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Ibotta, Inc.

For the period ended Dec 31, 2025. Filed Apr 7, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 7, 2026

Use the contents to explore the available documents and sections.

IBTA$58.11+0.4%Stored close · as of Nov 6, 2026
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Contents

Pay vs. Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our named executive officers and certain financial performance measures of the Company. For purposes of this disclosure, compensation actually paid was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our named executive officers during the applicable years.

The following table provides information regarding compensation actually paid to our principal executive officer (PEO), and other named executive officers (non-PEO NEOs) for 2024 and 2025, compared to our total shareholder return (TSR) and an index of peer companies from April 18, 2024, through the end of each such year and our net income for each such year. April 18, 2024, is the first day our Class A common stock began trading on the New York Stock Exchange.

Value of Initial Fixed $100 Investment Based On:
FiscalYearSummary Compensation Table Total for PEO ($)(1)(2)Compensation Actually Paid to PEO ($)(1)(3)Average Summary Compensation Table Total for non-PEO NEOs ($)(1)(2)Average Compensation Actually Paid to non-PEO NEOs ($)(1)(3)IBTA Total Shareholder Return ($)(4)Peer Group Total Shareholder Return ($)(5)Net Income ($M)(6)Revenue ($M)(7)
202510,949,033(14,950,138)6,294,1831,347,64522.01138.703.58342.39
202428,711,90652,982,6846,175,5397,802,26263.03118.4068.74367.25
  1. The PEO is our CEO, Bryan Leach. Other non-PEO NEOs for the fiscal year ended December 31, 2025, were Matt Puckett, Chris Riedy, David Shapiro, Luke Swanson, Valarie Sheppard, Sunit Patel, and Richard Donahue. Other non-PEO NEOs for the fiscal year ended December 31, 2024, were Sunit Patel, Chris Jensen, and Luke Swanson.

  2. This figure is the total compensation paid to our PEO and our non-PEO NEOs in each listed year as shown in our Summary Compensation Table for such listed year.

  3. This figure is the compensation actually paid for our PEO and non-PEO NEOs in each listed year. Compensation actually paid does not mean that our PEO and non-PEO NEOs were actually paid those amounts in the listed year or will ever be paid these amounts, but this is a dollar amount derived by starting with the Summary Compensation Table total compensation and then applying certain adjustments pursuant to SEC rules. To calculate compensation actually paid for 2025 and 2024, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (due to rounding, the total may not equal the total obtained by adding and subtracting the applicable columns):

Ibotta, Inc.582026 Proxy Statement
PEOAverage For Non-PEO NEOs
2024202520242025
Summary Compensation Table Total ($)28,711,90610,949,0336,175,5396,294,183
Less: Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year ($)(27,718,841)(9,999,955)(5,247,749)(5,761,095)
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year ($)20,044,2642,534,1902,053,9031,774,210
Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years ($)5,789,166(17,091,681)602,594(610,218)
Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year ($)2,373,4661,247,5621,142,153563,465
Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)23,782,723(2,589,287)3,550,598(316,192)
Less: Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)——(474,776)(596,708)
Plus: Value of any Dividends or other Earnings Paid on Option Awards and Stock Awards not Otherwise Reflected in Fair Value or Total Compensation ($)————
Compensation Actually Paid ($)52,982,684(14,950,138)7,802,2621,347,645
  1. Total shareholder return is calculated by assuming that a $100 investment was made based on the closing stock price on the IPO date of April 18, 2024, and reinvesting all dividends until the last day of each reported fiscal year.

  2. The peer group used is the Russell 3000 Index, as used in our Stock Performance Graph in our Form 10-K. Since there is no published industry or line-of-business index for our business reflective of our performance, nor do we believe we can reasonably identify a peer group, we measure our performance against issuers with similar market capitalizations. We selected the Russell 3000 Index because it measures the performance of a broad range of companies with lower market capitalizations than those companies included in the S&P 500 Index. Total shareholder return is calculated by assuming that a $100 investment was made based on the closing stock price on the IPO date of April 18, 2024, and reinvesting all dividends until the last day of each reported fiscal year.

  3. The dollar amounts reported are Ibotta’s net income reflected in Ibotta’s audited financial statements for the applicable year.

  4. The dollar amounts reported are Ibotta’s revenue reflected in Ibotta’s audited financial statements for the applicable year. The Company determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link compensation actually paid to our named executive officers for the most recently completed fiscal year to Company performance.

Financial Performance Measures

Listed below are the “most important” financial performance measures used by us to link “compensation actually paid” to our PEO and our non-PEO NEOs in the fiscal year ended December 31, 2025, to Company performance (not listed in any order of performance). We did not use any other financial performance measures to directly link executive compensation actually paid to Company performance. For further information regarding these financial performance measures as well as other factors used in our performance-based cash bonus programs, please refer to the section of this Proxy Statement titled “Compensation Discussion and Analysis.”

Revenue; and

Adjusted EBITDA

See Appendix A to this Proxy Statement for a reconciliation of GAAP to non-GAAP financial measures and other information.

Relationships Between Compensation Actually Paid (CAP) and Performance

The charts below reflect the relationship of CAP to our PEO and other non-PEO NEOs in each of 2024 and 2025 to (i) TSR of both Ibotta and the Russell 3000 Index; (ii) Ibotta net income; and (iii) Ibotta revenue.

Ibotta, Inc.592026 Proxy Statement
Ibotta, Inc.602026 Proxy Statement
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.