IBTA on NYSE

Ibotta

American mobile technology company

Ibotta, Inc. is an American mobile technology company headquartered in Denver, Colorado. Founded in 2011, the company offers cash back rewards on various purchases through its Ibotta Performance Network and direct to consumer app. Ibotta partners with CPG (consumer packaged goods) brands and network publishers to provide these rewards.3 Its shares trade on NYSE under the symbol IBTA.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

$342.4MRevenue, fiscal 20255
$3.6MNet income, fiscal 20255
2011Founded1

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  • TickerIBTA on NYSE1
  • Industrycashback reward program, direct-to-consumer, performance-based advertising, technology1
  • HeadquartersDenver1
  • Websitewww.ibotta.com
  • Incorporated inDE6
  • Business address1400 16Th Street, Suite 600, Denver, Co6
  • Filer categoryLarge accelerated filer6
  • Legal formCorporation4
  • LEI54930026OZD4IQ7YR6154
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 50591544
Ibotta image from its website
Image: ibotta.com8

Ibotta, Inc. is an American mobile technology company headquartered in Denver, Colorado. Founded in 2011, the company offers cash back rewards on various purchases through its Ibotta Performance Network and direct to consumer app. Ibotta partners with CPG (consumer packaged goods) brands and network publishers to provide these rewards. As of 2024, the company operates solely in the United States. The company's rewards-as-a-service offering, the Ibotta Performance Network, went live in 2022.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

79.2%Gross margin5
-0.2%Operating margin5
1.0%Net margin5
-6.8%Revenue growth, 20255
1.2%Return on equity5
0.00×Debt to equity5
$75.0MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Redemption Revenue brought in 84% of the revenue Ibotta broke down this way in fiscal 2025.

  1. Redemption Revenue$297.2M584%down 4% from 2024
  2. Ad & Other Revenue$45.2M513%down 23% from 2024
  3. Breakage$9.6M53%down 36% from 2024
Products and services by year
Products and services202320242025
Redemption Revenue$243.9M$308.8M$297.2M
Ad & Other Revenue$76.2M$58.4M$45.2M
Breakage$31.5M$14.9M$9.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue21¢$71.1M
  • Research and development18¢$61.1M
  • Other costs59¢$200.4M
  • Income tax2¢$6.3M
  • Profit1¢$3.6M

Out of $342.4M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Capital spending8¢$20.3M
  • Share buybacks92¢$233.0M

Out of $95.3M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5

Financial statements

Revenue95$342.4M in 2025+62% since 2022
0$100.0M$200.0M$300.0M$400.0M2022: $210.7M$210.7M20222023: $320.0M$320.0M2023+52%2024: $367.3M$367.3M2024+15%2025: $342.4M$342.4M2025−7%
Gross profit95$271.3M in 2025+65% since 2022
0$100.0M$200.0M$300.0M$400.0M2022: $164.5M$164.5M20222023: $276.0M$276.0M2023+68%2024: $317.1M$317.1M2024+15%2025: $271.3M$271.3M2025−14%
Operating income95-$841.0K in 2025−98% since 2022
-$50.0M-$25.0M0$25.0M$50.0M$75.0M2022: -$40.3M-$40.3M20222023: $56.0M$56.0M20232024: $27.9M$27.9M2024−50%2025: -$841.0K-$841.0K2025
Net income95$3.6M in 2025
-$100.0M-$50.0M0$50.0M$100.0M2022: -$54.9M-$54.9M20222023: $38.1M$38.1M20232024: $68.7M$68.7M2024+80%2025: $3.6M$3.6M2025−95%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Revenue$342.4M$367.3M$320.0M
Cost of revenue$71.1M$50.1M$44.0M
Gross profit$271.3M$317.1M$276.0M
Sales and marketing$118.9M$139.2M$114.8M
Research and development$61.1M$63.3M$50.0M
General and administrative$88.2M$82.7M$51.6M
Depreciation and amortization$3.9M$4.0M$3.7M
Total operating expenses$272.2M$289.2M$220.0M
(Loss) income from operations-$841.0K$27.9M$56.0M
Interest income (expense), net$10.8M$9.4M-$6.9M
Loss on debt extinguishment$0-$9.7M$0
Other expense, net-$93.0K-$3.2M-$5.1M
Income before (provision for) benefit from income taxes$9.8M$24.5M$44.1M
(Provision for) benefit from income taxes-$6.3M$44.2M-$5.9M
Net income$3.6M$68.7M$38.1M
Basic (in usd per share)$0.13$2.85$4.26
Diluted (in usd per share)$0.12$2.56$1.42
Basic (in shares)28.4M shares24.1M shares8.9M shares
Diluted (in shares)30.1M shares26.9M shares26.9M shares

