ibta-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-42018

IBOTTA, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)						35-2426358 (I.R.S. Employer Identification Number)

1400 16th Street, Suite 600 Denver, Colorado (Address of principal executive offices)						80202 (Zip Code)

(303) 593-1633

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.00001 per share	IBTA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of April 30, 2026, the registrant had outstanding 20,197,545 shares of Class A common stock and 3,077,424 shares of Class B common stock, each with a par value of $0.00001 per share.

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		Page
Special Note Regarding Forward-Looking Statements		2

Part I	FINANCIAL INFORMATION	5
Item 1	Condensed Financial Statements (Unaudited)	5
	Condensed Balance Sheets	5
	Condensed Statements of Operations	6
	Condensed Statements of Stockholders’ Equity	7
	Condensed Statements of Cash Flows	8
	Notes to the Condensed Financial Statements (Unaudited)	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4	Controls and Procedures	40

Part II	OTHER INFORMATION	41
Item 1	Legal Proceedings	41
Item 1A	Risk Factors	42
Item 2	Unregistered Sales of Equity Securities , Use of Proceeds , and Issuer Pur chases of Securities	94
Item 3	Defaults upon Senior Securities	94
Item 4	Mine Safety Disclosures	94
Item 5	Other Information	94
Item 6	Exhibits	96
	Signatures	97

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” “aim,” “look,” “wish,” “hope,” “pursue,” “propose,” “design,” “forecast,” “try,” “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our expectations regarding financial results and performance, including our operational and financial targets, key metrics, and our ability to maintain profitability and generate profitable growth over time;

•our ability to successfully execute our business and growth strategy;

•our expectations regarding the capabilities of our platform and technology;

•the sufficiency of our cash, cash equivalents, restricted cash, and marketable securities to meet our liquidity needs;

•the demand for the Ibotta Performance Network (IPN) including the size of our addressable market, market share, and market trends;

•our ability to renew, maintain, and expand our relationships with publishers, including with Walmart Inc. and our other publishers on the IPN;

•our ability to renew, maintain, and expand our relationships with clients, including in the grocery and general merchandise categories (CPG brands), and retailers;

•our ability to grow redeemers and redemptions;

•our expectations regarding the macroeconomic conditions;

•our ability to develop and protect our brand;

•our ability to effectively manage costs;

•our ability to develop new offerings, services, and features, bring them to market in a timely manner, and make enhancements to our platform;

•our ability to compete with existing and new competitors in existing and new markets and offerings;

•our ability to successfully expand our artificial intelligence and machine learning (AI/ML) capabilities;

•our ability to roll out LiveLift™ to our client base, including features that allow for increased frequency of campaign measurement and greater optimization capabilities;

•our expectations regarding outstanding litigation and legal and regulatory matters;

•our expectations regarding the effects of existing and developing laws and regulations, and our ability to comply with such laws and regulations, including privacy matters, emerging artificial intelligence regulations, so-called “algorithmic pricing” or “surveillance pricing” laws, and laws regulating digital discounts or digital shelf tags;

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•our ability to collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, and share data about clients, publishers, retailers, and consumers;

•our ability to manage and insure operations-related risk associated with our business;

•our expectations regarding our market opportunities, including in new and evolving markets;

•our ability to maintain the security and availability of the IPN;

•our expectations and management of future growth;

•our ability to expand into new verticals;

•our ability to maintain, protect, and enhance our intellectual property;

•the need to attract, hire, and retain highly skilled technology, sales, and other personnel and our expectations regarding our return-to-office policy for all our employees located in the Denver area;

•our ability to obtain additional capital and maintain cash flow or obtain adequate financing or financing on terms satisfactory to us;

•our expectations that we will not rely on the “controlled company” exemption under the listing standards of the New York Stock Exchange;

•our expectations regarding our share repurchase program;

•the increased expenses associated with being a public company; and

•the impact of regulatory and economic uncertainty, tariff and non-tariff trade measures imposed by the U.S. and other countries, any U.S. federal government shutdown, public health threats, general global instability, or geopolitical tensions and military conflicts including the ongoing conflicts between Russia and Ukraine and in the Middle East, on global capital and financial markets, political events, general economic conditions in the United States, and our business and operations.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate, and financial trends that we believe could materially adversely affect our business, financial condition, results of operations, and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties, and assumptions described in the section titled, “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events, or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

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We announce material information to the public through filings with the U.S. Securities and Exchange Commission, the investor relations page on our website (www.ibotta.com), press releases, public conference calls, and public webcasts. The information disclosed through the foregoing channels could be deemed to be material information. As such, 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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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Ibotta, Inc.

CONDENSED BALANCE SHEETS

(In thousands, except share and per share amounts)



	March 31, 2026		December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	164,596	$	186,612

Accounts receivable, less allowances of $1,409 and $2,494, respectively	183,052		208,709
Prepaid expenses and other current assets	13,353		12,604
Total current assets	361,001		407,925
Property and equipment, less accumulated depreciation of $3,712 and $3,029, respectively	23,212		23,434
Capitalized software development costs, less accumulated amortization of $26,279 and $24,165, respectively	26,482		24,193
Equity investment	4,531		4,531
Deferred tax assets, net	53,892		54,850
Operating lease assets	9,843		9,901
Other long-term assets	961		1,077
Total assets	$	479,922	$	525,911
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,237	$	10,840
Due to third-party publishers	106,293		107,601
Deferred revenue	2,701		2,935
User redemption liability	63,381		65,521
Accrued expenses	19,754		19,614
Other current liabilities	1,557		1,249
Total current liabilities	200,923		207,760
Long-term liabilities:
Operating lease liabilities, long-term	25,319		25,501
Unrecognized tax benefits, long-term	4,701		4,999
Total liabilities	230,943		238,260
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.00001 par value: 100,000,000 shares authorized and zero shares issued and outstanding as of March 31, 2026, and December 31, 2025	—		—
Class A common stock, $0.00001 par value: 3,000,000,000 shares authorized, 29,764,560 shares issued, and 20,427,707 shares outstanding as of March 31, 2026; 3,000,000,000 shares authorized, 29,429,656 shares issued, and 22,041,313 shares outstanding as of December 31, 2025	—		—
Class B common stock, $0.00001 par value: 350,000,000 shares authorized and 3,077,424 shares issued and outstanding as of March 31, 2026; 350,000,000 shares authorized and 3,137,424 shares issued and outstanding as of December 31, 2025	—		—
Treasury stock, at cost, 9,336,853 shares as of March 31, 2026 and 7,388,343 shares as of December 31, 2025	(312,719)		(267,575)
Additional paid-in capital	708,891		692,097
Accumulated deficit	(147,193)		(136,871)
Total stockholders' equity	248,979		287,651
Total liabilities and stockholders' equity	$	479,922	$	525,911

See accompanying notes to the condensed financial statements.

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Ibotta, Inc.

SEC Form 10-Q filed by Ibotta Inc.