DEF 14A of Ibotta, Inc., Apr 7, 2026

DEF 14A of Ibotta, Inc.

Filed Apr 7, 2026 · FY20250001628280-26-024105

Open on EDGAR

  1. Availability of Bylaws

    Availability of Bylaws A copy of our amended and restated bylaws is available via the SEC’s website. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates.

  2. Availability of Bylaws

    | Ibotta, Inc. | 8 | 2026 Proxy Statement |

  3. Availability of Bylaws

    Board of Directors and Corporate Governance Our business affairs are managed under the direction of our Board of Directors. Our Board of Directors currently consists of seven directors, six of whom qualify as “independent” under the corporate governance requirements of the New York Stock Exchange (NYSE). We have a classified Board of Directors, consisting of two classes with two directors each and one class with three directors, each serving staggered, three-year terms. Our Board of Directors welcomes a range of different viewpoints and perspectives in the boardroom. Our Board of Directors is comprised of two female directors, four male directors, and one undisclosed director. In terms of tenure on our Board of Directors, our directors have varied experiences: one director has served for 1-3 years, two directors have served for 4-9 years, and four directors have served over 10 years. Our Board of Directors is comprised of one African American director, one Asian director, four white directors, and one undisclosed director. The following table sets forth, as of April 7, 2026, the names, ages, and certain other information for each of our directors.

  4. Availability of Bylaws

    | Director | Class | Committee(s) | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Directors with Terms Expiring at the Annual Meeting/Nominees | | | | | | | Amit Doshi, Age 48 Director | II | AC^, NCGC* | 2011 | 2026 | 2029 | | Larry Sonsini, Age 85 Director | II | NCGC | 2014 | 2026 | 2029 | | Continuing Directors | | | | | | | Bryan Leach, Age 48 Founder, Chief Executive Officer, President, and Chairman | III | | 2011 | 2027 | N/A | | Stephen Bailey, Age 46 Director | III | CC, NCGC | 2024 | 2027 | N/A | | Valarie Sheppard, Age 62 Director | III | AC*^, CC | 2021 | 2027 | N/A | | Amanda Baldwin, Age 47 Director | I | CC* | 2021 | 2028 | N/A | | Thomas Lehrman, Age 53 Director | I | AC^ | 2015 | 2028 | N/A |

  5. Availability of Bylaws

    *Chair; ^ Financial Expert; AC = Audit Committee; CC = Compensation Committee; NCGC = Nominating and Corporate Governance Committee

  6. Availability of Bylaws

    | Ibotta, Inc. | 9 | 2026 Proxy Statement |

  7. Board Skills Matrix

    Board Skills Matrix Our Board of Directors and the Nominating and Corporate Governance Committee believe the skills, experience, and diversity of backgrounds of our directors provide us with a diverse range of perspectives to provide effective oversight, address our evolving needs, and represent the best interests of our shareholders.

  8. Board Skills Matrix

    | Key Skills / Board Members | | Bryan Leach | Stephen Bailey | Amanda Baldwin | Amit Doshi | Thomas Lehrman | Valarie Sheppard | Larry Sonsini | | | CEO Experience | • | • | • | • | • | | • | | | Operational Expertise | • | • | • | • | • | • | • | | | Marketing & Digital Media | • | • | • | | | • | | | | Product & AdTech | • | • | • | | | • | | | | Public Company | • | • | • | | | • | • | | | Cybersecurity | | • | | | | | | | | Financial & Accounting | • | • | • | • | • | • | • | | | Risk Management & Corporate Governance | • | • | • | • | • | • | • | | | Legal & Regulatory | • | • | | • | • | | • | | | Human Capital & Talent Development | • | • | • | • | • | • | • |

  9. Board Skills Matrix

    | Ibotta, Inc. | 10 | 2026 Proxy Statement |

  10. Nominees for Director

    Nominees for Director

  11. Nominees for Director

    | Amit Doshi Director Age: 48 Director Since: 2011 Committees: Audit, Nominating and Corporate Governance (Chair) | Mr. Doshi has served as a member of our Board of Directors since December 2011. Since 2012, Mr. Doshi has been the Managing Partner and Portfolio Manager at Harbor Spring Capital, LLC, an investment firm which he founded. From 2008 to 2012, he was a Managing Director at Tiger Global Management, LLC, an investment firm. From 2002 to 2004, he was an Associate at Madison Dearborn Partners, an investment firm. From 2000 to 2002, he was an Analyst at Goldman Sachs, an investment banking firm. Mr. Doshi holds a Bachelor’s degree in Economics, a Master of Business Administration, and a J.D. from Harvard University. We believe Mr. Doshi’s background in management positions, investments, and finance qualifies him to serve on our Board of Directors. | | Larry Sonsini Director Age: 85 Director Since: 2014 Committees: Nominating and Corporate Governance | Mr. Sonsini has served as a member of our Board of Directors since October 2014. Mr. Sonsini is a Senior and Founding Partner of Wilson Sonsini Goodrich & Rosati, P.C. where he has practiced since 1966 and served as Chief Executive Officer and Chairman for more than 35 years. Mr. Sonsini received an A.B. degree in Political Science and a J.D. from the University of California at Berkeley. We believe Mr. Sonsini’s extensive legal experience advising public companies and, in particular, other technology companies, as a former member of the New York Stock Exchange Board of Directors, and his experience serving on public company boards qualify him to serve on our Board of Directors. |

  12. Nominees for Director

    | Ibotta, Inc. | 11 | 2026 Proxy Statement |

  13. Continuing Directors

    Continuing Directors Bryan Leach, Founder, Chief Executive Officer, President, and Chairman. Mr. Leach founded Ibotta in 2011, when he realized the need for a more innovative approach to connecting consumer packaged goods (CPG) brands, retailers, and consumers through technology. Today, the Company runs a leading digital promotions network in the CPG industry, called the Ibotta Performance Network (IPN). The IPN consists of both third-party publishers like Walmart, Inc. (Walmart), and Ibotta’s direct-to-consumer cash back app, which has garnered over 50 million registered users. Since inception, the Company has credited over $2.7 billion in cash back and discounts, which has helped consumers pay for life’s necessities. Mr. Leach is a frequent commentator on digital performance marketing. He has been recognized as a Top 10 CEO in the United States (for small/medium size businesses) by Glassdoor.com, CEO of the Year by ColoradoBiz magazine, and EY Entrepreneur of the Year for the Rocky Mountain Region. Prior to Ibotta, Mr. Leach was a partner at Bartlit Beck LLP, a leading law firm, and served as a law clerk for Justice David Souter at the U.S. Supreme Court and Judge José Cabranes at the U.S. Court of Appeals for the Second Circuit. Mr. Leach holds an A.B. degree in Social Studies from Harvard College, a Masters of Philosophy degree in Economic and Social History from Oxford University (where he was a British Marshall Scholar), and a J.D. from Yale Law School. He has climbed to the summit of Colorado’s 58 tallest mountains, each over 14,000 feet in elevation. We believe that, as the Founder of the Company, Mr. Leach’s knowledge of the Company, experience building and leading the Company, and perspective as the Company’s Chief Executive Officer and President qualify him to serve on our Board of Directors. Stephen Bailey, Director. Mr. Bailey joined our Board of Directors in February 2024. Mr. Bailey is the Co-Founder and Chairman of ExecOnline, Inc., a leading provider of B2B leadership development solutions. He served as Chief Executive Officer of ExecOnline from April 2012 to March 2026. Prior to that, he served as Chief Executive Officer and Chief Product Officer of Frontier Strategy Group, LLC, a software and information services business, from January 2006 to May 2011. Before joining Frontier Strategy Group, Mr. Bailey was an associate in the venture capital and private equity group of WilmerHale. Since June 2020, Mr. Bailey has served on the Board of Directors and Audit Committee of Match Group, Inc. (NASDAQ: MTCH), a digital technology company designed to help people make connections. Mr. Bailey earned a J.D. from Yale Law School and a B.A. from Emory University. We believe that Mr. Bailey is qualified to serve on our Board of Directors because of his extensive management experience and experience with technology companies. Amanda Baldwin, Director. Ms. Baldwin joined our Board of Directors in August 2021. Since December 2023, Ms. Baldwin has served as the Chief Executive Officer of Olaplex Holdings, Inc., (NASDAQ: OLPX), a science-enabled haircare company. Prior to joining Olaplex, Ms. Baldwin served as Chief Executive Officer of Supergoop LLC from August 2016 to November 2023. Prior to joining Supergoop LLC, she served as a Senior Vice President at L Catterton, a global consumer-focused investment fund, collaborating with management teams across the portfolio with a particular focus on the beauty sector. She previously led the omnichannel marketing strategy of Dior Beauty North America at Louis Vuitton Moet Hennessy (LVMH) and held several positions at Clinique, a part of The Estée Lauder Companies (NYSE: EL). Ms. Baldwin currently serves on the Board of Directors of Olaplex and KIPP NYC, a charter school network. Ms. Baldwin holds an M.B.A. from the University of Pennsylvania Wharton School and an A.B. from Harvard University. We believe that Ms. Baldwin is qualified to serve on our Board of Directors because of her marketing and management expertise.