Compare Ibotta with another company

Corporate structure

Ibotta sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Ibotta

  • Ibotta Denver, Colorado, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Ibotta reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$48.4M5 Dec 31, 2025$34.3M5 Dec 31, 2024+41.0%
Property and equipment, before depreciation$26.5M5 Dec 31, 2025$11.6M5 Dec 31, 2024+127.6%
Accumulated depreciation$3.0M5 Dec 31, 2025$9.7M5 Dec 31, 2024−68.7%
Property and equipment, net$23.4M5 Dec 31, 2025$2.0M5 Dec 31, 2024+1101.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$186.6M5 Dec 31, 2025$349.3M5 Dec 31, 2024−46.6%

Properties, in its own words

Our corporate headquarters is located in Denver, Colorado, where we lease approximately 97,000 square feet of office space pursuant to a lease agreement that expires in 2036. We believe our facilities are adequate to meet our current needs, and that should it be needed, suitable alternative or additional facilities will be available to accommodate our operations.

Item 2 of the 10-K filed Feb 26, 2026.14

The story

Founding through early 2019

Ibotta was founded by current CEO Bryan Leach. The company was incorporated in 2011 and the app launched to both the App Store and Google Play stores in 2012. Early investors included entrepreneur and computer scientist Jim Clark and Tom “TJ” Jermoluk, Chairman of @Home Network.

In 2015, Ibotta expanded beyond item level grocery, adding the ability to get cash back on in-store retail purchases. In 2016, in-app mobile commerce began, allowing users to navigate from the Ibotta app to its partners' apps to earn cash back on purchases.

In 2016 with a Series C investment, Ibotta had raised over $73 million in funding. In March of that year, Ibotta partnered with Anheuser-Busch to offer cash back for adults who purchased its products. In May, the company partnered with LiveRamp so that companies could use their CRM data to create segmented, personalized campaigns. At the time, the company had around 200 full- and part-time employees and moved from offices in Lower Downtown Denver (LoDo) to a 40,000-square-foot office in the central Denver business district. A year later, the company had to expand to a second floor as it added almost another 100 employees.

In 2017, Ibotta added cash back for Uber to its app as well as cash back rewards for online and mobile purchases.

In 2018, Ibotta was listed on the Inc. 5,000 list as one of the fastest growing private companies in the U.S. A year later, in January 2019, the Ibotta app had been downloaded more than 30 million times with users receiving a reported $500 million in cash back rewards. That year, Ibotta was the largest mobile company in Colorado with six million monthly active users.

August 2019 to present

In August 2019, Ibotta was valued at $1 billion, following a Series D round of funding. The round was led by Koch Disruptive Technologies, a subsidiary of Koch Industries.

2019 was also the year the company introduced Pay with Ibotta, which allowed users to complete purchases at key retailers on the Ibotta app and earn instant cash back in the process. With that new service, users were able to enter their purchase total and use a QR code to checkout and receive immediate cash back.

In 2020, the company partnered with Trees for the Future to plant up to 1 million trees as part of an Earth Month campaign to raise awareness about the waste of unused paper coupons. In response to the COVID-19 pandemic, Ibotta partnered with CPG brands in their “Here to Help” campaign and together committed over $10 million in cash back to American consumers. The company added the ability to earn cash back from online grocery pick-up and delivery orders.

Read the full text

Later that year, Ibotta started its free Thanksgiving program, providing users with 100% cash back on select groceries needed for a Thanksgiving meal. By 2022, the company had provided approximately 10 million Thanksgiving meals.

In 2021, Ibotta acquired the company OctoShop (originally InStok), a shopping browser extension company. The OctoShop app enables users to compare prices across stores and set restock and price-drop alerts.

