 Plan, provided for the grant of various stock awards to employees of the Company, including incentive stock options, nonqualified stock options, and RSUs.

As of December 31, 2025, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2024 Plan is equal to 6,540,979 shares. The number of shares available for issuance automatically increases on the first day of each fiscal year of the Company, beginning on January 1, 2025, in an amount equal to the least of (i)5,400,000 shares, (ii)5% of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year. Pursuant to this automatic increase feature of the 2024 Plan, an additional 1,547,571 shares were reserved for issuance effective January 1, 2025.

Stock Options

The Company’s option awards typically vest over athree- orfour-year period and expire 10 years from the grant date. The exercise price of the option awards is typically equal to the fair value of the Company’s common stock at the date of grant. As defined in the individual option award agreements, certain option awards provide for accelerated vesting if there is a sale of the Company and the outlined employees are terminated in a specific time period thereafter.

A summary of option activity for the year ended December 31, 2025 is as follows:

The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $17.2 million, $54.6 million, and $2.8 million, respectively. The total fair value of stock options vested during the years ended December 31, 2025, 2024, and 2023 was $6.4 million, $16.7 million, and $10.0 million, respectively.

During the year ended December 31, 2024, the Company modified certain stock option awards granted to named executive officers in connection with the IPO. This modification accelerated the vesting and increased the fair value of the stock options by $3.0 million. Additionally, as a result of the IPO, the liquidity event condition associated with these stock options was satisfied, and we recognized an $11.4 million cumulative stock-based compensation expense adjustment associated with the stock options for which the portion of the service period had been satisfied and vested through achievement of the liquidity event condition upon the IPO. Prior to the IPO, no stock-based compensation expense was recognized for these stock options as the liquidity event condition was not probable.

No options were granted during the year ended December 31, 2025. The weighted average grant date fair value for options granted during the years ended December 31, 2024 and 2023, was $21.40 and $9.00, respectively. The fair value of options granted was estimated using the Black Scholes option-pricing model using the following weighted average assumptions:

Restricted Stock Units (RSUs)

RSUs granted after the IPO are subject to a service-based vesting condition, which is typically satisfied over afour-year period.

A summary of RSU activity for the year ended December 31, 2025 is as follows:

The total fair value of RSUs vested during the years ended December 31, 2025 and 2024, was $32.4 million and $10.0 million, respectively. No RSUs vested during the year ended December 31, 2023.

Prior to and in connection with the IPO, the Company granted RSUs to employees and executives that vest upon the satisfaction of both a service condition and a liquidity event condition (double-trigger awards). As a result of the IPO, the liquidity event condition associated with all double-trigger awards was deemed probable, and we recognized a $2.6 million cumulative stock-based compensation expense adjustment related to these awards upon the IPO in 2024.

CEO Performance-Based RSU

On April 17, 2024, the Company issued a performance-based RSU award to the CEO (CEO PRSU). The CEO PRSU awards a target number of RSUs to the CEO, totaling 125,216 RSUs, that become eligible to vest based on the Company’s total shareholder return (TSR) relative to the TSRs of the companies in the Russell 2000 Index during the performance period from the grant date through December 31, 2026. A percentage of the target number of RSUs, ranging from zero to 200%, will vest based on the percentile rank of the Company's TSR relative to that of the other companies in the index over the performance period. The award is subject to the CEO’s continued service to the Company, and the TSR condition is a market condition. In addition, the CEO PRSU is subject to acceleration upon a change in control.

The Company estimated the fair value of the CEO PRSU on the April 17, 2024 issuance date using a Monte Carlo simulation that incorporates the probability of achievement of the market condition, resulting in an aggregate grant date fair value of$14.3 million. The key assumptions used include a risk-free rate of 4.76%, an expected volatility of approximately 57%, and an expected term of 2.7 years.

During the years ended December 31, 2025 and 2024, we recognized $5.3 million and $3.7 million, respectively, of stock-based compensation expense related to the CEO PRSU.

