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.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) for interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2025, which can be found in the Company’s Annual Report on Form 10-K.

The Company does not have any subsidiaries or controlled affiliates; therefore, the condensed financial statements do not require consolidation.

Certain prior year cash flow amounts have been reclassified to reflect the current year presentation within operating activities. These reclassifications had no effect on the Company’s previously reported net (loss) income, stockholders’ equity, or net cash provided by operating activities. The condensed 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. These operating results are not necessarily indicative of the results that may be expected of the full year performance.

Other than those described below, there were no significant changes to the significant accounting policies from those that were disclosed in the audited financial statements and accompanying notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K.

Use of Estimates

The preparation of the condensed 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 condensed 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 condensed 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 (loss) income as reported in the condensed 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 condensed statements of operations. The measure of segment assets is reported on the condensed balance sheets as total assets.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, 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 and cash equivalents with major financial institutions within the United States. The Company does not require collateral for accounts receivable.

As of June 30, 2026, no clients accounted for more than 10% of accounts receivable, and as of December 31, 2025, one client accounted for 15% of accounts receivable. There were no clients that represented 10% or more of the Company's revenue during thethree and six months ended June 30, 2026 and 2025.

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, collection history, general economic conditions, and other relevant data. The Company has elected the practical expedient to assume that current conditions as of the balance sheet date will persist for the remaining life of the receivables balance. 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):

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 condensed balance sheets. The user redemption liability is reduced as consumers cash out and through breakage (see Note 3 – 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 condensed balance sheets. The due to third-party publishers liability also includes revenue share and related minimum commitments due to certain publishers.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The principal activities from which the Company generates revenue are as follows:

Redemption Revenue

The Company’s clients promote their products and services to consumers through rewards offered on the IPN, and the Company earns a fee per redemption. 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 may also charge fees to set up a redemption campaign which are deferred and recognized over the average duration of historical redemption campaigns.

Ad & Other Revenue

The Company’s clients may also run advertisements such as banners, tiles, newsletters, and feature placements on D2C properties. Ad products are billed, and revenue is recognized, as the service is performed over the advertising period. 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.

Recently Adopted Accounting Pronouncements

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 that allows entities to assume that conditions as of the balance sheet date will persist for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The Company adopted ASU 2025-05 on January 1, 2026, on a prospective basis, and elected to apply the practical expedient, which did not have a significant impact on the financial statements and related disclosures.

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. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. While the application of this guidance will result in additional disclosure of expenses presented in the Company’s statements of operations, it is not expected to have a significant impact on the Company’s financial statements.

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. The guidance 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. User Redemption Liability Extinguishment

The Company reflects a user redemption liability in the condensed 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 $62.0 million and $65.5 million as of June 30, 2026, and December 31, 2025, respectively.

4. Accrued Expenses

Accrued expenses consist of the following (in thousands):

5. Long-Term Debt

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 letter of credit (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 June 30, 2026, the Company was in compliance with all covenants under the 2024 Credit Agreement.

As of June 30, 2026, 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 13 – Commitments and Contingencies for further discussion of the Company’s letter of credit. During thethree and six months ended June 30, 2026 and 2025, interest expense was immaterial.

6. 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 three and six months ended June 30, 2026 and 2025, 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. As of June 30, 2026, and December 31, 2025, the carrying value of the equity investment was $4.5 million.

7. 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 June 30, 2026, and December 31, 2025, 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:

Common Stock Warrant

In May 2021, the Company issued a common 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 is accounted for as nonemployee stock-based compensation under ASC 718, Compensation–Stock Compensation (ASC 718). Pursuant to the terms of the Walmart Warrant, and subsequent to a modification from the non-discretionary anti-dilution provision as a result of the Company’s April 2024 IPO, Walmart has the right to purchase up to 4,121,034 shares at an exercise price of$70.12. Vesting of the Walmart Warrant is subject to certain performance and service conditions by both parties, and the Walmart Warrant expires May 2031, or May 2028, in certain cases if the Commercial Agreement is no longer in effect.

The aggregate grant date fair value of the May 2021 grant and the April 2024 modification were$35.3 million and$37.2 million, respectively, determined using a Black-Scholes option pricing valuation model. The fair value of the portion of the Walmart Warrant that vested upon achievement of the performance conditions was recognized as sales and marketing expense when the performance conditions were considered probable of achievement, and the remaining fair value 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.

During each of thethree and six months ended June 30, 2026 and 2025, the Company recognized stock-based compensation of $2.1 million and $4.3 million, respectively, associated with the vesting of the service conditions of the Walmart Warrant. As of June 30, 2026, unrecognized stock-based compensation expense related to the unvested portion of the Walmart Warrant was $17.0 million and is expected to be recognized over a weighted average period of 2.3 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 each of March 2025, June 2025, and March 2026, the board of directors approved an additional $100.0 million, bringing the total authorization under the Share Repurchase Program to $400.0 million as of June 30, 2026.