In April 2022, the Ibotta Performance Network (IPN) was launched. The IPN allows brands to deliver digital offers to consumers through third party publishers. Retailers including Walmart, Dollar General and Family Dollar, food delivery services including Instacart, and convenience stores including Shell are all part of the Ibotta Performance Network. This pay-per-sales or success-based performance network reaches over 200 million consumers.

On April 18, 2024, Ibotta had its initial public offering (IPO), trading on the New York Stock Exchange (NYSE) under the ticker symbol IBTA. It was the largest technology IPO in Colorado history.

In October 2025, Ibotta announced a partnership with technology and analytics company Circana, integrating Circana's Household Lift measurement into Ibotta campaigns to give CPG brands an increased understanding of the impact of their promotional campaigns. On November 3, 2025, Ibotta launched LiveLift, a tool for companies to measure the return on investment of digital promotions, in order to optimize performance marketing goals.

Athletic partnerships

Ibotta became the official jersey patch partner of the New Orleans Pelicans, a professional men's basketball team in the National Basketball Association (NBA), for the 2020–2021 and 2023–2024 seasons.

Ibotta became the official jersey patch partner of the 2023 NBA champion Denver Nuggets basketball team beginning in the 2023–2024 season.

In March 2023, F1 driver Logan Sargeant, the first U.S. racer to compete in F1 since 2015, partnered with Ibotta. The Ibotta logo was displayed on Sargeant's racing helmet throughout his F1 career.

In June 2023, UConn Huskies women's basketball player Paige Bueckers entered into a "name, image, and likeness" (NIL) promotional agreement with Ibotta. According to a press release by Ibotta, the company has agreements with The Brandr Group, which finds NIL opportunities for women college athletes, and the Pearpop social media marketing platform to promote Ibotta.

From Wikipedia’s article on Ibotta, shared under CC BY-SA 4.0.7

Leadership

Who has led Ibotta, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (14)

Former names

  • Zing Enterprises, Inc.Jan 5, 2012 to Apr 23, 20136

Timeline

  1. Sep 24, 20268-K Executive or director change; Regulation FD disclosure32
  2. Aug 3, 20268-K Results of operations33
  3. May 22, 20268-K Executive or director change; Shareholder vote34
  4. May 6, 20268-K Results of operations35
  5. Mar 12, 20268-K Other events36
  6. Feb 25, 20268-K Results of operations37
  7. Nov 12, 20258-K Results of operations38
  8. Oct 16, 20258-K Executive or director change39
  9. Aug 13, 20258-K Results of operations40
  10. Aug 11, 20258-K Executive or director change41
  11. Jun 10, 20258-K Other events42
  12. Jun 3, 20258-K Shareholder vote43
  13. Apr 17, 2024New chief executive Bryan Leach becomes CEO15
  14. Apr 2024Went public Listed on NYSE1
  15. 2011Founded Founded1

Calendar

Coming up

  1. Nov 2, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.05 a share, on Nov 12, 2025.44

When it reported results

  1. Aug 3, 2026Reported quarterly or annual results33
  2. May 6, 2026Reported quarterly or annual results35
  3. Feb 25, 2026Reported quarterly or annual results37
  4. Nov 12, 2025Reported quarterly or annual results38
  5. Aug 13, 2025Reported quarterly or annual results40
  6. May 14, 2025Reported quarterly or annual results45
  7. Feb 26, 2025Reported quarterly or annual results46
  8. Nov 13, 2024Reported quarterly or annual results47

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

403 filings to the SEC since October 2021: 2 annual reports, 8 quarterly reports, 25 major events, 257 insider forms, 22 large holders, 89 other. The latest 20:

  1. Oct 7, 20264 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Oct 5, 20264/A EDGAR
  4. Oct 1, 2026144 EDGAR
  5. Oct 1, 2026144 EDGAR
  6. Sep 25, 20264/A EDGAR
  7. Sep 24, 20264 EDGAR
  8. Sep 24, 20263 EDGAR
  9. Sep 24, 20268-K EDGAR
  10. Sep 23, 20264 EDGAR
  11. Sep 14, 20264 EDGAR
  12. Sep 10, 2026144 EDGAR
  13. Sep 10, 2026144 EDGAR
  14. Sep 10, 20264 EDGAR
  15. Sep 8, 2026144 EDGAR
  16. Sep 3, 20264 EDGAR
  17. Sep 3, 20264 EDGAR
  18. Sep 3, 20264 EDGAR
  19. Sep 3, 20264 EDGAR
  20. Sep 3, 20264 EDGAR

