Ibotta, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Ibotta, Inc.

(Name of Registrant as Specified In Its Charter)

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Letter from our Founder, CEO, President, and Chairman

Dear Ibotta Shareholders:

2025 was a year of strategic investment and transformation for Ibotta. If 2024 was defined by our transition to the public markets, 2025 was defined by our commitment to improving our execution, strengthening our core product, and introducing LiveLift™, our latest industry-leading innovation.

Success as a public company requires a world-class team capable of navigating complexity. This year, we restructured our go-to-market organization and strengthened our executive team with the appointments of Matt Puckett as Chief Financial Officer and Chris Riedy as Chief Revenue Officer.

With this new team in place, we enhanced our core offering, developing solutions that provide more insight into campaign performance through metrics like incremental sales and cost per incremental dollar, or CPID. We also announced strategic partnerships with Circana and ABCS Insights, providing our clients with a way to independently validate the results of their Ibotta campaigns.

Our commitment to innovation bore fruit this year with the launch of LiveLift™, an advanced measurement and optimization tool. Through LiveLift™, eligible clients receive more sophisticated projections and profitability metrics on a more regular basis, allowing them to better optimize their campaigns for the desired scale or level of cost efficiency.

We believe these developments alongside our already strong core product offering uniquely position Ibotta to lead the CPG industry into the “Outcomes Era” - a world where CPG brands finally have the tools and insights to adopt the performance-based approach of their digitally native contemporaries.

Our network of publishers also remains strong. We officially added DoorDash to the Ibotta Performance Network this year, following the launch of our partnership with Instacart in November 2024. These partnerships represent a significant step in rewarding consumers wherever they shop, like the rapidly growing delivery sector.

2025 also marked the opening of our new corporate headquarters, a testament to our ongoing investment in the Denver community. This space is more than an office; it is a talent magnet in the Mountain West, providing the environment our team needs to convert our best ideas into reality.

With a world-class team and a product that continues to raise the bar within our industry, we are now focused on making it easier for our clients, our publishers, and our investors to capture the full value Ibotta creates. As always, I am grateful for your partnership and your belief in our mission to Make Every Purchase Rewarding.

Yours, with appreciation, as ever,

/s/ Bryan Leach

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

Dear Shareholders of Ibotta, Inc.:

We cordially invite you to attend the 2026 annual meeting of shareholders of Ibotta, Inc., a Delaware corporation, to be held on May 19, 2026, at 9:00 a.m. Mountain Time, including any adjournments or postponements thereof (Annual Meeting). The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/IBTA2026, where you will be able to listen to the meeting live, submit questions, and vote online.

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

We are holding the Annual Meeting for the following purposes:

1. To elect two Class II directors to serve until the 2029 annual meeting of shareholders and until their successors are duly elected and qualified;

2. To approve, in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in the proxy statement;

3. To approve, in an advisory (non-binding) vote, the frequency of future shareholder advisory votes on the compensation of our named executive officers;

4. To ratify the appointment of KPMG LLP (KPMG) as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and

5. To transact such other business as may properly come before the Annual Meeting.

Our Board of Directors has fixed the close of business on March 23, 2026, as the record date for the Annual Meeting. Only shareholders of record at the close of business on March 23, 2026, are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

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

This notice and the accompanying proxy statement are being made available to shareholders on April 7, 2026.

By order of the Board of Directors,

/s/ Bryan Leach

Bryan Leach

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

Denver, Colorado

April 7, 2026

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