NYSE: IBTA

As of December 31, 2025, we worked with over 900 clients, representing over 3,100 CPG brands, to source exclusive digital offers. Most of our offers cover products in non-discretionary categories, such as grocery, but we also source offers for general merchandise categories, such as toys, clothing, beauty, electronics, pet, and home goods.

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The Ibotta Performance Network

The IPN provides an at-scale success-based marketing solution whereby we get paid when our client’s promotion results in a transaction with a consumer. By using the IPN, clients can create digital offers and distribute them in a coordinated fashion across our D2C properties and our third-party publishers.

The key components of the IPN are as follows:

Clients. Ibotta sources digital promotions from clients, retailers, and their media buying agencies. Each digital promotion is loaded into our network along with key parameters, such as the eligible products, total campaign budget, campaign expiration date (if any), and any criteria for distributing offers based on past purchase history, on platforms where available.

Publishers. We distribute our digital offers through our D2C properties and a growing network of third-party publishers that host our offers on their platforms on a white-label basis. We have formed strategic relationships with publishers such as Walmart, Dollar General, Family Dollar, Instacart, and DoorDash. On third-party publisher properties, consumers do not need an Ibotta account to redeem offers. We receive different amounts of data from different third-party publishers to enhance our tools and technologies.

Technology platform. Our platform, described in further detail below, tracks which offers are selected by consumers, matches offers to the products that have been purchased, logs redemptions, and manages budgets and billing. We use our technology platform to structure our clients’ campaigns based on their objectives. Underpinning the platform is item-level consumer purchase data, which we use to process offer redemptions and help drive successful outcomes for our clients. We use AI/ML tools as part of our technology platform, and we continue to evaluate additional opportunities for applications of these tools as our platform evolves and as new AI/ML tools become available.

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Our flywheel

The above components of our network work together to create interconnected flywheels that can, over time, strengthen and accelerate the value of the IPN for our stakeholders. We believe that the network dynamics inherent in Ibotta’s business create a strong competitive advantage. The more offers our clients sponsor, the greater value we can deliver to consumers, and the more likely that they continue to engage with our network. All else equal, over time, greater consumer engagement and larger audiences increase our chances of maximizing investments from both new and existing clients that are eager to influence the greater spending power of the millions of consumers reached by our network. The more offers that are redeemed on the IPN, the more redemption data we collect, and the better we become at structuring our clients’ campaigns to maximize their investment.

At the same time, the more offers that we add, the more attractive joining our network becomes to new publishers, enlarging the total audience and attracting more client marketing investment. As the network grows, publishers are increasingly incentivized to integrate with our technology so they can incorporate our rewards into their own programs while allowing their consumers to redeem offers as seamlessly as possible.

Our Products & Offerings

We provide several products and offerings to our clients, retailers, publishers, and consumers through the IPN.

For Clients and Retailers

Our clients and retailers may purchase a combination of the following products to meet their marketing objectives.

Promotions

We enable clients to deliver digital promotions to incentivize changes in consumer behavior and drive incremental sales. Through our deep experience with clients of various sizes that sell a wide range of

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consumer products, we have developed curated, strategic “playbooks” that offer guidance on how best to achieve their specific marketing objectives. Depending on their goals, our clients can set an overall budget for their campaign then choose a set of eligible products, set offer values, and where possible, distribute different offers based on past purchase history.

Measurement is core to our promotions offering. We provide campaign performance analysis throughout the campaign and post-campaign via the Ibotta Portal – a single interface that centralizes our clients’ experience with Ibotta and provides clients with information on key performance metrics. For eligible campaigns, our LiveLift™ set of capabilities enables more sophisticated projections and profitability metrics, including incremental sales and CPID, to help our clients achieve the desired scale or efficiency for their promotions. Additionally, we provide clients with insights derived from our robust item-level purchase data to improve their understanding of the consumer landscape and their associated promotional activities.

Our platform records the number of offers redeemed in any given campaign. We use that information to invoice our clients for the total value of those redemptions, along with our agreed upon fee-per-redemption commission. For most campaigns, we typically invoice our clients on a monthly basis.

Ibotta also partners 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. The affiliate networks remit payment to us upon receipt from the retailers.