The 403 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

128 open-market trades by officers, directors and large owners since October 2021: 19 buys and 109 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 22, 2026Leach BryanCEO AND PRESIDENTSale1,724$41.31$71.2KForm 4
Sep 21, 2026Leach BryanCEO AND PRESIDENTSale13,418$41.34$554.7KForm 4
Sep 10, 2026Swanson Luke RoyCHIEF TECHNOLOGY OFFICERSale16,500$40.07$661.2KForm 4
Sep 10, 2026Swanson Luke RoyCHIEF TECHNOLOGY OFFICERSale40,200$40.04$1.6MForm 4
Sep 9, 2026Leach BryanCEO AND PRESIDENTSale5,103$37.74$192.6KForm 4
Sep 8, 2026Leach BryanCEO AND PRESIDENTSale34,000$37.70$1.3MForm 4
Sep 2, 2026Daspit MarisaCHIEF PEOPLE OFFICERSale2,956$37.46$110.7KForm 4
Sep 1, 2026Swanson Luke RoyCHIEF TECHNOLOGY OFFICERSale11,880$36.97$439.2KForm 4
Sep 1, 2026Daspit MarisaCHIEF PEOPLE OFFICERSale1,712$37.01$63.4KForm 4
Aug 18, 2026Leach BryanCEO AND PRESIDENTSale877$36.60$32.1KForm 4
Aug 17, 2026Leach BryanCEO AND PRESIDENTSale34,739$35.92$1.2MForm 4
Aug 13, 2026Lehrman Thomas DDirectorSale30,273$37.33$1.1MForm 4
Aug 12, 2026Lehrman Thomas DDirectorSale12,846$36.12$464.0KForm 4
Aug 11, 2026Lehrman Thomas DDirectorSale29,561$36.05$1.1MForm 4
Aug 7, 2026Swanson Luke RoyCHIEF TECHNOLOGY OFFICERSale800$39.90$31.9KForm 4
Aug 4, 2026Leach BryanCEO AND PRESIDENTSale79,888$36.14$2.9MForm 4
Aug 3, 2026Leach BryanCEO AND PRESIDENTSale15,142$24.43$369.9KForm 4
Aug 3, 2026Swanson Luke RoyCHIEF TECHNOLOGY OFFICERSale11,880$24.46$290.6KForm 4
Jul 21, 2026Leach BryanCEO AND PRESIDENTSale1,050$31.83$33.4KForm 4
Jul 20, 2026Leach BryanCEO AND PRESIDENTSale14,092$31.82$448.4KForm 4

All 128 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Bryan LeachFounder, Chief Executive Officer, President, and Chairman48$550.7K$10.9M57
2025Chris RiedyChief Revenue Officer50$461.5K$10.7M57
2025Matt PuckettChief Financial Officer52$169.2K$9.8M57
2025Luke SwansonChief Technology Officer45$464.2K$7.3M57
2025Sunit PatelFormer Chief Financial Officer$118.2K$6.6M57
2025Richard DonahueFormer Chief Marketing Officer$245.2K$4.3M57
2025David ShapiroChief Legal Officer56$459.2K$3.2M57
2025Valarie SheppardFormer Interim Chief Financial Officer$414.9K$2.2M57
2024Bryan LeachFounder, Chief Executive Officer, President, and Chairman48$494.4K$28.7M57
2024Luke SwansonChief Technology Officer45$446.4K$7.1M57
2024Sunit PatelFormer Chief Financial Officer$388.1K$5.3M57
2023Bryan LeachFounder, Chief Executive Officer, President, and Chairman48$429.3K$1.8M57
2023Luke SwansonChief Technology Officer45$429.3K$1.6M57

