Ibotta, Inc.

Previous wording

Ibotta’s mission is to Make Every Purchase Rewarding. We accomplish this mission by delivering digital promotions to clients through the Ibotta Performance Network (IPN). Through the IPN, we source digital promotions from our clients, primarily consumer packaged goods (CPG) brands, and distribute these promotions to consumers via our network of publishers, enabled by our technology platform. We have strategic relationships with Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar, a subsidiary of Dollar Tree, Inc. (Family Dollar), Maplebear, Inc. (Instacart), and DoorDash, Inc. (DoorDash, announced in January 2025 and launched to the majority of DoorDash customers during the second quarter of 2025), among others, who are third-party publishers on the IPN and use our digital offers to power their loyalty programs on a white-label basis. We also host offers on Ibotta’s direct-to-consumer properties, which include the Ibotta-branded cash back mobile app, website, and browser extension (collectively, Ibotta D2C, which is part of the IPN). Within Ibotta D2C, we also partner with affiliate networks to allow consumers to earn cash back on a percentage of their total basket spend at certain retailers.

Current wording

Ibotta’s mission is to Make Every Purchase Rewarding. We accomplish this mission by delivering digital promotions to consumers through the Ibotta Performance Network (IPN). We source digital promotions from our clients, which are primarily consumer packaged goods (CPG) brands, and distribute these promotions to consumers via our network of publishers, which is enabled by our technology platform. We have strategic relationships with Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar Stores, Inc. (Family Dollar), Maplebear, Inc. (Instacart), DoorDash, Inc. (DoorDash) and Uber Technologies, Inc. (Uber) (announced in March 2026 but not yet launched), among others, who are third-party publishers on the IPN and use our content to power their digital offer programs on a white-label basis. We also host offers on Ibotta’s direct-to-consumer properties, which include the Ibotta-branded cash back mobile app, website, and browser extension (collectively, direct-to-consumer (D2C), which is part of the IPN). Within D2C, we also partner with affiliate networks to access offers from certain retailer advertisers so consumers can earn cash back on a percentage of their total basket spend at those retailers.

Previous wording

Our business and results of operations are subject to global economic conditions. Our revenue depends on the ability of consumers to buy products that are featured on the IPN. Deteriorating macroeconomic conditions or decreases in consumer spending power or confidence, could lower promotional budgets and result in a decline in client spending which could adversely affect the number of offer redemptions on our network. Management continues to actively monitor the impact of these macroeconomic factors on our financial condition, liquidity, operations, and workforce. For more information on risks associated with macroeconomic conditions, see the risk factor titled “Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously affected and could continue to adversely affect our business, financial condition, results of operations, and prospects.”

Current wording

Our business and results of operations are subject to global economic conditions. Our revenue depends on the ability of consumers to buy products that are featured on the IPN. Deteriorating macroeconomic conditions could lower promotional budgets and result in a decline in client spending, which could adversely affect the number of offer redemptions on our network. Management continues to actively monitor the impact of these macroeconomic factors on our financial condition, liquidity, operations, and workforce. For more information on risks associated with macroeconomic conditions, see the risk factor titled “Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously affected and could continue to adversely affect our business, financial condition, results of operations, and prospects.”

Previous wording

A redemption is a verified purchase of an item qualifying for an offer by a client on the IPN. The number of redemptions are an indicator of the scale and consumer engagement of our business, as well as the value we bring to our clients and publishers. Generally, redemptions change as budgets increase or decrease with existing clients and/or as we add or lose CPG brands as clients. In addition, redemptions grow from adding publishers and redeemers, and/or increasing engagement from existing redeemers.

Current wording

A redemption is a verified purchase of an item qualifying for an offer by a client on the IPN. The number of redemptions is an indicator of the scale and consumer engagement of our business, as well as the value we bring to our clients and publishers. Generally, redemptions change as budgets increase or decrease with existing clients and/or as we add or lose CPG brands as clients. In addition, redemptions grow from adding publishers and redeemers, and/or increasing engagement from existing redeemers.

Previous wording

D2C redemptions are redemptions on any Ibotta D2C property. Third-party publisher redemptions are redemptions on all publishers excluding the Ibotta D2C properties, namely our retailer publishers.

Current wording

D2C redemptions are redemptions on any D2C property. Third-party publisher redemptions are redemptions on all publishers excluding the D2C properties, namely our retailer publishers.

Previous wording

September 30, 2025 compared to the same period in 2024, D2C redemptions were approximately 64.4 million and 87.8 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Current wording

For the three months ended March 31, 2026 compared to the same period in 2025, D2C redemptions were approximately 17.3 million and 21.6 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Previous wording

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

Current wording

For the three months ended March 31, 2026 compared to the same period in 2025, total redemptions were 88.0 million and 82.8 million, respectively.