Ad and other products

On our D2C properties, we offer a variety of digital ad products to help our clients boost visibility for their brands and increase the reach of their promotions. These include display ads, tiles, sponsored offers, newsletters, and feature placements bought by clients to raise awareness of their offers and/or communicate their brand messages. We typically charge fixed dollar amounts for our ad products, based on the size of the audience that views each unit.

We also partner with data and media clients and provide them with data to assist their digital marketing efforts and strategies. We have differentiated access to first-party data, which includes cross-retailer and item-level data on full baskets purchased by millions of consumers. We license data to our clients in an agreement that specifies the nature and scope of the types of data shared.

For Publishers

Publishers benefit from Ibotta’s white-label technology, or the “rewards as a service” platform. Publishers can integrate with Ibotta’s Application Programming Interfaces (APIs), and Ibotta handles the offer sourcing, purchase verification, offer adjudication, billing, and other logistics. Ibotta also provides expertise on operating a top-tier rewards program based on more than a decade of operating the D2C platform. This can include valuable advice on program design and user experience, recommended tactics for effective lifecycle marketing strategies to acquire and retain users, and other helpful information and best practices to optimize digital offers and loyalty programs. We believe publishers value Ibotta’s expertise in designing and operating widely used programs that engage consumers and drive retailer loyalty.

For Consumers

Consumers redeem offers through our third-party publisher properties or directly on our D2C properties.

Third-party publisher properties

Consumers can access offers powered by Ibotta on third-party publishers’ digital properties. This creates a seamless experience for consumers, while allowing publishers to maintain a direct relationship with their consumer, keep their own brand front and center, and curate their own user experiences. There

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is no requirement for consumers to create an Ibotta account or download the Ibotta app to access third-party publisher properties; they can simply visit the publisher’s website or mobile app, select offers, buy featured products, and earn rewards or discounts, depending on how the publisher’s program is designed. Cash out options on our third-party publishers vary, but consumers can generally apply cash back rewards to future trips or instantly get discounts applied at the point-of-sale, either in-store or online. In some cases, they can also claim their rewards as cash in-store.

D2C properties

We operate a free mobile app that is available on iOS and Android. Consumers can download the app, create an Ibotta account, browse and select offers powered by our clients or retailers, redeem those offers at retailers’ properties, and receive cash back when they buy the featured items either in-store or online. Once an offer is redeemed, consumers can see and manage their cash back balance within the app, and once they have reached a certain threshold balance, they can cash out to a PayPal account, bank account, or digital gift cards from within the app. Since its debut in 2012 and as of December 31, 2025, our mobile app has attracted over 54 million registered users and been rated over 2.6 million times across the App Store and Google Play Store, earning an average of 4.7 out of 5 stars.

Ibotta also offers a free desktop browser extension for Google Chrome that is supported by the Ibotta.com website. Our browser extension compares prices across retailers and allows consumers to set price drop alerts, while providing access to cash back offers at thousands of online retailers. In addition, consumers can use our website to set up or log into their accounts, select offers, and link their bank accounts to withdraw earnings.

Our Technology Platform

Our technology platform is the engine of our business. Fueled by a vast repository of data, it seamlessly powers every stage of the journey—from campaigns to redemptions to payment.

The key components of our platform include:

Purchase data. We receive and process a large volume of item-level consumer purchase data from our retailer integrations and receipts uploaded by our D2C consumers, all pursuant to clearly disclosed and agreed to terms and conditions and detailed in our Privacy Policy. This data includes the UPC,

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quantity, and price of the items for a transaction along with the total amount paid, date, time, and store location. The vast majority of our purchase data comes from our integrated retailer partners. We also receive certain purchase data from our third-party publishers, which is governed by agreements with each of those publishers. We use purchase data to recommend personalized offers where available and help drive favorable outcomes for our clients.

Data, analytics, and AI platform. We use AI/ML tools as part of our technology platform, and we continue to evaluate additional opportunities for applications of these tools as our platform evolves and as new AI/ML tools become available. We leverage our unique dataset to power proprietary models that can be used to predict campaign performance, offer redemption velocity, and more. The more data we accumulate, the better our models become.

At the same time, our platform allows our clients to better achieve their goals. Based on their strategic objectives, we help our clients determine the optimal offer value, offer cadence, offer breadth, and, where available, offer segmentation.

