Ibotta, Inc.

Results of Operations

The following tables set forth our results of operations for each of the periods presented (in thousands):

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

Comparison of the three months ended September 30, 2026 and 2025

Revenue

Total redemption revenue increased $16.5 million, or 23%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due to a $21.4 million increase in revenue from third-party publishers, partially offset by a $4.9 million decrease in revenue from D2C properties. The increase in third-party publisher redemption revenue was primarily driven by increases in offer supply and third-party publisher redeemers. The decrease in D2C redemption revenue was driven primarily by a decrease in D2C redeemers.

Ad & other revenue decreased $1.9 million, or 17%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, driven by reduced client spend on D2C ad products, partially offset by an increase in other revenues.

Cost of revenue

Cost of revenue increased $2.6 million, or 15%, during the three months ended September 30, 2026, compared to the three months ended September 30, 2025, due primarily to increases in technology-related costs, inclusive of personnel-related costs, and publisher-related costs.

Sales and marketing increased $5.7 million, or 22%, during the three months ended September 30, 2026, compared to the three months ended September 30, 2025, due to increases of $4.8 million in personnel-related costs, $0.7 million in market research related to third-party measurement studies, and $0.6 million in self-funded rewards, partially offset by a decrease of $0.5 million in media spend. The increase in personnel-related costs was primarily driven by increases in average headcount, bonuses, and stock-based compensation, partially offset by a $0.4 million decrease related to restructuring charges incurred in the prior year.

Research and development increased $2.2 million, or 16%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due to increases of $1.0 million in personnel-related costs, $0.7 million in software licensing costs primarily from higher AI-related costs, and $0.4 million in impairment of capitalized software. The increase in personnel-related costs was primarily driven by increases in bonuses and stock-based compensation, partially offset by an increase in capitalization driven by continued investment in our platform, capabilities, and infrastructure.

General and administrative increased $0.3 million, or 1%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due to an increase of $2.5 million in personnel-related costs, partially offset by a decrease of $1.9 million in professional fees largely attributable to legal expenses incurred in the prior year. The increase in personnel-related costs was primarily driven by increases in bonuses and stock-based compensation.

Depreciation and amortization increased $1.5 million, or 229%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, driven primarily by increases in amortization expense from continued investment in our platform, capabilities, and infrastructure and depreciation expense associated with leasehold improvements for our new corporate headquarters.

Interest income, net, decreased $1.2 million, or 46%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, driven by decreases in cash and cash equivalents and lower interest rates.

Other income (expense), net

Other income (expense), net, decreased $0.4 million, or 97%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due to the favorable settlement of a tax matter in the prior year.

The provision for income taxes increased $5.9 million, or 158%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to changes in pre-tax book income and the impact of non-deductible items, including certain executive compensation costs and stock-based compensation.

Comparison of the nine months ended September 30, 2026 and 2025

Revenue

Total redemption revenue increased $23.1 million, or 11%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, due to a $40.1 million increase in revenue from third-party publishers, partially offset by a $17.0 million decrease in revenue from the D2C properties. The increase in third-party publisher redemption revenue was primarily driven by increases in offer supply and third-party publisher redeemers. The decrease in D2C redemption revenue was driven primarily by a decrease in D2C redeemers and a decrease in the quantity and quality of offers available to each D2C redeemer.

Ad & other revenue decreased $7.7 million, or 22%, during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, driven primarily by reduced client spend on D2C ad products, partially offset by an increase in other revenues.

Cost of Revenue

Cost of revenue increased $6.2 million, or 12%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, due primarily to increases in technology-related costs, inclusive of personnel-related costs, and publisher-related costs.

Sales and marketing increased $14.0 million, or 16%, during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to increases of $11.6 million in personnel-related costs, $2.5 million in market research related to third-party measurement studies, $0.8 million in self-funded rewards, and $0.5 million in software licensing costs, partially offset by a decrease of $1.4 million in media spend. The increase in personnel-related costs was primarily driven by increases in bonuses, average headcount, and stock based compensation, partially offset by a $1.5 million decrease related to restructuring charges incurred in the prior year.

Research and development decreased $1.1 million, or 2%, during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to a $2.9 million decrease in personnel-related costs, partially offset by increases of $1.2 million in impairment of capitalized software and $0.7 million in software licensing costs. The decrease in personnel-related costs was primarily related to an increase in capitalization driven by continued investment in our platform, capabilities, and infrastructure, a higher allocation of resources and related personnel costs to cost of revenue, and a $0.7 million decrease related to restructuring charges incurred in the prior year.

General and administrative increased $2.2 million, or 3%, during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to increases of $5.8 million in personnel-related costs and $0.5 million in software licensing costs, partially offset by decreases of $2.7 million in professional fees largely attributable to legal matter expenses incurred in the prior year, $0.9 million in credit loss expense, and $0.8 million in facilities costs. The increase in personnel-related costs was primarily driven by increases in stock-based compensation and bonuses. The increase in stock-based compensation was primarily driven by the prior year reversal of $1.6 million of previously recognized expense for unvested equity awards related to the departure of the Company's former chief financial officer in March 2025.