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Koch, Inc.4,389,129$149.9M13.7%No change
D. E. Shaw & Co., Inc.1,690,546$57.7M0.0%No change
Hsbc Holdings PLC1,016,521$35.7M0.0%+7,234
BlackRock, Inc.937,170$32.0M0.0%−25,474
Citigroup Inc644,972$22.0M0.0%+4,289
Vanguard Capital Management LLC528,841$18.1M0.0%+9,541
Notable Capital Management, L.l.c.336,042$11.5M22.3%−30,990
Bnp Paribas Financial Markets333,106$11.4M0.0%+5,933
Geode Capital Management, LLC277,664$9.5M0.0%−18,899
State Street Corp272,487$9.3M0.0%−12,018
Renaissance Technologies LLC223,083$7.6M0.0%−16,217
Bank Of America Corp /de/201,088$6.9M0.0%−38,079
Deutsche Bank Ag\173,907$5.9M0.0%−97,518
UBS Group AG168,497$5.8M0.0%−4,622
Morgan Stanley164,498$5.6M0.0%−72,234
Nuveen, LLC162,509$5.6M0.0%+110,489
American Century Companies Inc150,347$5.1M0.0%New
Millennium Management LLC120,472$4.1M0.0%+22,999
Hotchkis & Wiley Capital Management LLC112,660$3.8M0.0%−41,320
Goldman Sachs Group Inc105,702$3.6M0.0%−5,037
Vanguard Portfolio Management LLC103,626$3.5M0.0%−19,698
Barclays PLC101,360$3.5M0.0%+37,158
Charles Schwab Investment Management Inc94,600$3.2M0.0%−9,995
Northern Trust Corp93,333$3.2M0.0%−35,261
XTX Topco Ltd88,350$3.0M0.0%+24,326

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Ibotta is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARIbotta, Inc.2
  • CIK0001538379
  • Employer ID (EIN)35-242635814
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company14
  • Incorporated inDelaware14
  • Fiscal year endsDecember 312
  • Industry code (SIC)7310 Services-Advertising2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address1400 16Th Street, Suite 600, Denver, CO2
  • Phone303-593-16332
  • Shares outstanding21,212,756 Common Class A shares; 3,137,424 Common Class B shares as of Jan 31, 202614
  • Public float$779.3M as of Jun 30, 202514
  • AuditorKPMG LLP, Denver, Colorado PCAOB ID 185; it also attests to the company’s internal control over financial reporting14
  • On EDGAR sinceJan 5, 20122
  • Filings408 in all: 4 (227), 144 (59), 3 (23), 8-K (23), 10-Q (8), SCHEDULE 13G/A (8), SCHEDULE 13G (7), 4/A (6)2
    All 31 form types

    D (5), CORRESP (4), SC 13G (4), UPLOAD (4), DRS/A (3), 10-K (2), 8-K/A (2), ARS (2), DEF 14A (2), DEFA14A (2), DRSLTR (2), S-1/A (2), S-8 (2), SC 13G/A (2), 144/A (1), 3/A (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), EFFECT (1), S-1 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 7, 2026
    Latest 8-K (8-K) Sep 24, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.00001 per shareIBTANew York Stock Exchange

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).14

Risk factors and legal proceedings

The risks Ibotta names in Item 1A of its 10-K filed Feb 26, 2026: 71 risks under these headings, as written.14