We give CPG brands a single source of truth for the performance of their Ibotta digital promotions nationwide, across multiple publisher environments. The Ibotta Portal allows clients to set up campaigns where available, monitor redemption and budget levels, and analyze overall campaign performance based on their specific objectives—all enabled by our technology platform.

Campaigns and offers. Our ability to drive sales for our clients turns in large part on our advanced capabilities in campaigns and offers, including campaign creation, offer syndication, personalization, search, segmentation of offers where available, and distribution configuration. These capabilities allow our clients to create, launch, and execute successful campaigns and enable our consumers to maximize their savings.

Purchases and redemptions. Our technology platform tracks which offers have been selected by consumers, matches offers to the specific qualifying products that have been purchased, and logs redemptions accordingly. Our in-flight campaign tracking arms clients with the information they need to measure the efficacy of their campaigns and to optimize campaign performance and manage their budgets accordingly. We also minimize offer stacking by monitoring for instances where a consumer who earns a reward for redeeming an offer on Ibotta’s app attempts to earn a second, redundant reward on a third-party publisher for the same underlying purchase.

Payments and finance. We handle the flow of funds among clients, publishers, and consumers. Our systems maintain rewards ledgers for each consumer within each publisher environment, track the accumulation and cash out of rewards on our D2C platform, monitor client budgets, and manage billing and collections.

Robust API integrations. We built our technology platform to be highly flexible and scalable with our API-first design, enabling clients, publishers, and retailers to seamlessly integrate with us. We allow our publisher partners to leverage our APIs in apps such as their customer relationship management software, marketing analytics tools, and more. Our APIs allow our core technology stack to extend to our publishers’ respective platforms.

Growth Strategies

We believe Ibotta is well positioned to capitalize on an expansive market opportunity. U.S. consumers have historically spent over $1 trillion in the grocery sector each year, and CPG brands compete fiercely to influence their spending habits, spending approximately a combined $200 billion on marketing and trade promotions annually in the U.S. We intend to capitalize on this market opportunity with the following key growth strategies.

Add offer supply. We have observed a strong correlation between the quantity and quality of offers we make available to consumers and the number of redemptions generated. To capture a larger portion

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of the market, we will seek to grow investment from our existing clients, while also striving to expand into new brands and categories.

•Make it easier for clients to work with Ibotta. We continue to invest in systems, tools, and processes that help our employees sell our offerings and reduce friction in the buying process for our clients.

•Continue to enhance our LiveLift™ offering. We are working to expand the availability of LiveLift™, our breakthrough tool that provides certain eligible clients with additional in-flight measurement and optimization capabilities to enhance the effectiveness of their campaigns. We plan to continue rolling out LiveLift™ to our client base, allowing for increased frequency of campaign measurement and greater optimization capabilities.

Grow our network. We will seek to grow the audience that we reach on the IPN through increased penetration at existing publishers and by adding to our network of third-party publishers.

•Grow redeemers on existing third-party publisher properties. We believe there is significant opportunity to grow the audience at existing third-party publishers. Ibotta works closely with its publishers and serves as an advisor to enhance publisher programs from a technical and user experience perspective. Additionally, Ibotta provides publishers with advice on marketing best practices for digital offer programs, with a focus on reaching the maximum audience, building consumer engagement, and driving offer redemptions. We continue to see growth in usage of Ibotta-powered rewards programs at current publishers, as measured by the number of redeemers at those publishers. Our goal is to continue this growth through our efforts and those of our partners.

•Add new third-party publishers. We are focused on expanding our audience by building new partnerships with retailers that sell CPG products, as well as specialty retailers, and other non-retailer publishers. Given Ibotta’s offer inventory, we believe we provide a strong value proposition for retailers looking to work with a white-label provider of digital offers. We believe Ibotta’s decade of experience operating a popular D2C app further strengthens our go to market message with potential new publishers.

Sales and Marketing

While we believe our value proposition and the proven efficacy of our platform have driven our organic expansion with our clients and publishers, we also employ various sales and marketing strategies to attract additional clients, publishers, and consumers to the IPN.

Client partnerships

We continue to scale by deepening our collaboration with our existing clients and attracting new clients to our network. We aim to shift clients’ marketing budgets from other marketing channels, including other promotions vehicles, to Ibotta. We maintain a dedicated sales team, organized across three verticals:

•Enterprise: Food, Health & Beauty, Home & General Merchandise, and BevAlc;

•Emerging: Fast-growing and challenger brands across all industry verticals; and

•Alternative Revenue: Affiliate, Data, and Gift Cards

Sellers within our organization may cover anywhere from one to dozens of clients, depending on the size, investment, and complexity of those clients.