  14. Continuing Directors

    | Ibotta, Inc. | 12 | 2026 Proxy Statement |

  15. Continuing Directors

    Thomas Lehrman, Director. Mr. Lehrman joined our Board of Directors in March 2015. Mr. Lehrman has been the Managing Partner of Teamworthy Ventures, a venture investment firm, since January 2015. Mr. Lehrman also has served as Co-Founder and director of Gerson Lehrman Group, a research and information services company, since June 1998, and served as its Co-CEO from June 1998 to August 2001. Mr. Lehrman also worked as an Office Director in the International Security and Nonproliferation Bureau at the U.S. State Department from 2006 to 2007 and started his investing career as a financial analyst at Tiger Management from 1995 to 1997. He holds a B.A. in History from Duke University and a J.D. from Yale Law School. We believe that Mr. Lehrman is qualified to serve on our Board of Directors because of his management experience and experience in investing and finance. Valarie Sheppard, Lead Independent Director. Ms. Sheppard has served as a member of our Board of Directors since August 2021 and served as our Interim Chief Financial Officer from March 2025 to August 2025. Ms. Sheppard previously worked at Procter & Gamble (P&G) (NYSE: PG) as Treasurer, Controller, and Executive Vice President Company Transition Leader from April 2019 until she retired from P&G in March 2021. Previously, she served as P&G’s Senior Vice President, Treasurer, and Comptroller from October 2013 to April 2019, and in various other roles since July 1986. Ms. Sheppard led P&G’s Corporate Finance, Accounting, and Treasury team, responsible for the external financial reporting, financial planning, global business development, and treasury operations for company businesses and operations in over 70 countries, with annual sales of more than $65 billion. She also led the global implementation of P&G’s new organization design, P&G’s most significant restructuring initiative in 25 years. Since joining P&G as a tax analyst in July 1986, Ms. Sheppard held varied roles within the company, including finance and accounting positions in Fabric Care, Home Care, and Beauty businesses, both in the U.S. and internationally. Ms. Sheppard previously served as a board member of the Federal Reserve Bank of Cleveland, from January 2018 to December 2021 and Innovative International Acquisition Corp. (NASDAQ: IOAC) from October 2021 to July 2023. Ms. Sheppard was also a board member at Sovos Brands Inc. (NASDAQ: SOVO), from September 2021 until it was sold in 2024 and of Anixter International, Inc., a distributor of network and security solutions, from 2015 to 2020. She has served as a board member of McCormick & Company, Inc. (NYSE: MKC) since June 2024, and KDC-One, a package design and manufacturing solutions provider, since April 2021. She has also supported innovation in the Cincinnati, Ohio community as board chair of Cintrifuse from 2013 to 2021, an organization that connects the region’s start-up companies to advice, talent, funding, and customers. Ms. Sheppard holds a Bachelor’s degree in Accounting and a Master’s degree in Industrial Administration from Purdue University. We believe Ms. Sheppard’s extensive finance and management experience qualifies her to serve on our Board of Directors.

  16. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee may use a variety of methods, including engaging the services of outside consultants and search firms, to identify and evaluate director nominees. Our Nominating and Corporate Governance Committee works with our Board of Directors to determine the desired qualifications, expertise, and characteristics of our Board of Directors, including such factors as business experience and diversity, including differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. Our Nominating and Corporate Governance Committee and our Board of Directors evaluate each director candidate in the context of the membership of the Board of Directors as a group, with the objective of maintaining a Board of Directors that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of backgrounds and experiences in various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the Company, and other qualifications and characteristics set forth in the Nominating and Corporate Governance Committee charter. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation,

  17. Considerations in Evaluating Director Nominees

    | Ibotta, Inc. | 19 | 2026 Proxy Statement |

  18. Considerations in Evaluating Director Nominees

    issues of character, professional ethics, and integrity, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board of Directors, skills that are complementary to the Board of Directors, an understanding of our business, an understanding of the responsibilities that are required of a member of the Board of Directors, other time commitments, and diversity with respect to professional background, education, race, ethnicity, gender, age, and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. Members of our Board of Directors are expected to prepare for, attend, and actively participate in all Board of Directors and applicable committee meetings. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our shareholders’ best interests. After completing its review and evaluation of director candidates, including incumbent directors, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for election.

  19. Director Compensation

    Director Compensation Our Outside Director Compensation Policy provides that all non-employee directors serving on the Audit, Compensation, and Nominating and Corporate Governance Committees will be entitled to receive the following cash compensation for their services on such committees: •$40,000 retainer per year; •$25,000 retainer per year for the Chair of the Board of Directors (as an employee director, Mr. Leach does not receive compensation in his role as Chairman of the Board of Directors); •$25,000 retainer per year for the lead non-employee director; •$20,000 retainer per year for the Chair of the Audit Committee or $10,000 retainer per year for each other member of the Audit Committee; •$15,000 retainer per year for the Chair of the Compensation Committee or $7,500 retainer per year for each other member of the Compensation Committee; and •$10,000 retainer per year for the Chair of the Nominating and Corporate Governance Committee or $5,000 retainer per year for each other member of the Nominating and Corporate Governance Committee. Each non-employee director who serves as the Chair of a committee will receive only the additional annual fee as the Chair of the committee and will not receive the additional annual fee as a member of the committee. All cash payments to non-employee directors will be paid quarterly in arrears and will be prorated as needed to reflect the director's length of service. In addition to the compensation structure described above, our Outside Director Compensation Policy provides the following equity incentive compensation program for non-employee directors. Each person who first becomes a non-employee director receives, on the first trading date on or after the date on which the person first becomes a non-employee director, an initial award of RSUs covering a number of shares having a value equal to $400,000, rounded to the nearest whole share. Each initial award vests as to one-third of the RSUs on each anniversary of the grant date, in each case subject to continued service through each relevant vesting date. If the person was a member of our Board of Directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an initial award. On the date of each of our annual meetings of shareholders, each non-employee director who has provided continuous service as a non-employee director from the date that is six months before that annual meeting of shareholders through the date of that annual meeting of shareholders automatically is granted an award of RSUs having a grant value of $200,000, rounded to the nearest whole share. Each annual award vests as to 100% of the RSUs on the earlier of (i) the first anniversary of the date the award is granted or (ii) the day prior to the date of the annual meeting of shareholders next following the date the award was granted, in each case subject to continued service through the applicable vesting date. At our last annual meeting of shareholders, we also granted Ms. Sheppard – who was then an employee director – an equity grant of RSUs for her service on our Board of Directors having a grant value of $200,000, rounded to the nearest whole share. Such grant will vest on the same terms as the awards granted to our non-employee directors. With respect to equity awards granted to a non-employee director while such individual was a non-employee director, in the event of a change in control of our Company, the non-employee director will fully vest in and have the right to exercise his or her outstanding equity awards (including those granted pursuant to our Outside

  20. Director Compensation

    | Ibotta, Inc. | 23 | 2026 Proxy Statement |

  21. Director Compensation

    Director Compensation Policy). Additionally, with respect to equity awards with performance-based vesting granted to a non-employee director while such individual was a non-employee director, in the event of a change in control of our Company, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable award agreement or other written agreement between the non-employee director and us. Our Outside Director Compensation Policy includes a maximum annual limit of $750,000 (or $1,000,000 for the fiscal year in which the individual begins service as a non-employee director), on the combined value of cash compensation and equity awards (based on the grant date fair value for purposes of this limit) that may be paid, issued, or granted to a non-employee director in any fiscal year. Any amounts received for services as an employee or as a consultant are excluded for purposes of these limits. Our Outside Director Compensation Policy provides for the reimbursement of our non-employee directors for reasonable, customary, and documented travel expenses to attend meetings of our Board of Directors and committees of our Board of Directors. Compensation for our non-employee directors is not limited to the equity awards and payments set forth in our Outside Director Compensation Policy. Our non-employee directors remain eligible to receive equity awards and cash, or other compensation outside of the Outside Director Compensation Policy, as may be provided from time to time at the discretion of our Board of Directors. The table below summarizes the compensation of each person serving as a non-employee director for the year ended December 31, 2025. Except as described herein, directors who are also our employees receive no additional compensation for their service as directors. Bryan Leach and Valarie Sheppard were our only employee directors during fiscal 2025. See the section titled “Executive Compensation” for additional information about each of Mr. Leach’s and Ms. Sheppard’s compensation.

  22. Fiscal 2025 Non-Employee Director Compensation

    Fiscal 2025 Non-Employee Director Compensation

  23. Fiscal 2025 Non-Employee Director Compensation

    | Name | Fees Paid or Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | | Stephen Bailey | 55,172 | 200,000 | 255,172 | | Amanda Baldwin | 55,000 | 200,000 | 255,000 | | Amit Doshi | 78,705 | 200,000 | 278,705 | | Thomas Lehrman | 54,008 | 200,000 | 254,008 | | Larry Sonsini | 45,000 | 200,000 | 245,000 |

  24. Fiscal 2025 Non-Employee Director Compensation

    1.The amounts reported in this column represent the aggregate grant date fair value of each award as calculated in accordance with Accounting Standards Codification (ASC) 718. The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 11 to our audited financial statements for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K filed with the SEC on February 25, 2026. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting of the applicable awards.

  25. Fiscal 2025 Non-Employee Director Compensation

    | Ibotta, Inc. | 24 | 2026 Proxy Statement |

  26. Fiscal 2025 Non-Employee Director Compensation

    The following lists all unexercised option awards (whether or not exercisable) and outstanding stock awards held by each person serving as a non-employee director as of December 31, 2025. All of the non-employee directors’ outstanding stock awards listed below remained unvested as of December 31, 2025.

  27. Fiscal 2025 Non-Employee Director Compensation

    | Name | Aggregate Number of Shares Underlying Outstanding Options (#) | Aggregate Number of Shares Underlying Outstanding Stock Awards (#) | | Stephen Bailey | — | 7,059 | | Amanda Baldwin | 40,810 | 7,059 | | Amit Doshi | — | 7,059 | | Thomas Lehrman | — | 7,059 | | Larry Sonsini | — | 7,059 |

  28. Fiscal 2025 Non-Employee Director Compensation

    | Ibotta, Inc. | 25 | 2026 Proxy Statement |

  29. Fiscal 2025 Non-Employee Director Compensation

    PROPOSAL NO. 1: Election of Directors Our Board of Directors is currently composed of seven members. We have a classified Board of Directors consisting of two classes with two directors each and one class with three directors, with each of our directors serving staggered three-year terms. At each annual meeting of shareholders, the nominees for directors shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier resignation or removal.