Employee Stock Purchase Plan (ESPP)

In April 2024, the Company’s board of directors approved the 2024 ESPP, which became effective in connection with the IPO. Initially, there were 715,000 shares of the Company’s Class A common stock reserved for issuance under the ESPP. The number of shares available for issuance automatically increases on the first day of each fiscal year of the Company, beginning on January 1, 2025, in an amount equal to the least of (i)1,100,000 shares of Class A common stock, (ii)1% of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the board of directors. Pursuant to this automatic increase feature of the 2024 ESPP, an additional 309,514 shares were reserved for issuance under the ESPP effective January 1, 2025.

The ESPP allows eligible employees to purchase shares of the Company’s Class A common stock at a discounted price per share through payroll deductions over consecutive offering periods that are approximately six months in length. Each offering period has a single purchase period of the same duration. The offering periods will generally start on the first trading day on or after May 15 and November 15 each year and end on the first trading day on or after the following November 15 and May 15, respectively. The per share purchase price is equal to 85% of the lesser of the fair market value of a share of the Company’s Class A common stock on (i) the first trading date of the offering period or (ii) the last trading day of the offering period.

During the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense related to the ESPP of $1.1 million and $1.6 million, respectively, and issued 92,188 and 48,876 shares, respectively, of its Class A common stock under the ESPP.

The fair value of ESPP shares was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:

12. Employee Benefit Plan

The Company sponsors a defined contribution plan pursuant to Section 401(k) of the Internal Revenue Code for all eligible employees. The Company’s matching contribution expense was $3.9 million, $3.6 million, and $2.9 million during the years ended December 31, 2025, 2024, and 2023, respectively.

13. Income Taxes

The provision for (benefit from) income taxes consists of the following (in thousands):

A reconciliation of the provision for income taxes to the amount computed by applying the 21.0% U.S. federal income tax rate to income before income taxes for years after the adoption of ASU 2023-09 is as follows (in thousands, except percentages):

(1) The states and local jurisdictions that contribute to the majority (greater than 50.0%) of the tax effect in this category include New York City, Minnesota, California, and Ohio.

A reconciliation of the provision for (benefit from) income taxes to the amount computed by applying the 21.0% U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Income taxes paid, net of refunds, by jurisdiction for years after the adoption of ASU 2023-09 were as follows (in thousands):

Income taxes paid, net of refunds, exceeded 5% of total income taxes paid, net of refunds, in the following jurisdictions (in thousands):

Income taxes paid during the years ended December 31, 2024 and 2023 prior to the adoption of ASU 2023-09 was $13.2 million and $4.1 million, respectively.

The significant components of deferred income taxes were as follows (in thousands):

The Company regularly assesses the ability to realize deferred tax assets based on the weight of all available evidence, including such factors as the history of recent earnings and expected future taxable income. Judgment is required in determining whether a valuation allowance should be recorded against deferred tax assets. Due to cumulative income in recent years, including the effect of permanent adjustments, expected revenue growth, and the expectation of sustained profitability in future periods, we concluded that as of December 31, 2025, it was more likely than not that the federal and state tax assets were realizable.

The table below details the activity of the deferred tax assets valuation allowance (in thousands):

As of December 31, 2025 and 2024, the Company hadno federal net operating losses, net of uncertain tax positions, for U.S. federal income tax purposes. As of December 31, 2025 and 2024, the Company had federal tax credit carryforwards of $11.8 million and $7.8 million, respectively. Total state tax credits as of December 31, 2025 and 2024 were immaterial. If unused, the federal tax credit carryforwards will begin to expire in 2042, and the state tax credits will begin to expire in 2029.

As of December 31, 2025 and 2024, the Company had state net operating loss carryforwards, net of uncertain tax positions, of $92.2 million and $68.1 million, respectively. As of December 31, 2025, $74.9 million of the state net operating losses expire between 2030 through 2055 and $17.3 million can be carried forward indefinitely. If a business combination is consummated such that a change in control occurs, these net operating losses may become subject to an annual limitation as defined under Section 382 of the Internal Revenue Code of 1986, as amended.

Management has evaluated the income tax positions taken or expected to be taken, if any, on income tax returns filed and the likelihood that, upon examination by relevant jurisdictions, those income tax positions would be sustained. The Company recognizes interest accrued and penalties related to unrecognized uncertain tax position benefits in income tax expense. Total accrued interest and penalties as of December 31, 2025 and 2024 were immaterial. A reconciliation of the beginning and ending amount of unrecognized tax benefits were as follows (in thousands):

An insignificant portion of the unrecognized tax benefits, if recognized, is expected to impact the effective tax rate. A material reduction of unrecognized tax benefits within the next twelve months is not expected.