  • Risks Related to Our Business
  • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be profitable.
  • If we fail to maintain or grow offer supply and redemptions on our network, our revenues and business, financial condition, results of operations, and prospects could be materially adversely affected.
  • Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with clients or add new clients.
  • Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with existing publishers and add new publishers to the IPN, or if our publishers experience (as they have previously) downturns, store closures, or failures of their own businesses, or fail to adopt our additional offerings or fulfillment methods.
  • We are also dependent on our publishers to take steps to integrate with the IPN and to maximize and encourage offer redemption, including decisions relating to user experience and design, marketing, and proper maintenance of their technology.
  • We may not be able to grow our revenue.
  • We provide content to publishers indirectly through technology partners and our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with such technology partners.
  • We expect a number of factors to cause our results of operations to fluctuate on a quarterly and annual basis, which has made, and may in the future make, it difficult to predict our future performance.
  • 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.
  • Competition presents an ongoing threat to the success of our business.
  • Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with retailers.
The other 60 risks
  • If we fail to effectively manage any future growth, our business, financial condition, results of operations, and prospects could be materially adversely affected.
  • We have a limited operating history and operate in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
  • Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, or if we receive unfavorable media coverage, our ability to retain and expand our number of clients, publishers, retailers, and consumers could be impaired, and our business, financial condition, results of operations, and prospects could be materially adversely affected.
  • Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which has caused, and may in the future cause, our results of operations to fluctuate significantly.
  • Our business is typically affected by seasonality, which results in fluctuations in our operating results.
  • The use of AI/ML technologies in our platform and in our business may result in reputational harm or liability and could materially adversely affect our business, financial condition, results of operations, and prospects.
  • We are making substantial investments to expand our technologies, tools, and offerings to capitalize on new and unproven business opportunities, including investment in AI/ML tools and technologies, and expect to increase such investments in the future. These initiatives are risky, and we may never realize any expected benefits from them.
  • Internet search engines drive traffic to our network, and if we fail to appear prominently in search results, our new consumer growth could decline, and our business, financial condition, results of operations, and prospects could be materially adversely affected.
  • We rely on mobile operating systems and app marketplaces to make our app available to consumers, and if we do not effectively operate with or receive favorable placements within such app marketplaces and maintain reviews from consumers, our usage or brand recognition could decline and our business, financial results, results of operations, and prospects could be materially adversely affected.
  • Restrictions imposed by our outstanding indebtedness and any future indebtedness may limit our ability to operate our business, to finance our future operations or capital needs, or to engage in acquisitions or other business activities necessary to achieve growth.
  • The loss of Bryan Leach, our Founder, Chief Executive Officer, President, and Chairman of our board of directors, or one or more of our senior management team or key personnel, or our failure to attract new or replacement members of our senior management team or other key personnel in the future, could materially adversely affect our business, financial condition, results of operations, and prospects.
  • An inability to attract, successfully onboard, and retain highly qualified employees, including as a result of restrictive changes to immigration laws or the varying application of immigration laws, may hamper our growth and cause our revenues to decline, adversely affecting our business.
  • Failure to deal effectively with fraudulent or other improper transactions could materially adversely affect our business, financial condition, results of operations, and prospects.
  • We rely in part on licensed money transmitters to enable consumers to cash out their earned rewards from our D2C properties, and the failure to manage our relationships with such third parties could impact our platform and materially adversely affect our business, financial condition, results of operations, and prospects.
  • We rely primarily on insurance policies to insure our operations-related risks. If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could materially adversely affect our business, financial condition, results of operations, and prospects.
  • If we cannot maintain our Company culture as we grow, our business and competitive position may be harmed.
  • Operating and growing our business may require additional capital, and if capital is not available to us, our business, financial condition, results of operations, and prospects may suffer.
  • Acquisitions and strategic alliances could distract management and expose us to financial, execution, and operational risks that could materially adversely affect our business, financial condition, results of operations, and prospects.
  • The effects of health epidemics have had, and may in the future have, an adverse impact on our business, operations, and the markets and communities in which we and our partners operate.
  • Our collection cycles can vary, and we may experience difficulty collecting accounts receivable that could materially adversely affect our business, financial condition, results of operations, and prospects.
  • We are and may become involved in litigation or legal proceedings that could materially adversely affect us.
  • An increase in interest rates could materially adversely impact our business.
  • Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses, including unauthorized use or disclosure of consumer data.
  • Although we do not currently have any plans to expand our operations outside of the United States, if we attempt and fail to expand effectively in international markets, our business, financial condition, results of operations, and prospects could be materially adversely affected.
  • Risks Related to Our Platform
  • We are making substantial investments in our technologies, and if we do not continue to innovate and further develop our platform, our platform developments do not perform, or we are not able to keep pace with technological developments, we may not remain competitive, and our business, financial condition, results of operations, and prospects could be materially adversely affected.