  30. Executive Compensation Policies and Practices

    | What We Do: | What We Don’t Do: | | Maintain an Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors who establish our compensation policies and practices. | No Executive Retirement Plans. We do not offer defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our named executive officers, other than the plans and arrangements that are available to all employees. | | Retain an Independent Compensation Advisor. The Compensation Committee has engaged Compensia, an independent compensation consultant, to provide information, analysis, and compensation advice, independent of management. Compensia performed no other consulting or other services to us in fiscal 2025. | No Perquisites. We do not provide perquisites and other personal benefits to our named executive officers. | | Annual Executive Compensation Review. The Compensation Committee reviews and approves our executive compensation strategy on an annual basis, including a review of our compensation peer group, and conducts an annual review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking. | No Tax Payments on Change-in-Control Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. |

  31. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Our aim is to provide an executive compensation program that is competitive, rewards achievement of business objectives, and aligns our named executive officers’ interests with the interests of our shareholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives: •Provide compensation and benefits that will attract, retain, motivate, and reward a highly talented team of executive officers; •Establish a direct link between our financial and operational results and strategic objectives and the compensation of our executive officers; and •Align the interests and objectives of our executive officers with those of our shareholders by linking their long-term equity incentive compensation opportunities to long-term shareholder value creation, and their cash incentives to our annual performance. We structure the annual compensation of our named executive officers using three principal elements – base salary, annual cash bonus opportunities, and long-term equity incentive opportunities in the form of equity awards, in order to align the interests of our named executive officers and shareholders and to link pay with performance. We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. As described below, the Compensation Committee considers a variety of factors in determining, or recommending to our Board of Directors for approval, the appropriate yearly mix among such compensatory elements, including our compensation philosophy and the value of outstanding equity awards granted in prior years.

  32. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to retain an external compensation consultant to assist the Compensation Committee in discharging its responsibilities by providing information, analysis, and other guidance relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The compensation consultant reports directly to the Compensation Committee and its chair and serves at the discretion of the Compensation Committee, which reviews the engagement annually.

  33. Role of Compensation Consultant

    | Ibotta, Inc. | 37 | 2026 Proxy Statement |

  34. Role of Compensation Consultant

    For fiscal 2025, the Compensation Committee retained Compensia to serve as its compensation consultant to advise on executive compensation matters – including competitive market pay practices for our executive officers – and with the data analysis and selection of the compensation peer group. During fiscal 2025, Compensia attended Compensation Committee meetings (both with and without management present) and provided various services, including: •The review, analysis, and updating of our compensation peer group; •The review and analysis of the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our named executive officers against competitive market data based on the companies in our compensation peer group and selected compensation surveys; •An analysis of our equity utilization; •Consultation with the Compensation Committee chair and other members between Compensation Committee meetings; and •Support on other ad hoc matters throughout the year. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that Compensia is independent from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during fiscal 2025. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), the New York Stock Exchange listing standards, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

  35. Competitive Positioning

    Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. The Compensation Committee reviews and considers the practices of a select group of peer companies for purposes of evaluating executive compensation levels, executive pay design practices, Board of Directors compensation, and total equity utilization. The Compensation Committee reviews the executive compensation peer group on an annual basis prior to conducting market assessments. The compensation peer group consists of companies that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee considers in making its decisions or recommendations to the Board of Directors with respect to the compensation of our named executive officers. The companies in the compensation peer group for fiscal 2025 were approved by the Compensation Committee, with the advice and input from Compensia, in the fall of 2024. In approving the compensation peer group, the Compensation Committee and Compensia considered the following primary criteria: •U.S.-headquartered, publicly traded companies; •Companies with a primary focus on software, internet and direct marketing, retail, advertising, and interactive media and services; •Similar revenues within a range of approximately 0.8x to 3.0x of our then-trailing four fiscal quarters’ revenue of approximately $355 million; and •Similar market capitalization within a range of approximately 0.6x to 4.1x of our then-market capitalization of approximately $1.675 billion. After evaluating the 2024 peer companies against these criteria, the Compensation Committee removed AppFolio, Duolingo, EngageSmart, Klaviyo, and Procore Technologies and approved the compensation peer group for use in 2025, consisting of:

  36. Competitive Positioning

    | Amplitude* | Flywire | Remitly Global | | Braze | GoodRx* | Smartsheet | | C3.ai | LiveRamp Holdings* | SproutSocial | | Clearwater Analytics | Magnite* | Vertex | | Coursera* | MeridianLink* | Workiva | | DoubleVerify | QuinStreet* | |

  37. Competitive Positioning

    *Not included in the 2024 compensation peer group and added to the 2025 compensation peer group The Compensation Committee used data drawn from the companies in our compensation peer group, as well as data from custom data cuts drawn from the Radford Global Technology Survey database and from Compensia’s proprietary database, to evaluate the competitive market when determining the total direct compensation packages for our named executive officers, including base salary, target annual cash bonus opportunities, and long-term incentive compensation opportunities.

  38. Competitive Positioning

    | Ibotta, Inc. | 39 | 2026 Proxy Statement |

  39. Compensation Setting

    Compensation Setting Each year, the Compensation Committee conducts a review of the compensation arrangements of our executive officers. As part of this review, the Compensation Committee evaluates the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers and all related performance criteria. The Compensation Committee does not establish a specific target for formulating the target total direct compensation opportunities of our executive officers. In making decisions about the compensation of our executive officers, the members of the Compensation Committee rely primarily on their general experience and subjective consideration of various factors, including: •our executive compensation program objectives; •our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board of Directors; •each individual executive officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; •the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; •the prior performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values; •the potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives; •the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each named executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and •the recommendations of our Chief Executive Officer with respect to the compensation of our executive officers (except with respect to his own compensation). These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each named executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer, and business judgment in making their decisions or recommendations to our Board of Directors. The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our named executive officers. Instead, in making its determinations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies – to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment – as well as more broad-based compensation surveys to gain a general understanding of market compensation levels.

  40. Compensation Elements

    Compensation Elements Generally, our executive compensation program consists of three principal elements – base salary, annual cash bonus opportunities, and long-term incentive compensation in the form of equity awards:

  41. Compensation Elements

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain executives by providing fixed compensation amounts that are competitive in the market and reward performance | | Annual Cash Bonuses | Variable | Cash | Designed to motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these annual objectives | | Long-Term Equity Incentive Compensation | Variable | Equity awards in the form of RSUs | Designed to align the interests of our executives and our shareholders by motivating them to create sustainable long-term shareholder value |

  42. Annual Cash Bonuses

    Annual Cash Bonuses Each of our named executive officers (other than Ms. Sheppard) participated in our 2025 bonus plan (2025 Bonus Plan) and was eligible to receive an annual cash incentive under the 2025 Bonus Plan. Ms. Sheppard did not participate in the 2025 Bonus Plan given her expected duration as Interim Chief Financial Officer. Under the 2025 Bonus Plan, annual cash bonus opportunities and payments were based upon an eligible percentage of each participant’s base salary. In November 2024, the Compensation Committee reviewed the target annual cash bonus opportunities of our then-current named executive officers, taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our Chief Executive Officer (except with respect to his own target annual cash bonus opportunity) as well as the other factors described above. Following this review, the Compensation Committee recommended to our Board of Directors that no adjustments be made to the 2025 target annual cash bonus opportunity (as a percentage of base salary) of each of our then-current named executive officers. In December 2024, our Board of Directors approved the 2025 target annual cash bonus opportunity for each of our then-current named executive officers based on the recommendation of the Compensation Committee. At the time we hired Messrs. Puckett and Riedy, the Compensation Committee, or the Board of Directors in the case of Mr. Riedy, considered market data provided by Compensia, including data from our peer group, in setting their annual cash bonus opportunity.

  43. Annual Cash Bonuses

    | Ibotta, Inc. | 42 | 2026 Proxy Statement |

  44. Annual Cash Bonuses

    The target bonus amounts for our named executive officers for fiscal 2025 were as follows:

  45. Annual Cash Bonuses

    | Named Executive Officer | 2024 Target Incentive (%) | 2025 Target Incentive (%) | Percentage Adjustment (%) | | Bryan Leach | 100 | 100 | — | | Matt Puckett(1) | — | 81.8 | — | | Chris Riedy(2) | — | 100 | — | | David Shapiro | 55.5 | 55.5 | — | | Luke Swanson | 100 | 100 | — | | Valarie Sheppard(3) | — | — | — | | Sunit Patel(4) | 100 | 100 | — | | Richard Donahue(5) | 75 | 75 | — |

  46. Annual Cash Bonuses

    1.Mr. Puckett’s employment started on August 25, 2025, and under the terms of his offer letter, his 2025 bonus was guaranteed at target. 2.Mr. Riedy’s employment started on January 13, 2025. 3.Ms. Sheppard served as our Interim Chief Financial Officer from March 14, 2025, through August 25, 2025, and was not eligible to participate in the 2025 Bonus Plan. 4.Mr. Patel’s employment ended March 28, 2025. 5.Mr. Donahue’s employment ended September 12, 2025.

