The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited annual financial statements and related notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. This discussion contains forward-looking statements, such as those relating to our plans, objectives, expectations, intentions, and beliefs, which involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled Special Note Regarding Forward-Looking Statements and Risk Factors included elsewhere in this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full fiscal year or any other period. Overview Ibotta’s mission is to Make Every Purchase Rewarding. We accomplish this mission by delivering digital promotions to consumers through the Ibotta Performance Network (IPN). We source digital promotions from our clients, which are primarily consumer packaged goods (CPG) brands, and distribute these promotions to consumers via our network of publishers, which is enabled by our technology platform. We have strategic relationships with Walmart Inc. (Walmart), Dollar General Corporation (Dollar General), Family Dollar Stores, Inc. (Family Dollar), Maplebear, Inc. (Instacart), DoorDash, Inc. (DoorDash) and Uber Technologies, Inc. (Uber), among others, who are third-party publishers on the IPN and use our content to power their digital offer programs on a white-label basis. We also host offers on Ibotta’s direct-to-consumer properties, which include the Ibotta-branded cash back mobile app, website, and browser extension (collectively, direct-to-consumer (D2C), which is part of the IPN). Within D2C, we also partner with affiliate networks to access offers from certain retailer advertisers so consumers can earn cash back on a percentage of their total basket spend at those retailers. In 2025, we introduced LiveLift™, a set of capabilities designed to help brands drive incremental sales at scale in a more cost-efficient manner. LiveLift™ enables more sophisticated projections and profitability metrics, including incremental sales and CPID, to help our clients achieve the desired scale or efficiency for their promotions. We also have partnerships with Circana and ABCS Insights, which allow our clients to obtain third-party validation of the impact of their digital promotion campaigns via third-party measurement studies. Impact of Macroeconomic Conditions Our business and results of operations are subject to global economic conditions. Our revenue depends on the ability of consumers to buy products that are featured on the IPN. Deteriorating macroeconomic conditions could lower promotional budgets and result in a decline in client spending, which could adversely affect the number of offer redemptions on our network. Management continues to actively monitor the impact of these macroeconomic factors on our financial condition, liquidity, operations, and workforce. For more information on risks associated with macroeconomic conditions, see the risk factor titled “Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously affected and could continue to adversely affect our business, financial condition, results of operations, and prospects.” 25 Financial and Operational Highlights Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (in thousands, except percentages, per redeemer, and per redemption figures) Redemptions(1) 91,417 80,484 179,383 163,324 Redeemers(1) 20,944 17,336 20,340 17,213 Redemptions per redeemer(1) 4.4 4.6 8.8 9.5 Redemption revenue per redemption(1) $ 0.88 $ 0.91 $ 0.85 $ 0.90 Revenue $ 88,905 $ 86,029 $ 171,388 $ 170,603 Gross profit $ 69,719 $ 68,104 $ 132,752 $ 135,586 Gross margin 78 % 79 % 77 % 79 % Net (loss) income $ (1,229) $ 2,490 $ (11,551) $ 3,045 Net (loss) income as a percent of revenue (1) % 3 % (7) % 2 % Adjusted EBITDA(1) $ 16,541 $ 17,882 $ 25,262 $ 32,555 Adjusted EBITDA margin(1) 19 % 21 % 15 % 19 % ______________ (1)See Performance Metrics and Non-GAAP Measures for more information and reconciliations of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial measures. Note that certain figures shown above may not recalculate due to rounding. Performance Metrics and Non-GAAP Measures We use the following key performance metrics and non-GAAP measures to help us evaluate our business, identify trends affecting our performance, and make strategic decisions. For more information regarding how we use non-GAAP measures in our business, the limitations of these measures, and a reconciliation of these measures to the most directly comparable GAAP financial measures, refer to the section titled Non-GAAP Measures. Note that certain figures shown within this section may not recalculate due to rounding. 