We file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. While the applicable statute of limitations are generally open for three to four years for the jurisdictions in which we file, we remain subject to income tax examinations for all years in certain jurisdictions due to the usage of carryforward attributes, such as net operating losses and research and development credits. The Internal Revenue Service (IRS) commenced an examination of our U.S. income tax returns for the tax year ended December 31, 2021 in the second quarter of 2024. During the first quarter of 2025, the IRS completed this examination with no changes to the reported tax. However, the IRS has the ability to adjust the research and development credit claimed and net operating loss generated in 2021 when these carryforward tax attributes are utilized in future tax years. As of December 31, 2025, the IRS has not proposed any adjustments to our tax positions. The Company's state income tax returns are subject to audit. The Company is not currently under audit by state taxing authorities.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA provides changes to the U.S. federal tax law, including expensing of U.S. research expenditures and eligible capital expenditures. The effects of the OBBBA are reflected in the financial statements as of and for the period ending December 31, 2025.

14. Net Income Per Share

The rights of the holders of the Company’s Class A common stock and Class B common stock are identical, except with respect to voting and conversion. As the liquidation and dividend rights are identical, basic and diluted net income per share are the same for Class A common stock and Class B common stock.

Basic and diluted net income per share is calculated as follows (in thousands, except share and per share amounts):

The following potentially dilutive common shares, presented based on amounts outstanding, were excluded from the computation of diluted net income per share because their effect would have been antidilutive for the periods presented:

15. Related Parties

Retention of Wilson Sonsini Goodrich & Rosati, P.C.

Larry W. Sonsini, a member of the Company’s board of directors, is a founding partner of the law firm Wilson Sonsini Goodrich & Rosati, P.C. (Wilson Sonsini), which serves as outside corporate counsel to the Company. During the years ended December 31, 2025, 2024, and 2023, the Company spent a total of $2.1 million, $4.1 million, and $2.0 million, respectively, with Wilson Sonsini. Amounts payable to Wilson Sonsini as of December 31, 2025 and 2024, were $0.2 million and $0.4 million, respectively.

16. Commitments and Contingencies

Letters of Credit

As of December 31, 2025 and 2024, the Company had standby letters of credit in the aggregate amount of $1.0 million and $1.4 million, respectively, related to office space leases. The Company’s restricted cash was previously held as of December 31, 2024 to secure $0.4 million of the balance of the letters of credit, and the remainder was collateralized by our 2024 Credit Facility. As of December 31, 2025, due to the expiration of the related office space lease, the restricted cash balance waszero.

Tax Reserves

We conduct operations in many tax jurisdictions. In some of these jurisdictions, non-income-based taxes, such as sales and other indirect taxes, may be assessed on our operations. There is uncertainty and judgment as to the taxability of the Company’s services and what constitutes sufficient presence for a jurisdiction to levy such taxes.

The Company records tax reserves in other current liabilities on the balance sheets when they become probable and the amount can be reasonably estimated. As of December 31, 2025 and 2024, tax reserves were immaterial. Due to the estimates involved in the analysis, the Company expects that the liability will change over time and could exceed the current estimate. The Company may also be subject to examination by the relevant state taxing authorities.

Purchase Commitments

The Company has non-cancelable purchase obligations which 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 December 31, 2025, future minimum payments with a remaining term in excess of one year under these non-cancelable purchase obligations were as follows:

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 its current and former officers and directors, and the underwriters of the Company's initial public offering. On May 21, 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. On July 31, 2025, the court consolidated thetwo cases and appointed a lead plaintiff, purported Ibotta shareholder Mark Tcherkezian, in the consolidated action. On October 15, 2025, lead plaintiff filed an amended complaint against the same defendants alleging claims under Securities Act §§ 11, 12(a), and 15, Exchange Act §§ 10(b), 20(a), and 20A, and SEC Rule 10b-5 promulgated thereunder. 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.

Additionally, in the ordinary course of its business, the Company may be involved in various legal proceedings involving contractual and employment relationships, patent or other intellectual property rights, and a variety of other matters. We are not presently a party to any other litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, results of operations, and prospects. Defending any legal proceedings 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.