  47. 2025 Bonus Plan

    2025 Bonus Plan Under our 2025 Bonus Plan, eligible employees were able to earn cash bonuses based on our achievement of 2025 annual targets for Adjusted EBITDA of $121 million and revenue of $404 million, which were weighted equally, and contingent on the Company achieving 70% of the 2025 Bonus Plan revenue goal. If we achieved 75% of the annual target for an applicable performance measure, the 2025 Bonus Plan payout percentage with respect to that measure was 75% scaling up linearly to a 125% payout percentage at 125% achievement of the annual target for that performance measure. We selected these two performance measures because we believe they are indicators of both top-line and bottom-line financial performance and provide incentives that drive the efficient, long-term growth of the Company. In establishing the performance goals and associated payout levels under our 2025 Bonus Plan, we considered exceptional performance to be necessary to achieve the Adjusted EBITDA and revenue targets. Under our 2025 Bonus Plan: “Adjusted EBITDA” was defined as earnings before interest income, net, provision for (benefit from) income tax, and depreciation and amortization, and excludes stock-based compensation, change in fair value of derivative, loss on debt extinguishment, restructuring charges, and other expense, net, as reported in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. “Revenue” was defined as GAAP revenue, as reported in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. In addition, our Compensation Committee had the discretion to adjust bonus payouts payable under the 2025 Bonus Plan based on a comprehensive assessment of both individual and organizational performance and did not exercise this discretion in 2025, except as described in the next paragraph. Payments to each named executive officer under our 2025 Bonus Plan were capped at 125% of the named executive officer’s annual target bonus opportunity.

  48. 2025 Bonus Plan

    | Ibotta, Inc. | 43 | 2026 Proxy Statement |

  49. 2025 Bonus Plan

    Following the end of 2025, the Compensation Committee reviewed our performance against the Adjusted EBITDA and revenue performance measures and certified for 2025 Adjusted EBITDA of $63.3 million (which reflects an adjustment to the reported number to exclude a one-time, non-recurring expense) and revenue of $342.4 million. Based on these results, our Board of Directors approved bonuses of 69% of the target amount for each named executive officer (other than Messrs. Puckett and Riedy) that remained employed by us at that time. Pursuant to the terms of his new hire offer letter with the Company, Mr. Puckett’s annual bonus was prorated and guaranteed at target for 2025. Pursuant to the terms of his incentive arrangement with the Company, Mr. Riedy’s 2025 bonus was calculated and paid on a semi-annual basis with the bonus amount determined based on Adjusted EBITDA and revenue results for each half of the year as measured against the applicable half-yearly targets. The Compensation Committee approved Company performance for the first half of 2025 resulting in an 89.5% payout and Company performance for the second half of 2025 resulting in a 56.82% payout, resulting in an average payout of 73.16% against target for Mr. Riedy. Both Messrs. Donahue’s and Patel’s employment with us ended prior to the end of 2025, and neither individual received any bonus for 2025. The actual bonus amounts payable to our named executive officers under the 2025 Bonus Plan are set forth below and in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table.”

  50. 2025 Bonus Plan

    | Named Executive Officer | 2025 Bonus Amount ($) | | Bryan Leach | 381,570 | | Matt Puckett | 159,041(1) | | Chris Riedy | 365,800 | | David Shapiro | 176,157 | | Luke Swanson | 320,850 | | Valarie Sheppard | —(2) | | Sunit Patel | — | | Richard Donahue | — |

  51. 2025 Bonus Plan

    1.Pursuant to the terms of his new hire offer letter with the Company, Mr. Puckett’s annual bonus was prorated and guaranteed at target for 2025. 2.Ms. Sheppard did not participate in the 2025 Bonus Plan but received a cash bonus of $36,000 for her service as a director that was paid after her resignation as Interim Chief Financial Officer.

  52. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We view long-term equity incentive compensation as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our shareholders. Equity awards also help us retain qualified executive officers in a competitive market. The amount, forms, and vesting terms of the equity awards granted to our executive officers are determined by the Compensation Committee after considering a competitive market analysis prepared by Compensia, the recommendation of our Chief Executive Officer (other than with respect to his own award), and the factors described above. The size of the equity awards is also intended to be competitive and result in target total direct compensation opportunities that the Compensation Committee believes are reasonable and appropriate. In January 2025, the Compensation Committee approved equity grants in the form of time-based RSUs covering our Class A common stock to Bryan Leach, David Shapiro, Luke Swanson, Sunit Patel, and Richard Donahue.

  53. Long-Term Equity Incentive Compensation

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  54. Long-Term Equity Incentive Compensation

    Separately, the Compensation Committee approved new hire awards in the form of time-based RSUs for Mr. Riedy, effective January 24, 2025, for Ms. Sheppard, effective March 27, 2025, and for Mr. Puckett, effective September 29, 2025. Additionally, because Ms. Sheppard was no longer eligible to receive an equity award under our Outside Director Compensation Policy during her employment with us, and in consideration of her continued service on our Board of Directors during this time, in May 2025, Ms. Sheppard received an equity award in the form of time-based RSUs with a grant date fair value of approximately $200,000, representing the annual equity award Ms. Sheppard would have received under the Outside Director Compensation Policy if she had not been serving as our Interim Chief Financial Officer. The Compensation Committee differentiated award amounts based on a competitive market analysis for the executive officers’ respective positions prepared by Compensia, negotiated offer letters with new hires, internal equity, past performance, and expected future contributions. The equity awards granted to our named executive officers in 2025 were as follows:

  55. Long-Term Equity Incentive Compensation

    | Named Executive Officer | Number of Restricted Stock Units (#) | | Bryan Leach | 148,654 | | Matt Puckett | 336,826 | | Chris Riedy | 132,384 | | David Shapiro | 37,683 | | Luke Swanson | 96,625 | | Valarie Sheppard | 37,102 | | Sunit Patel | 96,625 | | Richard Donahue | 59,461 |

  56. Long-Term Equity Incentive Compensation

    The unvested portion of the grants for Messrs. Patel and Donahue were forfeited in connection with their resignation of employment in 2025. The grant date fair values of these awards are included in the “Stock Awards” column of the “Summary Compensation Table," and the vesting schedules for these awards are included in the “Outstanding Equity Awards at Fiscal Year-End” table below.

  57. Practices with Regard to Timing of Equity Awards

    Practices with Regard to Timing of Equity Awards Our Board of Directors and Compensation Committee do not take material nonpublic information into account when determining the timing and terms of equity grants. In accordance with our policy and practice regarding the timing of equity grants, we avoid timing equity grants based on the release of material non-public information. We did not grant stock options to any of our named executive officers in 2025 and have never granted stock appreciation rights.

  58. Employment Arrangements

    Employment Arrangements In connection with our initial public offering, we entered a new employment letter with each of our then-current named executive officers, and we entered employment offer letters with our remaining named executive officers in connection with their initial employment with us. Each of these arrangements was approved on our behalf by the Compensation Committee or our Board of Directors. In filling each of our executive positions, the Compensation Committee or our Board of Directors, as applicable, recognized that we would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, the Compensation Committee or our Board of Directors were sensitive to the need to integrate new executive officers into the executive compensation structure, balancing both competitive and internal equity considerations. Each of our employment arrangements do not have a specific term and provide for at-will employment. Certain of our executive officers are also eligible to enter into change in control and severance agreements with the company. These post-employment compensation terms are discussed in the section titled “Post-Employment Compensation” below.

  59. Post-Employment Compensation

    Post-Employment Compensation We entered into change in control and severance agreements with our named executive officers (other than Ms. Sheppard), which provide for certain severance and change in control benefits as described therein. These agreements provide certain protections in the event of a termination of employment under specified circumstances, including following a change in control of the company. We did not enter into a change in control and severance agreement with Ms. Sheppard given the expected duration of her role as Interim Chief Financial Officer. We believe that these protections were necessary to induce these individuals to accept a demanding position with the Company and help retain them. These arrangements provide reasonable compensation to an executive officer if they leave our employ under certain circumstances to facilitate the transition to new employment. Further, in some instances, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement as a condition to receiving post-employment compensation payments or benefits. We also believe that these arrangements help maintain our executive officers’ continued focus and dedication to their duties. The terms and conditions of the change in control and severance agreements were approved by our Board of Directors after an analysis of competitive market data. All payments and benefits in the event of a change in control of the Company are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. The change in control and severance agreements do not require us to provide any tax gross-up payments.

  60. Taxation of Parachute Payments and Deferred Compensation

    Taxation of Parachute Payments and Deferred Compensation We do not provide, and have no obligation to provide, any of our named executive officers with a “gross-up” payment for any tax liability he or she might owe because of the application of Sections 280G, 4999 or 409A of the Code. If any of the payments or benefits provided for under the change in control and severance agreements or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the named executive officer would receive either full payment of such payments and benefits or such lesser amount that would cause no portion of the payments and benefits being subject to the excise tax, whichever results in the greater after-tax benefits to our named executive officer.

  61. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into consideration in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC Topic 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date fair value of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  62. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee examines and considers potential risks when approving, or recommending for approval to our Board of Directors, our compensation plans, policies, and practices for our executive officers. Because our employees’ base salaries are set, we do not believe they incentivize unnecessary risks. While our annual cash bonuses are geared towards achieving short-term Company goals, we believe that they appropriately balance risk with the desire to focus on short-term goals that are important to our long-term success. Our long-term incentives, in the form of equity awards, are vital to further align our employees’ interests with those of our shareholders. Given that such time-based awards generally have multi-year vesting timelines and that ultimately their final value is connected to our stock price, we do not believe they encourage excessive or unnecessary risk-taking. Based on this analysis, the Compensation Committee believes that the design of our compensation program encourages our named executive officers to remain focused on both short-term and long-term strategic goals, and that any risks associated with our program are unlikely to have a substantially negative impact on us.