26 Performance Metrics The performance metrics below are presented in two categories: third-party publishers and direct-to-consumer (D2C), which sum to the total metric. Our third-party publisher business tends to reach consumers who may be more loyal to a specific retailer and are engaging with offers powered by Ibotta’s technology platform. The underlying trends and drivers of our D2C business often vary from those of our third-party publisher business. Our D2C business caters to consumers who are focused on savings, irrespective of the retailer. The explanation of the changes in the total metric can be found in the third-party publisher and D2C sections. Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (in thousands, except per redeemer and per redemption figures) Redemptions: Third-party publisher redemptions 74,362 58,551 145,051 119,763 Direct-to-consumer redemptions 17,055 21,933 34,332 43,561 Total redemptions 91,417 80,484 179,383 163,324 Redeemers: Third-party publisher redeemers 19,544 15,742 18,925 15,588 Direct-to-consumer redeemers 1,401 1,594 1,415 1,625 Total redeemers 20,944 17,336 20,340 17,213 Redemptions per redeemer: Third-party publisher redemptions per redeemer 3.8 3.7 7.7 7.7 Direct-to-consumer redemptions per redeemer 12.2 13.8 24.3 26.8 Total redemptions per redeemer 4.4 4.6 8.8 9.5 Redemption revenue per redemption: Third-party publisher redemption revenue per redemption $ 0.83 $ 0.83 $ 0.80 $ 0.81 Direct-to-consumer redemption revenue per redemption $ 1.10 $ 1.12 $ 1.10 $ 1.14 Total redemption revenue per redemption $ 0.88 $ 0.91 $ 0.85 $ 0.90 Redemptions A redemption is a verified purchase of an item qualifying for an offer by a client on the IPN. The number of redemptions is an indicator of the scale and consumer engagement of our business, as well as the value we bring to our clients and publishers. Generally, redemptions change as budgets increase or decrease with existing clients and/or as we add or lose CPG brands as clients. In addition, redemptions grow from adding publishers and redeemers, and/or increasing engagement from existing redeemers. Third-party publisher redemptions are redemptions on all publishers excluding the D2C properties, namely our retailer publishers. D2C redemptions are redemptions on any D2C property. 27 Third-party publisher redemptions For the three months ended June 30, 2026 compared to the same period in 2025, third-party publisher redemptions were approximately 74.4 million and 58.6 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, third-party publisher redemptions were approximately 145.1 million and 119.8 million, respectively. This growth was driven primarily by increases in offer supply and third party publisher redeemers, as well as the launch of new publishers, namely DoorDash, which substantially launched in the second quarter of 2025. D2C redemptions For the three months ended June 30, 2026 compared to the same period in 2025, D2C redemptions were approximately 17.1 million and 21.9 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, D2C redemptions were approximately 34.3 million and 43.6 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer and a decrease in D2C redeemers. Total redemptions For the three months ended June 30, 2026 compared to the same period in 2025, total redemptions were 91.4 million and 80.5 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, total redemptions were 179.4 million and 163.3 million, respectively. Redeemers Redeemers are defined as consumers who have redeemed at least one digital offer within the quarter. If one consumer were to redeem on more than one publisher, they would be counted as a redeemer on each publisher. Year-to-date redeemers are calculated as the average of current year quarter-to-date redeemers. Redeemers are an indicator of the scale and growth of our business, as the number of redeemers typically drives our revenue and is an indication of our ability to grow redemptions. Third-party publisher redeemers are consumers who have redeemed at least one digital offer on any publisher property that is not an Ibotta property, namely our retailer publishers. D2C redeemers are consumers who have redeemed at least one digital offer on any Ibotta property within the quarter. Third-party publisher redeemers For the three months ended June 30, 2026 compared to the same period in 2025, third-party publisher redeemers were approximately 19.5 million and 15.7 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, third-party publisher redeemers were approximately 18.9 million and 15.6 million, respectively. This growth was driven primarily by organic growth at existing third-party publishers, which benefited from an increase in offer supply, as well as the launch of new publishers, namely DoorDash, which substantially launched in the second quarter of 2025. D2C redeemers For both the three and six months ended June 30, 2026, compared to the same period in 2025, D2C redeemers were 1.4 million and 1.6 million, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer. Total redeemers For the three months ended June 30, 2026 compared to the same period in 2025, total redeemers were approximately 20.9 million and 17.3 million, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, total redeemers were approximately 20.3 million and 17.2 million, respectively. 