Previous wording

For the three months ended September 30, 2025 compared to the same period in 2024, third-party publisher redeemers were approximately 16.5 million and 13.4 million, respectively. For the nine months ended September 30, 2025 compared to the same period in 2024, third-party publisher redeemers were approximately 15.9 million and 11.9 million, respectively. These redeemers grow as we add third-party publishers and as these publishers ramp up consumers on their properties. This growth was driven primarily by the launch of new partners, including Instacart and DoorDash, and the growth of existing third-party publishers.

Current wording

For the three months ended March 31, 2026 compared to the same period in 2025, third-party publisher redeemers were approximately 18.3 million and 15.4 million, respectively. This growth was driven primarily by organic growth at existing third-party publishers, as well as the launch of new publishers, namely DoorDash, which substantially launched in the second quarter of 2025.

Previous wording

For the three months ended September 30, 2025 compared to the same period in 2024, D2C redeemers were 1.6 million and 1.9 million, respectively. For the nine months ended September 30, 2025 compared to the same period in 2024, D2C redeemers were 1.6 million and 1.9 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Current wording

For the three months ended March 31, 2026 compared to the same period in 2025, D2C redeemers were 1.4 million and 1.7 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer.

Previous wording

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

Current wording

For the three months ended March 31, 2026 compared to the same period in 2025, total redeemers were approximately 19.7 million and 17.1 million, respectively.

Previous wording

Redemptions per redeemer are the redemptions divided by the redeemers in that period. This metric is useful as redemptions per redeemer is an indication of our redeemers’ level of engagement with our platform. We aim to grow redemptions from our redeemers by expanding the breadth and depth of offers available and increasing engagement by continuing to improve the consumer experience. In general, redemptions per redeemer are driven by offer supply and the growth in offer supply relative to the growth in redeemers. For new redeemers, redemption frequency initially increases before stabilizing. Our D2C business caters to consumers who are focused on savings, irrespective of the retailer. Our third-party publisher business tends to reach consumers who may be more loyal to a specific retailer and are engaging with offers powered by Ibotta’s technology platform.

Current wording

Redemptions per redeemer are the redemptions divided by the redeemers in that period. This metric is useful as redemptions per redeemer is an indication of our redeemers’ level of engagement with our platform and network. We aim to grow redemptions from our redeemers by expanding the quantity and quality of offers available and increasing engagement by continuing to improve the consumer experience. In general, redemptions per redeemer are driven by the quantity and quality of offer supply and the growth in offer supply relative to the growth in redeemers. For new redeemers, redemption frequency initially increases before stabilizing. Our D2C business caters to consumers who are focused on savings, irrespective of the retailer. Our third-party publisher business tends to reach consumers who may be more loyal to a specific retailer and are engaging with offers powered by Ibotta’s technology platform. Third-party publisher redeemers tend to have a lower redemption frequency as compared to D2C redeemers.

Previous wording

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

Current wording

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

Previous wording

D2Credemption revenue per redemption represents redemption revenue generated from offers on any Ibotta property divided by the redemptions on any Ibotta property in that period. Third-party publisher redemption revenue per redemption represents redemption revenue generated from offers on all publishers other than those on Ibotta properties divided by redemptions on all publishers other than those on Ibotta properties. Refer to the Results of Operations section below for the disaggregation of revenue by Ibotta D2C and third-party publisher.

Current wording

D2Credemption revenue per redemption represents redemption revenue generated from offers on any Ibotta property divided by the redemptions on any Ibotta property in that period. Third-party publisher redemption revenue per redemption represents redemption revenue generated from offers on all publishers other than those on Ibotta properties divided by redemptions on all publishers other than those on Ibotta properties. Refer to the Results of Operations section below for the disaggregation of revenue by D2C and third-party publisher.

Previous wording

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

Current wording

Forthe three months ended March 31, 2026 compared to the same period in 2025, third-party publisher redemption revenue per redemption was$0.76 and $0.79, respectively. This change was driven primarily by offer mix.

Previous wording

Ibotta D2C redemption revenue per redemption

Current wording

D2C redemption revenue per redemption

Previous wording

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

Current wording

Forthe three months ended March 31, 2026 compared to the same period in 2025, D2C redemption revenue per redemptionwas $1.10 and$1.17, respectively. This change was driven primarily by offer mix.

Previous wording

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

Current wording

For the three months ended March 31, 2026 compared to the same period in 2025, total redemption revenue per redemption was $0.83 and $0.89, respectively.