  63. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for the year ended December 31, 2025, December 31, 2024, and December 31, 2023. Messrs. Puckett, Riedy, Shapiro, Patel, and Donahue and Ms. Sheppard were not named executive officers for the year ended December 31, 2023, and Messrs. Puckett, Riedy, Shapiro, and Donahue and Ms. Sheppard were not named executive officers for the year ended December 31, 2024.

  64. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Bryan Leach Founder, Chief Executive Officer, President, and Chairman | 2025 | 550,693 | 9,999,955 | — | 381,570 | 16,815(3) | 10,949,033 | | | 2024 | 494,383 | 25,284,867(4) | 2,433,974 | 480,691 | 17,991(5) | 28,711,906 | | | 2023 | 429,327 | 279,509 | 407,955 | 645,000 | 6,910(6) | 1,768,701 | | Matt Puckett Chief Financial Officer | 2025 | 169,231 | 9,444,601 | — | 159,041 | 6,184(7) | 9,779,057 | | Chris Riedy Chief Revenue Officer | 2025 | 461,538 | 9,879,818 | — | 365,800 | 11,916(8) | 10,719,072 | | David Shapiro Chief Legal Officer | 2025 | 459,231 | 2,534,935 | — | 176,157 | 15,116(9) | 3,185,439 | | Luke Swanson Chief Technology Officer | 2025 | 464,231 | 6,499,964 | — | 320,850 | 13,170(10) | 7,298,215 | | | 2024 | 446,448 | 5,736,016 | 494,254 | 434,194 | 10,482(11) | 7,121,394 | | | 2023 | 429,327 | 279,509 | 271,970 | 645,000 | 10,965(12) | 1,636,771 | | Valarie Sheppard Former Interim Chief Financial Officer | 2025 | 414,923 | 1,468,441 | — | — | 295,836(1)(13) | 2,179,200 | | Sunit Patel Former Chief Financial Officer | 2025 | 118,173 | 6,499,964 | — | — | 17,193(14) | 6,635,330 | | | 2024 | 388,074 | 4,518,008 | — | 377,425 | 15,086(15) | 5,298,593 | | Richard Donahue Former Chief Marketing Officer | 2025 | 245,231 | 3,999,941 | — | — | 17,797(16) | 4,262,969 |

  65. Summary Compensation Table

    1.The amounts reported in this column represent the aggregate grant date fair value of the awards granted to each named executive officer as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 11 to our audited financial statements for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards.

  66. Summary Compensation Table

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  67. Summary Compensation Table

    2.The amounts reported in this column for 2025 represent payments made under our 2025 Bonus Plan. The amounts reported in this column for 2024 and 2023 represent payments made under the bonus plans for those applicable years, which amounts were reported in the “Bonus” column to this Summary Compensation Table in prior filings with the SEC but are being included in this column in this filing to reflect the structure of those payments and how they were calculated and paid. 3.Consists of $13,125 in 401(k) plan matching contributions, $270 in life insurance premiums, and $3,420 in a phone stipend. 4.$14,265,859 of this amount represents the grant date fair value of the award of performance-based RSUs granted to Mr. Leach in April 2024 as calculated in accordance with ASC 718, based upon the probable outcome of the applicable performance conditions as determined through a Monte-Carlo simulation model. The value of this award at the grant date assuming that the highest level of performance conditions will be achieved is $22,038,016. 5.Consists of $17,859 in 401(k) plan matching contributions and $132 in life insurance premiums. 6.Consists of $6,785 in 401(k) plan matching contributions and $125 in life insurance premiums. 7.Consists of $5,923 in 401(k) plan matching contributions, $127 in life insurance premiums, and $134 in our lifestyle spending account. 8.Consists of $10,500 in 401(k) plan matching contributions, $366 in life insurance premiums, $750 in our lifestyle spending account, and $300 in a phone stipend. 9.Consists of $11,690 in 401(k) plan matching contributions, $774 in life insurance premiums, $2,352 in our lifestyle spending account, and $300 in a phone stipend. 10.Consists of $10,500 in 401(k) plan matching contributions, $270 in life insurance premiums, $1,800 in our lifestyle spending account, and $600 in a phone stipend. 11.Consists of $10,350 in 401(k) plan matching contributions and $132 in life insurance premiums. 12.Consists of $10,840 in 401(k) plan matching contributions and $125 in life insurance premiums. 13.Consists of $7,619 in 401(k) plan matching contributions, $548 in life insurance premiums, and $896 in our lifestyle spending account. Ms. Sheppard did not participate in the 2025 Bonus Plan but received a cash bonus of $36,000 for her service as a director that was paid after her resignation as Interim Chief Financial Officer. For her service as a director, Ms. Sheppard also earned a cash fee of $50,773 and was granted RSUs with an aggregate grant date fair value of $200,000. 14.Consists of $16,873 in 401(k) plan matching contributions and $320 in life insurance premiums. 15.Consists of $14,954 in 401(k) plan matching contributions and $132 in life insurance premiums. 16.Consists of $14,000 in 401(k) plan matching contributions, $197 in life insurance premiums, $3,150 in our lifestyle spending account, and $450 in a phone stipend.

  68. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows all plan-based awards granted to our named executive officers during fiscal year 2025:

  69. Grants of Plan-Based Awards in 2025

    | | | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards(1) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Bryan Leach | 1/13/2025(3) | | | | 148,654 | 9,999,955 | | | | 193,550 | 553,000 | 691,250 | | | | Matt Puckett | 9/29/2025(4) | | | | 336,826 | 9,444,601 | | | | 159,041 | 159,041 | 198,801 | | | | Chris Riedy | 1/24/2025(5) | | | | 132,384 | 9,879,818 | | | | 175,000 | 500,000 | 625,000 | | |

  70. Grants of Plan-Based Awards in 2025

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  71. Grants of Plan-Based Awards in 2025

    | | | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards(1) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | David Shapiro | 1/13/2025(3) | | | | 37,683 | 2,534,935 | | | | 89,355 | 255,300 | 319,125 | | | | Luke Swanson | 1/13/2025(3) | | | | 96,625 | 6,499,964 | | | | 162,750 | 465,000 | 581,250 | | | | Valarie Sheppard | 3/27/2025(6) | | | | 33,073 | 1,468,441 | | | 5/28/2025(7) | | | | 4,029 | 200,000 | | Sunit Patel | 1/13/2025(3) | | | | 96,625 | 6,499,964 | | | | 145,250 | 415,000 | 518,750 | | | | Richard Donahue | 1/13/2025(3) | | | | 59,461 | 3,999,941 | | | | 86,100 | 246,000 | 307,500 | | |

  72. Grants of Plan-Based Awards in 2025

    1.Reflects threshold, target, and maximum bonus amounts for fiscal 2025 performance under the 2025 Bonus Plan, as described in “Compensation Discussion and Analysis – Annual Cash Bonuses.” The actual bonus payouts were determined by the Compensation Committee and are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. 2.The amounts reported in this column represent the aggregate grant date fair value of the awards granted to each named executive officer as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 11 to our audited financial statements for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards. 3.These RSUs vested as to 1/16th of the shares of our Class A common stock underlying the RSUs on March 1, 2025, and 1/16th of the RSUs shall vest on each Quarterly Vesting Date (as defined below) thereafter, in each case subject to the individual’s continued role as a service provider to us. "Quarterly Vesting Date" means the first trading day on or after each of March 1, June 1, September 1, and December 1. 4.These RSUs vested as to 1/4th of the shares of our Class A common stock underlying the RSUs on September 1, 2026, and 1/16th of the RSUs shall vest on each Quarterly Vesting Date thereafter, in each case subject to the individual’s continued role as a service provider to us. 5.These RSUs vested as to 1/48th of the shares of our Class A common stock underlying the RSUs on March 1, 2025. 1/16th of the RSUs shall vest on each of the next 15 Quarterly Vesting Dates after March 1, 2025, and 1/24th of the RSUs shall vest on the 16th Quarterly Vesting Date on or after March 1, 2029, in each case subject to the individual’s continued role as a service provider to us. 6.These RSUs fully vested on September 24, 2025. 7.These RSUs vest on the earlier of (i) the first anniversary of the date the award is granted or (ii) the day prior to the date of the annual meeting of shareholders next following the date the award was granted.

  73. Grants of Plan-Based Awards in 2025

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  74. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025. The value for the stock awards in the table below is based on a per share price of $22.73, which was the closing price for a share of our Class A common stock, as reported on December 31, 2025, the last trading day of the year.