28 Redemptions per redeemer Redemptions per redeemer are the redemptions divided by the redeemers in that period. This metric is useful as redemptions per redeemer is an indication of our redeemers’ level of engagement with our platform and network. We aim to grow redemptions from our redeemers by expanding the quantity and quality of offers available and increasing engagement by continuing to improve the consumer experience. In general, redemptions per redeemer are driven by the quantity and quality of offer supply and the growth in offer supply relative to the growth in redeemers. For new redeemers, redemption frequency initially increases before stabilizing. Our third-party publisher business tends to reach consumers who may be more loyal to a specific retailer and are engaging with offers powered by Ibotta’s technology platform. Third-party publisher redeemers tend to have a lower redemption frequency as compared to D2C redeemers. Our D2C business caters to consumers who are focused on savings, irrespective of the retailer. Third-party publisher redemptions per redeemer For the three months ended June 30, 2026 compared to the same period in 2025, third-party publisher redemptions per redeemer were approximately 3.8 and 3.7, respectively. For both the six months ended June 30, 2026 and the same period in 2025, third-party publisher redemptions per redeemer were approximately 7.7. D2C redemptions per redeemer For the three months ended June 30, 2026 compared to the same period in 2025, D2C redemptions per redeemer were approximately 12.2 and 13.8, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, D2C redemptions per redeemer were approximately 24.3 and 26.8, respectively. The decrease was driven by the quantity and quality of offers available to each D2C redeemer. Total redemptions per redeemer For the three months ended June 30, 2026 compared to the same period in 2025, total redemptions per redeemer were approximately 4.4 and 4.6, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, total redemptions per redeemer were approximately 8.8 and 9.5, respectively. Redemption revenue per redemption Redemption revenue per redemption is the redemption revenue divided by the number of redemptions in that period. Redemption revenue per redemption is an indication of our fee, which is generally charged as a fixed dollar amount per redemption based on the retail price of the specific item being promoted. In any period, our redemption revenue per redemption can fluctuate based on the product category mix of offers being redeemed and the impact of inflation on a product’s manufacturer’s suggested retail price (MSRP). Product category mix can be impacted by factors such as seasonal promotions, including back-to-school items in the third quarter or holiday promotions on grocery and food items in the fourth quarter of each year. Third-party publisher redemption revenue per redemption represents redemption revenue generated from offers on all publishers other than those on Ibotta properties divided by redemptions on all publishers other than those on Ibotta properties. D2C redemption revenue per redemption represents redemption revenue generated from offers on any Ibotta property divided by the redemptions on any Ibotta property in that period. Refer to the Results of Operations section below for the disaggregation of revenue by third-party publisher and D2C. 29 Third-party publisher redemption revenue per redemption For both the three months ended June 30, 2026 and the same period in 2025, third-party publisher redemption revenue per redemption was $0.83. For the six months ended June 30, 2026 compared to the same period in 2025, third-party publisher redemption revenue per redemption was $0.80 and $0.81, respectively. D2C redemption revenue per redemption For the three months ended June 30, 2026 compared to the same period in 2025, D2C redemption revenue per redemption was $1.10 and $1.12, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, D2C redemptions revenue per redemption was $1.10 and $1.14, respectively. This change was driven primarily by offer mix. Total redemption revenue per redemption For the three months ended June 30, 2026 compared to the same period in 2025, total redemption revenue per redemption was $0.88 and $0.91, respectively. For the six months ended June 30, 2026 compared to the same period in 2025, total redemption revenue per redemption was $0.85 and $0.90, respectively. Non-GAAP Measures To supplement our condensed financial statements prepared and presented in accordance with U.S. generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA margin. Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. These non-GAAP measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, but are included solely for informational and comparative purposes. Non-GAAP financial measures are subject to limitations and should be read only in conjunction with our condensed financial statements prepared in accordance with GAAP. In light of these limitations, management also reviews the specific items that are excluded from our non-GAAP measures, as well as trends in these items. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA is earnings before interest income, net, provision for income taxes, and depreciation and amortization expense, and excludes stock-based compensation expense, restructuring charges, and other expense, net. We define Adjusted EBITDA margin as Adjusted EBITDA as a percent of revenue. Adjusted EBITDA and Adjusted EBITDA margin are used by our management team as additional measures of our performance for purposes of business decision-making, including managing expenditures and developing budgets, and evaluating strategic opportunities. Period-over-period comparisons of Adjusted EBITDA and Adjusted EBITDA margin help our management team identify additional trends in our financial results that may not be shown solely by comparisons of net (loss) income and net (loss) income as a percentage of revenue, respectively. In addition, we may use Adjusted EBITDA and Adjusted EBITDA margin in the incentive compensation programs applicable to some of our employees in order to evaluate our performance. 30 The following table provides a reconciliation of net (loss) income to Adjusted EBITDA and net (loss) income as a percentage of revenue to Adjusted EBITDA margin for each of the periods presented (in thousands, except percentages): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Net (loss) income $ (1,229) $ 2,490 $ (11,551) $ 3,045 Add (deduct): Interest income, net (1,356) (2,636) (2,866) (6,321) Depreciation and amortization(1) 3,374 2,445 6,245 4,610 Stock-based compensation(2) 15,044 13,642 31,726 27,394 Restructuring charges — 557 — 2,116 Provision for income taxes 697 1,378 1,666 1,306 Other expense, net(3) 11 6 42 405 Adjusted EBITDA $ 16,541 $ 17,882 $ 25,262 $ 32,555 Revenue $ 88,905 $ 86,029 $ 171,388 $ 170,603 Net (loss) income as a percent of revenue (1) % 3 % (7) % 2 % Adjusted EBITDA margin 19 % 21 % 15 % 19 % _______________ (1)Amortization of capitalized software development costs included in cost of revenue for the three months ended June 30, 2026 and 2025 was $1.5 million and $1.4 million, respectively, and for the six months ended June 30, 2026 and 2025 was $2.8 million and $2.6 million, respectively. (2)Amounts include stock-based compensation expense, inclusive of common stock warrant expense within sales and marketing, as follows (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Cost of revenue $ 766 $ 625 $ 1,756 $ 1,282 Sales and marketing 5,552 4,873 11,342 10,002 Research and development 2,770 2,500 5,976 5,647 General and administrative 5,956 5,644 12,652 10,463 Total stock-based compensation $ 15,044 $ 13,642 $ 31,726 $ 27,394 (3)Other expense, net is comprised of penalties and net gains and losses on disposal of assets. Components of Results of Operations Revenue We provide a platform to clients to deliver digital promotions to consumers. The majority of our revenues are derived from the fees we charge to clients when consumers redeem offers on the IPN by purchasing promoted products. We also derive revenue from the sale of ad products to clients to promote their offers, as well as from the sale of data products. We expect our redemption revenue to increase as a percentage of total revenue as we continue to grow the IPN and conversely ad and other revenue to decrease as a percentage of total revenue. 31 Cost of revenue Cost of revenue consists primarily of revenue share and related minimum commitments with certain third-party publishers, personnel-related costs for certain of our engineering departments who maintain our platform, data hosting costs, amortization of platform-related software development costs, software licensing costs, certain reward costs net of breakage, and processing fees. Personnel-related costs include salaries, bonuses, stock-based compensation, and benefits. Reward costs net of breakage recorded in cost of revenue are associated with cash back earned from gift card purchases and sponsored rewards earned from watching an advertising video. Breakage represents the undistributed earnings of D2C consumers that is not expected to be cashed out due to inactivity. Reward costs