Depreciation and amortization increased $2.8 million, or 107%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, driven primarily by increases in amortization expense from continued investment in our platform, capabilities, and infrastructure and depreciation expense associated with leasehold improvements for our new corporate headquarters.

Interest income, net, decreased $4.6 million, or 52%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, driven by decreases in cash and cash equivalents and lower interest rates.

Other expense, net

Other expense, net, did not change meaningfully during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

The provision for income taxes increased $6.2 million, or 124%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to changes in pre-tax book income and the impact of non-deductible items, including certain executive compensation costs and stock-based compensation.

Liquidity and Capital Resources

As of September 30, 2026, our principal sources of liquidity included $149.9 million of cash and cash equivalents and $99.0 million of available capacity under a revolving line of credit.

Our primary cash needs are for personnel-related expenses, rewards and revenue share and related minimum commitments payable to third-party publishers, sales and marketing expenses, data hosting costs, and software licensing costs. We believe our existing liquidity and cash flows from operating activities will be sufficient to meet our projected operating and capital requirements for at least the next 12 months.

Our future cash requirements will depend on many factors, including our pace of growth, the timing and extent of spend to support research and development efforts, the timing of cash collected from clients, the expansion of sales and marketing activities, the introduction of new and enhanced platform offerings, and the volume and timing of our share repurchases. As a result of these and other factors, we may be required to seek additional equity or debt financing. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. Further, our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q. If we are unable to raise additional capital when desired, our business, financial condition, results of operations, and prospects would be adversely affected.

2024 Credit Facility

On December 5, 2024, we entered into a Credit Agreement with Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, which provides us with revolving commitments in an aggregate principal amount of $100.0 million and matures on December 5, 2029 (2024 Credit Facility). The 2024 Credit Facility also allows the Company to request incremental revolving commitments of up to $100.0 million. As of September 30, 2026, we had no 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. For further details regarding the credit agreement, see Note 5 - Long-Term Debt to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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. If the shares available for exercise as of September 30, 2026 were fully exercised, the warrants could provide up to $245.6 million in proceeds to us. For further details regarding the Walmart Warrant, see Note 7 - Stockholders' Equity to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 to $400.0 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 underthe Securities Exchange Act of 1934, as amended (Exchange Act). We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of our Class A common stock under this authorization. We are not obligated under the Share Repurchase Program to acquire any particular amount of Class A common stock, and we 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 nine months ended September 30, 2026, the Company repurchased 395,364 and 3,055,072 shares, respectively, of its Class A common stock for an aggregate repurchase amount of$14.5 million and $82.9 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 September 30, 2026, $52.9 million remains available and authorized for repurchase under the Share Repurchase Program.

Cash Flows

The following table summarizes our cash flows for the periods presented:

Operating Activities

Our collection cycles can vary based on payment practices from our clients, and we are required to pay our third-party publishers within a contractual timeframe, regardless of whether we have collected payment from our client. As a result, timing of cash receipts related to accounts receivable and due to third-party publishers can vary from period to period and impact both positively or negatively our cash provided by operating activities for any period.

Net cash provided by operating activities decreased $1.9 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was the result of a $19.6 million increase in net loss, partially offset by a $15.9 million increase in non-cash charges and a $1.9 million decrease in net cash outflows primarily from lower net working capital.

The increase in non-cash charges was primarily driven by increases in stock based compensation expense, deferred income taxes, depreciation and amortization, and impairment of capitalized software. The decrease in net cash outflows from net working capital was primarily due to lower cash outflows of $17.8 million from liabilities due to third-party publishers driven primarily by timing and growth in existing publishers and $8.0 million from accrued expenses primarily due to personnel-related costs, partially offset by higher cash outflows of $2.1 million from accounts payable. These cash outflows were partially offset by lower cash inflows of $20.0 million from accounts receivable due to growth in gross billings and $2.1 million from other current and long-term assets and liabilities.

Investing Activities

Net cash used in investing activities decreased $5.7 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, driven by an $8.4 million decrease in additions to property and equipment due primarily to prior year investment in our corporate headquarters, offset by a $2.7 million increase in additions to capitalized software development costs.

Financing Activities

Net cash used in financing activities decreased $85.8 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, driven by a $93.5 million decrease in purchases of treasury stock, partially offset by a $3.6 million increase in taxes paid related to the net share settlement of equity awards, a $3.5 million decrease in proceeds from stock option exercises, and a $0.6 million decrease in proceeds from the employee stock purchase plan.

Material Cash Requirements

Operating Leases

Our operating lease commitments primarily include our corporate headquarters. As of September 30, 2026, we had noncancelable lease obligations of $35.4 million, of which $2.5 million is payable within 12 months and the remainder thereafter. For additional discussion on our operating leases, refer to Note 8 - Operating Leases to our financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Purchase Commitments

The Company has noncancelable purchase obligations that 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 September 30, 2026, we had fixed noncancelable purchase obligations of $152.1 million, of which $50.3 million is payable within 12 months, and the remainder thereafter. For additional discussion on these contractual commitments, refer to Note 13 - Commitments and Contingencies to our condensed financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with GAAP. In preparing the condensed financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect the underlying business and economic events. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and may involve reliance on complex IT systems. Actual results could differ materially from the amounts reported based on these estimates.

There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

See Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the notes to our condensed financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.