  75. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name(1) | Grant Date | Number of Shares of Stock Underlying Unexercised Options Exercisable (#) | Number of Shares of Stock Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Bryan Leach(3) | 01/16/2017 | 212,000 | — | 3.99 | 01/16/2027 | — | — | — | — | | Bryan Leach(4) | 01/25/2018 | 30,000 | — | 5.05 | 01/25/2028 | — | — | — | — | | Bryan Leach(5) | 11/13/2018 | 50,000 | — | 5.35 | 11/13/2028 | — | — | — | — | | Bryan Leach(6) | 12/11/2019 | 50,000 | — | 12.75 | 12/11/2029 | — | — | — | — | | Bryan Leach(7) | 12/08/2020 | 250,000 | — | 8.30 | 12/08/2030 | — | — | — | — | | Bryan Leach(8) | 07/15/2021 | 176,471 | — | 22.20 | 07/15/2031 | — | — | — | — | | Bryan Leach(9) | 07/15/2021 | 150,736 | 25,735 | 22.20 | 07/15/2031 | — | — | — | — | | Bryan Leach(10) | 02/08/2022 | 25,000 | — | 19.25 | 02/08/2032 | — | — | — | — | | Bryan Leach(11) | 03/07/2023 | 43,750 | 16,250 | 10.40 | 03/07/2033 | — | — | — | — | | Bryan Leach(12) | 04/17/2024 | — | — | — | — | 70,434 | 1,600,965 | — | — | | Bryan Leach(13) | 04/17/2024 | — | — | — | — | 250,432 | 5,692,319 | 125,216 | 2,846,160 | | Bryan Leach(14) | 01/13/2025 | — | — | — | — | 111,491 | 2,534,190 | — | — | | Matt Puckett(15) | 09/29/2025 | — | — | — | — | 336,826 | 7,656,055 | — | — | | Chris Riedy(16) | 01/24/2025 | — | — | — | — | 104,804 | 2,382,195 | — | — | | David Shapiro(17) | 03/08/2024 | 3,210 | 9,451 | 31.15 | 03/08/2034 | — | — | — | — | | David Shapiro(17) | 03/08/2024 | 18,008 | 17,829 | 31.15 | 03/08/2034 | — | — | — | — | | David Shapiro(18) | 03/08/2024 | — | — | — | — | 10,864 | 246,939 | — | — | | David Shapiro(19) | 06/21/2024 | — | — | — | — | 10,703 | 243,279 | — | — | | David Shapiro(14) | 01/13/2025 | — | — | — | — | 28,263 | 642,418 | — | — | | Luke Swanson(4) | 01/25/2018 | 21,728 | — | 5.05 | 01/25/2028 | — | — | — | — | | Luke Swanson(5) | 11/13/2018 | 20,833 | — | 5.35 | 11/13/2028 | — | — | — | — | | Luke Swanson(6) | 12/11/2019 | 39,324 | — | 12.75 | 12/11/2029 | — | — | — | — | | Luke Swanson(7) | 12/08/2020 | 50,000 | — | 8.30 | 12/08/2030 | — | — | — | — | | Luke Swanson(8) | 07/15/2021 | 71,670 | — | 22.20 | 07/15/2031 | — | — | — | — | | Luke Swanson(10) | 02/08/2022 | 25,000 | — | 19.25 | 02/08/2032 | — | — | — | — | | Luke Swanson(11) | 03/07/2023 | 29,167 | 10,833 | 10.40 | 03/07/2033 | — | — | — | — |

  76. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Ibotta, Inc. | 52 | 2026 Proxy Statement |

  77. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name(1) | Grant Date | Number of Shares of Stock Underlying Unexercised Options Exercisable (#) | Number of Shares of Stock Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Luke Swanson(12) | 04/17/2024 | — | — | — | — | 36,666 | 833,418 | — | — | | Luke Swanson(14) | 01/13/2025 | — | — | — | — | 72,469 | 1,647,220 | — | — | | Valarie Sheppard(20) | 11/17/2021 | 25,810 | — | 22.20 | 11/17/2031 | — | — | — | — | | Valarie Sheppard(21) | 05/26/2023 | 9,688 | 5,313 | 10.40 | 05/26/2033 | — | — | — | — | | Valarie Sheppard22) | 04/22/2024 | — | — | — | — | 3,030 | 68,872 | — | — | | Valarie Sheppard(23) | 05/28/2025 | — | — | — | — | 4,029 | 91,579 | — | — |

  78. Outstanding Equity Awards at Fiscal 2025 Year-End

    1.All awards were granted pursuant to the 2011 Equity Incentive Plan (2011 Plan) or the 2024 Equity Incentive Plan (2024 Plan). 2.This column represents the fair market value of a share of our common stock on the date of grant, as determined by our Board of Directors. 3.This option became fully vested on December 26, 2020. 4.This option became fully vested on January 1, 2022. 5.This option became fully vested on November 13, 2022. 6.This option became fully vested on December 11, 2023. 7.This option became fully vested on December 8, 2024. 8.This option vests as to 1/48th of the shares subject to the option on each monthly anniversary of the vesting commencement date (which was originally the effectiveness of a registration statement on Form S-1 under the Securities Act), subject to the named executive officer’s continued service through each vesting date. The vesting commencement date of the option was changed to its grant date. 9.This option vests as to 1/48th of the shares subject to the option on each monthly anniversary of the one-year anniversary of the vesting commencement date (which was originally the effectiveness of the registration statement on Form S-1 under the Securities Act), subject to the named executive officer’s continued service through each vesting date. As described above, the vesting commencement date of the option was changed to its grant date. 10.This option vests as to 1/36th of the total shares subject to the option on each monthly anniversary of January 3, 2022, subject to the named executive officer’s continued service through each vesting date. 11.This option vests as to 1/48th of the total shares subject to the option on each monthly anniversary of January 16, 2023, subject to the named executive officer’s continued service through each vesting date. 12.This RSU award vests when both a service-based requirement and a liquidity event requirement have been satisfied. The service-based requirement will be satisfied as to 1/16th of the RSUs on each Quarterly Vesting Date after the grant date, subject to the named executive officer’s continued service through each such date. The liquidity event requirement was satisfied on the first Quarterly Vesting Date after the expiration of the market standoff period following our initial public offering. 13.This award of performance-based RSUs becomes eligible to vest based on how our total shareholder return (TSR) during the performance period (beginning on the grant date and ending on the last day of our 2026 fiscal year) compares to the TSRs of certain indexed companies. Any eligible RSUs will vest on the date that achievement of the relative TSR performance goal is certified, subject to Mr. Leach’s continued service through such date. If a “change in control” (as defined in the 2011 Plan) occurs before the last day of the performance period, then achievement of the relative TSR performance goal will be measured during a shortened performance period (ending on a date before the change in control), based on the price payable for a share of our Class A common stock in connection with the change in control. A prorated portion of the eligible RSUs will vest as of immediately before the change in control, and the remaining eligible RSUs will vest in equal quarterly installments over the remainder of the original performance period, in each case subject to Mr. Leach’s continued service through the applicable vesting date. 14.This RSU award vested as to 1/16th of the total shares subject to the award on March 1, 2025, and vests as to 1/16th of the total shares subject to the award on each Quarterly Vesting Date thereafter, subject to the named executive officer’s continued service through each vesting date.

  79. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Ibotta, Inc. | 53 | 2026 Proxy Statement |

  80. Outstanding Equity Awards at Fiscal 2025 Year-End

    15.This RSU award vests as to 1/4th of the total shares subject to the award on September 1, 2026, and as to 1/16th of the total shares subject to the award on each Quarterly Vesting Date thereafter, subject to the named executive officer’s continued service through each vesting date. 16.This RSU award vested as to 1/48th of the total shares subject to the award on March 1, 2025, vests as to 1/16th of the total shares subject to the award on each of the next fifteen Quarterly Vesting Dates thereafter, and vests as to 1/24th of the total shares subject to the award on the sixteenth Quarterly Vesting Date on or after March 1, 2029, subject to the named executive officer’s continued service through each vesting date. 17.This option vested as to 1/4th of the total shares subject to the option March 4, 2025, and as to 1/48th of the total shares subject to the option monthly thereafter, subject to the named executive officer’s continued service through each vesting date. 18.This RSU award vested as to 1/4th of the total shares subject to the award on June 1, 2025, and as to 1/16th of the total shares subject to the award on each Quarterly Vesting Date thereafter, subject to the named executive officer’s continued service through each vesting date. 19.This RSU award vested as to 1/8th of the total shares subject to the award on December 2, 2024, and as to 1/16th of the total shares subject to the award on each Quarterly Vesting Date thereafter, subject to the named executive officer’s continued service through each vesting date. 20.This option vested as to 1/48th of the shares subject to the option on September 3, 2021, and as to 1/48th of the total shares subject to the option on each monthly anniversary thereafter, subject to the named executive officer’s continued service through each vesting date. 21.This option vested as to 1/48th of the shares subject to the option on June 26, 2023, and as to 1/48th of the total shares subject to the option on each monthly anniversary thereafter, subject to the named executive officer’s continued service through each vesting date. 22.This RSU award vested as to 1/3rd of the shares subject to the award on April 22, 2025, and as to 1/3rd of the total shares subject to the award on each one-year anniversary, subject to the named executive officer’s continued service through each vesting date. 23.This RSU award vests fully on the earlier of (i) the first anniversary of the date the award is granted and (ii) the day prior to the date of the Annual Meeting, subject to the named executive officer’s continued service through the vesting date.

  81. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth information regarding options exercised and stock awards vested for our named executive officers as of December 31, 2025.

  82. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Bryan Leach | — | — | 68,467 | 2,307,338 | | Matt Puckett | — | — | — | — | | Chris Riedy | — | — | 27,580 | 927,736 | | David Shapiro | — | — | 20,219 | 734,139 | | Luke Swanson | 14,167 | 353,892 | 40,452 | 1,363,232 | | Valarie Sheppard | — | — | 34,588 | 1,346,440 | | Sunit Patel | 20,000 | 373,635 | 9,248 | 314,524 | | Richard Donahue | 92,726 | 2,794,611 | 16,491 | 609,837 |

  83. Option Exercises and Stock Vested in 2025

    1.Reflects the difference between the fair market value of our Class A common stock on the date of exercise and the strike price of the stock options exercised. 2.Value realized on vesting is computed by multiplying the number of shares acquired on vesting by the market value of our Class A common stock at vesting, which we consider to be the closing price of such stock on the trading day immediately preceding the applicable vesting date.

  84. Option Exercises and Stock Vested in 2025

    | Ibotta, Inc. | 54 | 2026 Proxy Statement |

  85. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  86. Amount of Payments Upon Termination at 2025 Year-End

    Amount of Payments Upon Termination at 2025 Year-End The following table describes the payments that would have been provided to each of our named executive officers who remained employed as of December 31, 2025, in the event that they experienced a qualifying termination unrelated to a change in control, assuming such termination occurred on December 31, 2025.