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Publisher relationships

We have dedicated teams focused on maintaining and growing existing relationships with third-party publishers and bringing new publishers onto our platform.

Our strategic partner management team works with existing third-party publishers to grow the size of the audience on publisher platforms that interact with our offers and to increase the number of redemptions per consumer.

Our business development team works to expand the IPN by establishing new publisher partnerships across several target verticals, including grocery, mass, and pharmacy retailers, as well as delivery service providers, specialty retailers, and other non-retailer publishers. The business development team’s efforts are centered around acquiring top strategic publishers that have large audiences and can fuel the expansion of our network.

Consumer relationships

Our consumer base is built upon our inherent value proposition, as evidenced by the $2.7 billion in cash back credited to our redeemers to date. This has allowed us to build an efficient marketing engine while developing a broader set of marketing strategies to attract consumers to, and increase their engagement with, Ibotta’s D2C properties.

We market our D2C properties across a wide variety of channels, including digital marketing campaigns across search engines, app stores, social media platforms, influencers, affiliates, programmatic advertising outlets, as well as more traditional channels like TV and radio, among others. Finally, we participate in key seasonal marketing events, like our annual Thanksgiving promotion, which has fed more than 11.5 million Americans since its inception.

Competition

The environment in which we operate is highly competitive. We compete with a broad and evolving set of competitors to service clients, publishers, retailers, and consumers across our products and offerings.

For clients. In sourcing offer budgets from clients, we compete with legacy promotional tactics such as paper coupons, printable coupons, free-standing inserts (FSIs), and temporary price reductions (TPRs), as well as other mobile apps that offer points, cash back rewards, or discounts to consumers, and load-to-card programs that publish digital coupons on the apps and websites of certain grocery retailers. We also compete for media agency budgets, vying with other advertisers for these investments. These include large social media and search-oriented platforms, programmatic media networks that sell ads on a cost per click or cost per impression basis, and more traditional offline advertising spend. We compete by offering an at-scale solution that is purpose-built for our clients, reaches a large number of consumers, provides exclusive access to some of the largest third-party publishers, allows for a higher degree of offer segmentation, measurement, and optimization, operates on a fee-per-redemption basis, works for both in-store and online shopping, and delivers more incremental sales and offer redemptions.

For publishers. We compete against rival digital coupon providers to convince retailers to leverage our technology and publish our offers on their digital properties. We believe that our access to national promotions budgets gives Ibotta the ability to provide publishers with a large volume of digital promotions content. These advantages allow our publishers to build higher consumer engagement, deliver more savings to their consumers, and create loyalty which helps them capture greater market share. Some retailers source offers for their own digital offers program, either in addition to or instead of working with a third-party partner like Ibotta. In that case, however, the retailer may be limited to retailer-exclusive offers and may not be able to tap into national promotions budgets within CPG brands to the same extent.

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For consumers. Consumers can choose from among many other rewards, subscription, and loyalty programs that provide cash back, rewards, or discounts, including credit cards, individual retailer loyalty programs, and online shopping sites that aggregate retailer offers.

For example, we face substantial competition from:

•Companies that distribute paper coupons, retailer circulars, FSIs and TPRs, as well as load-to-card digital coupons through grocery retail apps and websites in a white-label fashion;

•Other mobile apps that offer points, cash back rewards, or discounts to consumers when they upload their physical receipts or send in their e-receipt data;

•Traditional, digital, social, search, and other advertisers; and

•Operators of other cash back rewards programs, including those that focus on sitewide cash back for online purchases

We compete by offering a large number of offers for consumers, available on multiple platforms.

Our Culture and Employees

Ibotta’s unique, founder-led culture is defined by our mission and company values, and we believe these are critical to our ongoing success. Our mission is to Make Every Purchase Rewarding, which means we seek to maximize the number of consumers who we benefit through the provision of rewards on their purchases, regardless of whether they earn those rewards on our D2C properties or with one of our third-party publishers.