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 Securities Exchange Act of 1934, as amended (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 thethree and six months ended June 30, 2026, the Company repurchased 711,198 and 2,659,708 shares, respectively, of its Class A common stock for an aggregate repurchase amount of$23.2 million and $68.4 million, respectively. During thethree and six months ended June 30, 2025, the Company repurchased 1,448,373 and 3,288,927 shares, respectively, of its Class A common stock for an aggregate repurchase amount of $68.2 million and $141.6 million, respectively. 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 June 30, 2026, $67.3 million remains available and authorized for repurchase under the Share Repurchase Program.

8. 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 12 months. Deferred revenue was $2.6 million and $2.9 million as of June 30, 2026, and December 31, 2025, respectively.

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

9. 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 $2.1 million recognized during each of the three months ended June 30, 2026 and 2025, and $4.3 million recognized during each of the six months ended June 30, 2026 and 2025. See Note 7 – Stockholders’ Equity.

The Company capitalized $0.6 million and $1.1 million of stock-based compensation expense to capitalized software development costs during the three and six months ended June 30, 2026, respectively. The Company capitalized $0.3 million and $0.5 million of stock-based compensation expense to capitalized software development costs during the three and six months ended June 30, 2025, 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.

Unrecognized stock-based compensation expense as of June 30, 2026 was $2.5 million for unvested stock options, $130.1 million for unvested RSUs, and $0.4 million for the ESPP and is expected to be recognized over a weighted average period of 1.2 years,3.0 years, and 0.4 years, respectively.

Stock Options

A summary of option activity for the six months ended June 30, 2026, is as follows:

During the six months ended June 30, 2026, no stock options were granted, and the total intrinsic value of stock options exercised was $3.2 million.

Restricted Stock Units (RSUs)

A summary of RSU activity for the six months ended June 30, 2026, is as follows:

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 recognized stock-based compensation expense related to the CEO PRSU of $1.3 million and $2.6 million during the three and six months ended June 30, 2026 and 2025, respectively.

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. 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 approximatelysix 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.

Stock-based compensation expense recognized during the three and six months ended June 30, 2026 and 2025, related to the ESPP was immaterial. During the three and six months ended June 30, 2026, the Company issued 72,020 shares of its Class A common stock under the ESPP. During the three and six months ended June 30, 2025, the Company issued 39,768 shares of its Class A common stock under the ESPP.

10. Income Taxes

Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.

During the three and six months ended June 30, 2026, the Company recorded an income tax provision of $0.7 million and $1.7 million, respectively, resulting in an effective tax rate of (131.0)% and (16.9)%, respectively. During the three and six months ended June 30, 2025, the Company recorded an income tax provision of $1.4 million and $1.3 million, respectively, resulting in an effective tax rate of 35.6% and 30.0%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the impact of nondeductible items, including certain executive compensation costs, stock-based compensation, common stock warrant expense, and the tax expense related to uncertain tax positions; partially offset by the benefit of research and development tax credits.

The Company's income tax returns are subject to audit. As of June 30, 2026, the Company is not currently under audit by any taxing authorities, and there are no proposed adjustments to our tax positions.

11. Net (Loss) 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 (loss) income per share are the same for Class A common stock and Class B common stock.

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

As the Company incurred a net loss during thethree and six months ended June 30, 2026, basic net loss per share is equivalent to diluted net loss per share as the inclusion of all potentially dilutive securities outstanding would have been antidilutive.

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

12. 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 six months ended June 30, 2026 and 2025, the Company spent $0.5 million and $1.4 million, respectively, with Wilson Sonsini. During the three months ended June 30, 2026 and 2025, the Company spent $0.1 million and $0.5 million, respectively, with Wilson Sonsini. Amounts payable to Wilson Sonsini were $0.1 million as of June 30, 2026 and $0.2 million as of December 31, 2025.

13. Commitments and Contingencies

Letter of Credit

As of both June 30, 2026 and December 31, 2025, the Company had a standby letter of credit in the aggregate amount of $1.0 million, related to an office space lease collateralized by our 2024 Credit Facility.

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 condensed balance sheets when they become probable and the amount can be reasonably estimated. As of June 30, 2026 and December 31, 2025, 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 June 30, 2026, future minimum payments with a remaining term in excess of one year under these non-cancelable purchase obligations were as follows:

Legal Proceedings

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 the two 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. On August 3, 2026, the Court granted Defendants’ motion to dismiss the amended complaint in full, without prejudice. Plaintiff may file a motion by August 31, 2026, requesting leave to file a second amended complaint. 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.