  87. Amount of Payments Upon Termination at 2025 Year-End

    | Name | Base Salary Component ($) | Cash Bonus Component ($) | Value of Accelerated Equity Awards ($)(1) | Value of Benefits ($) | Total ($) | | Bryan Leach | 553,000 | 553,000 | 1,754,856 | 31,030 | 2,891,886 | | Matt Puckett(2) | 550,000 | 159,041 | — | 22,008 | 731,049 | | Chris Riedy(3) | 500,000 | 483,562 | 64,781 | 31,030 | 1,079,373 | | David Shapiro | 460,000 | 255,300 | — | 27,796 | 743,096 | | Luke Swanson | 465,000 | 465,000 | 1,042,774 | 31,030 | 2,003,804 |

  88. Amount of Payments Upon Termination at 2025 Year-End

    1.Value based on a per share price of $22.73, which was the closing price for a share of our Class A common stock, as reported on December 31, 2025, the last trading day of the year, less any per share exercise price. 2.Matt Puckett was appointed our Chief Financial Officer effective as of August 25, 2025. 3.Chris Riedy joined as our Chief Revenue Officer effective January 13, 2025. The following table describes the payments that would have been provided to each of our named executive officers who remained employed as of December 31, 2025, in the event that they experienced a qualifying termination in connection with a change in control, assuming such termination occurred on December 31, 2025.

  89. Amount of Payments Upon Termination at 2025 Year-End

    | Name(1) | Base Salary Component ($) | Cash Bonus Component ($) | Value of Accelerated Equity Awards ($)(2) | Value of Benefits ($) | Total ($) | | Bryan Leach | 829,500 | 829,500 | 4,349,157(3) | 46,545 | 6,054,702 | | Matt Puckett(4) | 550,000 | 159,041 | 7,656,055 | 33,013 | 8,398,109 | | Chris Riedy(5) | 750,000 | 725,343 | 2,382,195 | 46,545 | 3,904,083 | | David Shapiro | 690,000 | 382,950 | 1,132,636 | 41,694 | 2,247,280 | | Luke Swanson | 697,500 | 697,500 | 2,614,210 | 46,545 | 4,055,755 |

  90. Amount of Payments Upon Termination at 2025 Year-End

    1.All of our named executive officers are subject to a better of tax provision whereby if severance or other payments payable to our named executive officers would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the named executive officer would be entitled to receive either full payment or such lesser amount which would result in no portion of the payments being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. 2.Value based on a per share price of $22.73, which was the closing price for a share of our Class A common stock, as reported on December 31, 2025, the last trading day of the year, less any exercise price.

  91. Amount of Payments Upon Termination at 2025 Year-End

    | Ibotta, Inc. | 57 | 2026 Proxy Statement |

  92. Amount of Payments Upon Termination at 2025 Year-End

    3.Excludes 125,216 performance-based RSUs (at target) granted to Mr. Leach. See the section titled “Bryan Leach Performance-Based RSUs” above for additional information regarding the terms of Mr. Leach’s performance-based RSUs in connection with a change in control. 4.Matt Puckett was appointed our Chief Financial Officer effective as of August 25, 2025. 5.Chris Riedy joined as our Chief Revenue Officer effective January 13, 2025.

  93. Pay vs. Performance

    Pay vs. Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our named executive officers and certain financial performance measures of the Company. For purposes of this disclosure, compensation actually paid was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our named executive officers during the applicable years. The following table provides information regarding compensation actually paid to our principal executive officer (PEO), and other named executive officers (non-PEO NEOs) for 2024 and 2025, compared to our total shareholder return (TSR) and an index of peer companies from April 18, 2024, through the end of each such year and our net income for each such year. April 18, 2024, is the first day our Class A common stock began trading on the New York Stock Exchange.

  94. Pay vs. Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(1)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(1)(3) | IBTA Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income ($M)(6) | Revenue ($M)(7) | | 2025 | 10,949,033 | (14,950,138) | 6,294,183 | 1,347,645 | 22.01 | 138.70 | 3.58 | 342.39 | | 2024 | 28,711,906 | 52,982,684 | 6,175,539 | 7,802,262 | 63.03 | 118.40 | 68.74 | 367.25 |

  95. Pay vs. Performance

    1.The PEO is our CEO, Bryan Leach. Other non-PEO NEOs for the fiscal year ended December 31, 2025, were Matt Puckett, Chris Riedy, David Shapiro, Luke Swanson, Valarie Sheppard, Sunit Patel, and Richard Donahue. Other non-PEO NEOs for the fiscal year ended December 31, 2024, were Sunit Patel, Chris Jensen, and Luke Swanson. 2.This figure is the total compensation paid to our PEO and our non-PEO NEOs in each listed year as shown in our Summary Compensation Table for such listed year. 3.This figure is the compensation actually paid for our PEO and non-PEO NEOs in each listed year. Compensation actually paid does not mean that our PEO and non-PEO NEOs were actually paid those amounts in the listed year or will ever be paid these amounts, but this is a dollar amount derived by starting with the Summary Compensation Table total compensation and then applying certain adjustments pursuant to SEC rules. To calculate compensation actually paid for 2025 and 2024, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (due to rounding, the total may not equal the total obtained by adding and subtracting the applicable columns):

  96. Pay vs. Performance

    | Ibotta, Inc. | 58 | 2026 Proxy Statement |

  97. Pay vs. Performance

    | | PEO | | Average For Non-PEO NEOs | | | | 2024 | 2025 | 2024 | 2025 | | Summary Compensation Table Total ($) | 28,711,906 | 10,949,033 | 6,175,539 | 6,294,183 | | Less: Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year ($) | (27,718,841) | (9,999,955) | (5,247,749) | (5,761,095) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year ($) | 20,044,264 | 2,534,190 | 2,053,903 | 1,774,210 | | Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years ($) | 5,789,166 | (17,091,681) | 602,594 | (610,218) | | Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year ($) | 2,373,466 | 1,247,562 | 1,142,153 | 563,465 | | Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) | 23,782,723 | (2,589,287) | 3,550,598 | (316,192) | | Less: Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) | — | — | (474,776) | (596,708) | | Plus: Value of any Dividends or other Earnings Paid on Option Awards and Stock Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | — | — | — | — | | Compensation Actually Paid ($) | 52,982,684 | (14,950,138) | 7,802,262 | 1,347,645 |

  98. Pay vs. Performance

    4.Total shareholder return is calculated by assuming that a $100 investment was made based on the closing stock price on the IPO date of April 18, 2024, and reinvesting all dividends until the last day of each reported fiscal year. 5.The peer group used is the Russell 3000 Index, as used in our Stock Performance Graph in our Form 10-K. Since there is no published industry or line-of-business index for our business reflective of our performance, nor do we believe we can reasonably identify a peer group, we measure our performance against issuers with similar market capitalizations. We selected the Russell 3000 Index because it measures the performance of a broad range of companies with lower market capitalizations than those companies included in the S&P 500 Index. Total shareholder return is calculated by assuming that a $100 investment was made based on the closing stock price on the IPO date of April 18, 2024, and reinvesting all dividends until the last day of each reported fiscal year. 6.The dollar amounts reported are Ibotta’s net income reflected in Ibotta’s audited financial statements for the applicable year. 7.The dollar amounts reported are Ibotta’s revenue reflected in Ibotta’s audited financial statements for the applicable year. The Company determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link compensation actually paid to our named executive officers for the most recently completed fiscal year to Company performance.

  99. Relationships Between Compensation Actually Paid (CAP) and Performance

    Relationships Between Compensation Actually Paid (CAP) and Performance The charts below reflect the relationship of CAP to our PEO and other non-PEO NEOs in each of 2024 and 2025 to (i) TSR of both Ibotta and the Russell 3000 Index; (ii) Ibotta net income; and (iii) Ibotta revenue.

  100. Relationships Between Compensation Actually Paid (CAP) and Performance

    | Ibotta, Inc. | 59 | 2026 Proxy Statement |

  101. Relationships Between Compensation Actually Paid (CAP) and Performance

    | Ibotta, Inc. | 60 | 2026 Proxy Statement |

  102. Relationships Between Compensation Actually Paid (CAP) and Performance

    Equity Compensation Plan Information The following table summarizes our equity compensation plan information as of December 31, 2025. Information is included for equity compensation plans approved by our shareholders. All of our equity compensation plans have been approved by our shareholders.

  103. Relationships Between Compensation Actually Paid (CAP) and Performance

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) (#) | | Equity compensation plans approved by security holders(1) | 6,646,095 | 49.34(2) | 2,646,308(3) |

  104. Relationships Between Compensation Actually Paid (CAP) and Performance

    1.Includes the 2011 Plan, the 2024 Plan, and the 2024 Employee Stock Purchase Plan (ESPP). The 2011 Plan was terminated effective April 2024, in connection with the adoption of our 2024 Plan. 2.RSUs, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price. 3.As of December 31, 2025, an aggregate of 3,220,244 shares of Class A common stock was available for issuance under the 2024 Plan and the ESPP. The 2024 Plan provides that on the first day of each year beginning on January 1, 2025, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 5,400,000 shares of Class A common stock; (ii) 5% of the outstanding shares of all series of our common stock as of the last day of our immediately preceding fiscal year; or (iii) such other amount as our Board of Directors may determine no later than the last day of the immediately preceding fiscal year. The ESPP provides that on the first day of each year beginning January 1, 2025, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 1,100,000 shares of Class A common stock; (ii) 1% of the outstanding shares of all series of our common stock as of the last day of our immediately preceding fiscal year; or (iii) such other amount as our Board of Directors may determine. On January 1, 2026, the number of shares of Class A common stock available for issuance under the 2024 Plan and the ESPP increased by 2,806,506 shares and 561,301 shares, respectively, pursuant to these provisions. These changes are not reflected in the table above.