  • If our security measures or information we collect and maintain are compromised or publicly exposed, clients, publishers, retailers, and consumers may curtail or stop using our platform, and we could be subject to claims, penalties, and fines.
  • Our ability to generate revenue depends on the collection, reliability, and use of significant amounts of data from various sources, which may be restricted by consumer choice, restrictions imposed by publishers, browsers, integrated retailers, or software developers, changes in technology, and new developments in laws, regulations, and industry requirements or standards.
  • Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our platform, including our websites and mobile app, and any significant disruption in service could result in a loss of clients, publishers, retailers, and consumers.
  • We are dependent on technology systems and electronic communications networks that are supplied and managed by third parties, which could result in increased expenses and an inability to prevent or respond to disruptions in our solutions.
  • We allow our clients and publishers to use application programming interfaces (APIs) with our platform, which could result in outages or security breaches and materially adversely impact our business, financial condition, results of operations, and prospects.
  • If the use of mobile device identifiers, third-party cookies, or other tracking technology or location information is rejected by consumers, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, our performance could decline and we could lose clients, consumers, and revenue.
  • Our business relies in part on electronic messaging, including emails and mobile app notifications, and any technical, legal, or other restrictions on the sending of electronic messages or an inability to timely deliver such communications could materially adversely affect our business, financial condition, results of operations, and prospects.
  • We depend on the interoperability of our platform across third-party apps and services that we do not control.
  • Risks Related to Our Intellectual Property
  • We may not be able to adequately protect our intellectual property rights and have been, and may in the future be, accused of infringing intellectual property rights of third parties.
  • Some of our solutions contain open source software, which may pose particular risks to our proprietary software and solutions.
  • We may be unable to continue to use our domain names or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.
  • Risks Related to Government Regulation, Tax, or Accounting Standards
  • Failure to comply with federal and state privacy, data protection, marketing, and consumer protection laws, regulations, and industry standards, or the expansion of current, or the enactment or adoption of new privacy, data protection, marketing, and consumer protection laws, regulations, or industry standards, could materially adversely affect our business, financial condition, results of operations, and prospects.
  • Changes to or the passage of new federal, state, or local laws, including changing interpretations or enforcement by relevant authorities, regarding digital coupons, digital shelf tags, or dynamic pricing could impact our rewards programs and other offerings.
  • Changes to federal and state laws, including changing interpretations by relevant authorities, regarding money services businesses and money transmitters could impact our rewards programs and other offerings.
  • If we do not comply with the specialized regulations and laws in the United States that regulate marketing and promotions, our business, financial condition, results of operations, and prospects could be materially adversely affected.
  • The federal and state “Tied-House” laws governing ownership interests in alcoholic beverage manufacturers, wholesalers, and retailers could materially adversely affect our business, financial condition, results of operations, and prospects.
  • Changes in laws and regulations related to the internet or changes to internet infrastructure may diminish the demand for our solutions, and could materially adversely affect our business, financial condition, results of operations, and prospects.
  • If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
  • We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, particularly as we are no longer an “emerging growth company,” which could materially adversely affect our business, financial condition, results of operations, and prospects.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income may be limited.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be materially adversely affected.
  • Failure to comply with anti-bribery and anti-corruption laws, anti-money laundering laws, and similar laws could subject us to penalties and other adverse consequences.
  • Changes in tax laws could affect our effective tax rates, business, financial condition, and results of operations.
  • Risks Related to Ownership of Our Class A Common Stock
  • We cannot predict the effect our dual class structure may have on the trading price of our Class A common stock.
  • The public trading price of our Class A common stock has fluctuated, and the value of our Class A common stock may decline.
  • We have adopted a Share Repurchase Program to repurchase shares of our Class A common stock; however, any future decisions to reduce or discontinue repurchasing our Class A common stock pursuant to the Share Repurchase Program could cause the market price of our Class A common stock to decline.
  • Although we do not expect to rely on the “controlled company” exemption under the listing standards of the New York Stock Exchange, we have the right to use such exemption, and therefore we could in the future avail ourselves of certain reduced corporate governance requirements.
  • Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline.
  • Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock.
  • Our amended and restated bylaws generally provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’
  • ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholders, or employees.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendation regarding our Class A common stock adversely, the market price and trading volume of our Class A common stock could decline.
  • Additional issuances of our stock will result in significant dilution to our stockholders.
  • General Risk Factors
  • Natural disasters and other events beyond our control could materially adversely affect our business, financial condition, results of operations, and prospects.
  • We do not intend to pay dividends on our Class A common stock in the foreseeable future, so any returns will be limited to the value of our Class A common stock.

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. We intend to defend the case vigorously. 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.

The opening of Item 3, Legal Proceedings.14

Sources

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