Our “IBOTTA” company values are:

•Integrity

•Boldness

•Ownership

•Teamwork

•Transparency

•A Good Idea Can Come From Anywhere

As of December 31, 2025, Ibotta employed approximately 800 full-time employees. We also engage with contractors, vendors, and consultants. None of our employees are covered by collective bargaining agreements. We believe our employee relations are favorable, and we have not experienced any work stoppages.

We are strongly committed to maintaining a diverse, equitable, and inclusive workplace. We invest in employee development to ensure all employees are prepared for career growth opportunities both at Ibotta and beyond their time at the Company. We regularly monitor our hiring and promotions practices to ensure that we live up to our commitment as an equal opportunity employer with no pay disparities based on gender, sex, sexual orientation, race, national origin, age, or religion.

In addition to providing challenging and engaging work, we also provide robust benefits, including health insurance for employees and dependents, which include options that are fully funded by Ibotta, 401k match, fertility benefits, paid parental leave, and paid time off to support both physical and mental well-being. We foster a tight-knit culture through company events, team building, concerts by our company band, and participation in our employee-led affinity groups, which provide opportunities for

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employees to engage cross-functionally. Annually, our employees can use dedicated volunteer hours to give back to their communities or via Ibotta Gives Day, our company-wide day of philanthropy.

Our Board of Directors and Compensation Committee oversee our human capital strategy, which is developed and managed under the leadership of our Chief People Officer, who reports to our Chief Executive Officer. Ibotta is committed to providing equitable compensation opportunities, and rewarding employees who achieve results, live our mission and values, and help others succeed.

Intellectual Property

Our intellectual property rights are valuable and important to our business. We rely on a combination of patents, copyrights, trademarks, trade secrets, know-how, contractual provisions, and confidentiality procedures to protect our intellectual property rights.

As of December 31, 2025, we held 12 issued United States patents and had seven United States patent applications pending. Our issued patents are scheduled to expire as early as 2032. We continually review our development efforts to assess the existence and patentability of new intellectual property.

We have registered the “Ibotta” trademark and have also registered or are in the process of registering other trademarks in the United States and other jurisdictions, including LiveLift™. We have also registered domain names for websites that we use in our business, such as www.ibotta.com and related variations.

In addition to the protection provided by our intellectual property rights, we enter into proprietary information and invention assignment agreements or similar agreements with our employees, consultants, and contractors. We further control the use of our proprietary technology and intellectual property rights through provisions in our agreements with partners.

We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented, or challenged.

For additional information, see the section titled Risk Factors—Risks Related to our Intellectual Property—We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.

Government Regulation

Ibotta is subject to U.S. federal, state, and local laws and regulations regarding privacy, data protection, and information security, including laws and regulations regarding the storage, protection, sharing, use, transfer, disclosure, and other processing of personal data, as well as related subjects such as marketing and consumer protection. We are also subject to various U.S. federal, state, and local laws and regulations that affect companies conducting business on mobile platforms, including those relating to the internet, behavioral advertising, mobile apps, content, advertising and marketing activities, and anti-corruption.

For additional information, please see the sections following the heading Risk Factors—Risks Related to Government Regulation, Tax, or Accounting Standards.

Corporate Information

We were incorporated in 2011 as Zing Enterprises, Inc., a Delaware corporation. In 2012, we changed our name to Ibotta, Inc. Our principal executive office is located at 1400 16th Street, Suite 600, Denver, Colorado 80202, and our telephone number is 303-593-1633. Our website address is

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www.ibotta.com. We completed our initial public offering (IPO) in April 2024, and our common stock is listed on the New York Stock Exchange under the symbol “IBTA.”

We use Ibotta, the Ibotta logo, the IPN logo, LiveLift™ and other marks as trademarks in the United States. This Annual Report on Form 10-K contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Annual Report on Form 10-K, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks, or service marks to imply an endorsement or sponsorship of us by any other entity.

Available Information

Our website is located at www.ibotta.com, and our investor relations website is located at investors.ibotta.com. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available, free of charge, on our investor relations website as soon as reasonably practicable after these materials are filed with or furnished to the SEC at www.sec.gov. We also make available through our investor relations website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and Board committee charters.

We use filings with the SEC, our website, press releases, public conference calls, public webcasts, our social media, and our blog as a means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation Fair Disclosure. The contents of these channels are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with, or furnish to, the SEC, and any references to our websites or the contents of our websites are intended to be inactive textual references only.

We encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

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