  105. Relationships Between Compensation Actually Paid (CAP) and Performance

    | Ibotta, Inc. | 61 | 2026 Proxy Statement |

  106. Relationships Between Compensation Actually Paid (CAP) and Performance

    Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 23, 2026, for: •each of our named executive officers; •each of our directors; •all of our current directors and executive officers as a group; and •each person or group known by us to be the beneficial owner of more than 5% of our Class A or Class B common stock. We have determined beneficial ownership in accordance with the SEC rules, and thus, it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 20,768,166 shares of our Class A common stock and 3,077,424 shares of our Class B common stock outstanding as of March 23, 2026. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 23, 2026, or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 23, 2026, to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Ibotta, Inc., 1400 16th Street, Suite 600, Denver, Colorado 80202. The information provided in the table below is based on our records, information filed with the SEC, and information provided to us, except where otherwise noted.

  107. Relationships Between Compensation Actually Paid (CAP) and Performance

    | | Amount and Nature of Beneficial Ownership | | | | | | Name of Beneficial Owner | Class A Shares | | Class B Shares | | Percent of Total Voting Power (%) | | | (#) | (%) | (#) | (%) | | | Named Executive Officers and Directors: | | | | | | | Bryan Leach(1) | 1,100,246 | 5.1 | 2,258,424 | 73.4 | 55.5 | | Matt Puckett | — | * | — | — | — | | Chris Riedy(2) | 33,054 | * | — | — | * | | David Shapiro(3) | 49,089 | * | — | — | * | | Luke Swanson(4) | 757,562 | 3.6 | — | — | * | | Sunit Patel(5) | 435,573 | 2.1 | — | — | — | | Richard Donahue(6) | 65,181 | — | — | — | — | | Stephen Bailey(7) | 3,030 | * | — | — | * | | Amanda Baldwin(8) | 39,778 | * | — | — | * | | Amit Doshi(9) | 45,295 | * | — | — | * | | Thomas Lehrman(10) | 275,472 | 1.3 | — | — | * |

  108. Relationships Between Compensation Actually Paid (CAP) and Performance

    | Ibotta, Inc. | 62 | 2026 Proxy Statement |

  109. Relationships Between Compensation Actually Paid (CAP) and Performance

    | | Amount and Nature of Beneficial Ownership | | | | | | Name of Beneficial Owner | Class A Shares | | Class B Shares | | Percent of Total Voting Power (%) | | | (#) | (%) | (#) | (%) | | | Valarie Sheppard(11) | 60,847 | * | — | — | * | | Larry Sonsini(12) | 94,851 | * | — | — | * | | All current directors and executive officers as a group (13 persons)(13) | 2,730,079 | 12.2 | 2,258,424 | 73.4 | 57.1 | | Greater than 5% shareholders | | | | | | | Clark Jermoluk Founders Fund I LLC(14) | 3,841,308 | 18.5 | — | — | 4.7 | | KDT Ibotta Holdings, LLC(15) | 4,389,129 | 21.1 | — | — | 5.3 | | Walmart Inc.(16) | 3,502,879 | 14.4 | — | — | 4.1 | | Entities affiliated with D. E. Shaw(17) | 1,690,546 | 8.1 | — | — | 2.1 | | The Vanguard Group(18) | 1,164,995 | 5.6 | — | — | 1.4 |

  110. Relationships Between Compensation Actually Paid (CAP) and Performance

    *Represents beneficial ownership or voting power of less than 1%. 1.Consists of (i) 87,657 shares of Class A common stock held directly by Mr. Leach; (ii) 2,258,424 shares of Class B common stock held directly by Mr. Leach; and (iii) 1,012,589 shares of Class A common stock subject to stock options exercisable within 60 days of March 23, 2026. Excludes the following shares of Class B common stock for the benefit of Mr. Leach’s family over which Mr. Leach has no shared voting or dispositive power: (i) 289,500 shares registered in the name of Elysian 2021 Legacy Trust u/a/d May 11, 2021; (ii) 289,500 shares registered in the name of Orion 2021 Legacy Trust u/a/d May 11, 2021; (iii) 120,000 shares registered in the name of Elysian 2024 GST Trust u/a/d March 20, 2024; and (iv) 120,000 shares registered in the name of Orion 2024 GST Trust u/a/d March 20, 2024. 2.Consists of 33,054 shares of Class A common stock held directly by Mr. Riedy. 3.Consists of (i) 22,819 shares of Class A common stock held directly by Mr. Shapiro and (ii) 26,270 shares of Class A common stock subject to stock options exercisable within 60 days of March 23, 2026. 4.Consists of (i) 165,287 shares of Class A common stock held directly by Mr. Swanson; (ii) 261,888 shares of Class A common stock subject to stock options exercisable within 60 days of March 23, 2026; (iii) 45,045 shares of Class A common stock held by Flat Tops Ventures, LLC, which is 1% owned by Mr. Swanson and 99% owned by the Swanson 2021 Irrevocable Trust for the benefit of Mr. Swanson’s children; and (iv) 285,342 shares of Class A common stock held directly by Mr. Swanson’s spouse. Excludes 206,000 shares of Class A common stock held by Flat Tops 2024 Trust, of which Mr. Swanson’s spouse is trustee and Mr. Swanson’s spouse and children are beneficiaries, over which Mr. Swanson has no shared voting or dispositive power. 5.Consists of 435,573 shares of Class A common stock held directly by Mr. Patel. 6.Consists of 65,181 shares of Class A common stock held directly by Mr. Donahue. 7.Consists of (i) 1,515 shares of Class A common stock held directly by Mr. Bailey and (ii) 1,515 shares of Class A common stock subject to RSUs held by Mr. Bailey for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 23, 2026. 8.Consists of (i) 1,515 shares of Class A common stock held directly by Ms. Baldwin; (ii) 36,748 shares of Class A common stock subject to stock options held by Ms. Baldwin, exercisable within 60 days of March 23, 2026; and (iii) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 23, 2026. 9.Consists of (i) 41,889 shares of Class A common stock held directly by Mr. Doshi; (ii) 1,891 shares of Class A common stock held by 101 Collective, LLC, whose interests are held by Mr. Doshi, his spouse, and a trust for Mr. Doshi’s children; and (iii) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 23, 2026. 10.Consists of (i) 109,216 shares of Class A common stock held directly by Mr. Lehrman; (ii) 64,599 shares of Class A common stock held by Four Ways, LLC, of which Mr. Lehrman is a member and has voting and investment control; (iii) 100,142 shares of Class A common stock held by LFP 2, LLC, of which Mr. Lehrman is a member and has voting and investment control; and (iv) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 23, 2026. 11.Consists of (i) 22,584 shares of Class A common stock held directly by Ms. Sheppard; (ii) 36,748 shares of Class A common stock subject to stock options held by Ms. Sheppard, exercisable within 60 days of March 23, 2026; and (iii) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 23, 2026. 12.Consists of (i) 91,767 shares of Class A common stock held directly by Mr. Sonsini; (ii) 1,569 shares of Class A common stock held by Mr. Sonsini’s spouse; and (iii) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 23, 2026. 13.Includes (i) 1,165,171 shares of Class A common stock; (ii) 2,258,424 shares of Class B common stock; (iii) 1,555,818 shares of Class A common stock subject to options exercisable within 60 days of March 23, 2026; and (iv) 9,090 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 23, 2026. 14.Based on information reported by Clark Jermoluk Founders Fund I LLC (CJFF) on the Schedule 13G filed with the SEC on September 12, 2025. Consists of 3,841,308 shares of Class A common stock held by CJFF, which is 95% owned by the JHC Family 2016 Trust (JHC Trust), an entity controlled by James H. Clark. The address of CJFF is c/o Louis M. Cohen, EisnerAmper Advisory Group, LLC, 505 S. Flager Drive, Suite 900, West Palm Beach, FL 33401.

  111. Relationships Between Compensation Actually Paid (CAP) and Performance

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  112. Relationships Between Compensation Actually Paid (CAP) and Performance

    15.Based on information reported by KDT Ibotta Holdings, LLC (KDT Ibotta) on Schedule 13G/A filed with the SEC on August 9, 2024. Consists of 4,389,129 shares of Class A common stock held directly by KDT Ibotta. The address of Koch Industries, Inc., which indirectly owns KDT Ibotta, is 4111 East 37th Street North, Wichita, KS 67220. 16.Based on information reported by Walmart on Schedule 13G filed with the SEC on October 16, 2024. Consists of 3,502,879 shares of Class A common stock subject to a warrant held by Walmart, exercisable within 60 days of March 23, 2026. The address of Walmart is 702 S.W. 8th Street, Bentonville, AR 72716. 17.Based on information reported by entities affiliated with D. E. Shaw (D. E. Shaw) on Schedule 13G/A filed with the SEC on February 17, 2026. Of the shares of Class A common stock beneficially owned, D. E. Shaw reported that it had sole voting and dispositive power with respect to zero shares, shared voting power with respect to 1,631,704 shares, and shared dispositive power with respect to 1,690,546 shares. The address of D. E. Shaw is Two Manhattan West, 375 Ninth Avenue, 52nd Floor, New York, NY 10001. 18.Based on information reported by The Vanguard Group (Vanguard) on Schedule 13G/A filed with the SEC on January 30, 2026. Of the shares of Class A common stock beneficially owned, Vanguard reported that it had sole voting and dispositive power with respect to zero shares, shared voting power with respect to 110,234 shares, and shared dispositive power with respect to 1,164,995 shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

  113. Relationships Between Compensation Actually Paid (CAP) and Performance

    | Ibotta, Inc. | 64 | 2026 Proxy Statement |

  114. Relationships Between Compensation Actually Paid (CAP) and Performance

    Certain Relationships, Related-Party, and Other Transactions