Previous wording

Adjusted EBITDAis earnings before interest income, net, provision for income taxes, anddepreciation and amortization expense, and excludes stock-based compensation expense, change in fair value of derivative, loss on debt extinguishment, restructuring charges, andother (income) expense, net. We define Adjusted EBITDA marginas Adjusted EBITDA as a percent of revenue.

Current wording

Adjusted EBITDAis earnings before interest income, net, provision for (benefit from) income taxes, anddepreciation and amortization expense, and excludes stock-based compensation expense, restructuring charges, andother expense, net. We define Adjusted EBITDA marginas Adjusted EBITDA as a percent of revenue.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

(1)Amortization of capitalized software development costs included in cost of revenue for the three months ended March 31, 2026 and 2025 was $1.3 million and $1.2 million, respectively.

Previous wording

(2)Amounts include stock-based compensation expense as follows (in thousands):

Current wording

(2)Amounts include stock-based compensation expense, inclusive of common stock warrant expense within sales and marketing, as follows (in thousands):

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

We expect our redemption revenue to increase as a percentage of revenue as we continue to grow the IPN and ad and other revenue to continue to decrease as a percentage of revenue.

Current wording

We expect our redemption revenue to increase as a percentage of total revenue as we continue to grow the IPN and conversely ad and other revenue to decrease as a percentage of total revenue.

Previous wording

Cost of revenue consists primarily of revenue share with third-party publishers, personnel-related costs attributable to personnel in our engineering department who maintain our platform, data hosting costs, amortization of platform-related software development costs, certain user award costs net of breakage, software licensing costs, and processing fees. Personnel-related costs include salaries, stock-based compensation, benefits, and bonuses. User award costs net of breakage recorded in cost of revenue are associated with awards earned from gift card purchases and sponsored user awards 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. User award costs also include user awards that are cashed out and subsequently identified as violating our terms of use.

Current wording

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, software licensing costs, certain reward costs net of breakage, and processing fees. Personnel-related costs include salaries, bonuses, stock-based compensation, and benefits. 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.

Previous wording

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

Current wording

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

Previous wording

We expect sales and marketing expenses to increase as we invest in our sales function. However, they may fluctuate as a percentage of total revenue from period to period.

Current wording

We expect sales and marketing expenses to increase as we continue to invest in our sales function, as well as B2B marketing and third-party measurement studies. However, these expenses may fluctuate as a percentage of total revenue from period to period.

Previous wording

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. We capitalize certain software development costs that are attributable to developing new features and adding incremental functionality to our platform or infrastructure. Costs incurred during the preliminary project stage and post-implementation operation stage are expensed as incurred in research and development expenses. 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.

Current wording

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, bonuses, stock-based compensation, benefits, taxes, travel, and, in the prior year, restructuring charges. We capitalize certain software development costs that are attributable to developing new features and adding incremental functionality to our platform or infrastructure. Costs incurred during the preliminary project stage are recorded in research and development. Costs incurred during the post-implementation stage are recorded in research and development or cost of revenue, 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.

Previous wording

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

Current wording

We expect research and development expenses to remain relatively stable as we anticipate increased capitalization related to software development projects. However, these expenses may fluctuate as a percentage of total revenue from period to period.

Previous wording

General and administrative expenses consist primarily of personnel-related costs for our administrative departments, professional fees for external legal, accounting and other consulting services, software licensing costs, facilities costs, corporate insurance, bad debt, company events, and taxes, licenses, and other fees. Personnel-related costs include salaries, stock-based compensation, benefits, taxes, travel, bonuses, recruiting fees, and restructuring charges.

Current wording

General and administrative expenses consist primarily of personnel-related costs for our administrative departments, professional fees for external legal, accounting, and other consulting services, software licensing costs, facilities costs, corporate insurance, credit loss expense, company events, and taxes, licenses, and other fees. Personnel-related costs include salaries, bonuses, stock-based compensation, benefits, recruiting fees, taxes, travel, and, in the prior year, restructuring charges.

Previous wording

Interest income, net consists of interest income earned on cash, cash equivalents, and restricted cash, net of interest expense incurred on debt instruments.

Current wording

Interest income, net consists of interest income earned on cash and cash equivalents, net of interest expense incurred on debt instruments.

Previous wording

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

Current wording

Other expense, net consists of penalties and gains and losses on the disposal of assets.

Previous wording

The provision for income taxes consists primarily of income taxes related to federal and state jurisdictions in which we conduct business, with the exception of the fourth quarter of 2024 when we released our valuation allowance on our deferred tax assets.

Current wording

The (provision for) benefit from income taxes consists primarily of income taxes related to federal and state jurisdictions in which we conduct business.