also include rewards that are cashed out and subsequently identified as violating our terms of use. We expect cost of revenue to increase as we continue to invest in our platform, acquire new publishers, and grow revenue. Operating expenses Sales and marketing Sales and marketing expenses consist primarily of personnel-related costs for our sales and marketing departments, self-funded rewards, net of the related breakage, business-to-business (B2B) marketing, media spend, common stock warrant expense, market research, including third-party measurement studies, software licensing costs, professional fees, and public relations. Personnel-related costs include salaries, bonuses, stock-based compensation, benefits, taxes, travel, and, in the prior year, restructuring charges. Self-funded rewards are awards related to campaigns and other incentive bonuses on our D2C properties that are funded directly by Ibotta as part of our customer acquisition and retention strategy. We expect sales and marketing expenses to increase as we continue to invest in our sales function, as well as B2B marketing and third-party measurement studies. However, these expenses may fluctuate as a percentage of total revenue from period to period. Research and development Research and development expenses consist primarily of personnel-related costs for our technology departments, impairment of capitalized software development costs, software licensing costs, professional fees, and market research. Personnel-related costs include salaries, bonuses, stock-based compensation, benefits, taxes, travel, and, in the prior year, restructuring charges. We capitalize certain software development costs that are attributable to developing new features and adding incremental functionality to our platform or infrastructure. Costs incurred during the preliminary project stage are recorded in research and development. Costs incurred during the post-implementation stage are recorded in research and development or cost of revenue, depending on the nature of the project. In addition, impairment of in-progress software projects for which completion is subsequently determined not to be probable is recorded in research and development expenses. We expect research and development expenses to remain relatively stable as we anticipate increased capitalization related to software development projects. However, these expenses may fluctuate as a percentage of total revenue from period to period. General and administrative General and administrative expenses consist primarily of personnel-related costs for our administrative departments, software licensing costs, professional fees for external legal, accounting, and other consulting services, facilities costs, corporate insurance, credit loss expense, company events, and taxes, licenses, and other fees. Personnel-related costs include salaries, bonuses, stock-based compensation, benefits, taxes, travel, recruiting fees, and, in the prior year, restructuring charges. 32 We expect general and administrative expenses to modestly increase to support the growth of our business. However, these expenses may fluctuate as a percentage of total revenue from period to period. Depreciation and amortization Depreciation and amortization consists of depreciation of property and equipment and amortization of infrastructure-related software development costs. We expect depreciation and amortization to increase as a result of our new corporate headquarters and as we continue to develop infrastructure-related software. Interest income, net Interest income, net consists of interest income earned on cash and cash equivalents, net of interest expense incurred on debt instruments. Other expense, net Other expense, net consists of penalties and gains and losses on the disposal of assets. Provision for income taxes The provision for income taxes consists primarily of income taxes related to federal and state jurisdictions in which we conduct business. 33 Results of Operations The following tables set forth our results of operations for each of the periods presented (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Revenue $ 88,905 $ 86,029 $ 171,388 $ 170,603 Cost of revenue(1) 19,186 17,925 38,636 35,017 Gross profit 69,719 68,104 132,752 135,586 Operating expenses(1): Sales and marketing 32,880 28,809 66,928 58,667 Research and development 15,073 14,745 29,575 32,814 General and administrative 21,791 22,264 45,551 43,650 Depreciation and amortization 1,852 1,048 3,407 2,020 Total operating expenses 71,596 66,866 145,461 137,151 (Loss) income from operations (1,877) 1,238 (12,709) (1,565) Interest income, net 1,356 2,636 2,866 6,321 Other expense, net (11) (6) (42) (405) (Loss) income before provision for income taxes (532) 3,868 (9,885) 4,351 Provision for income taxes (697) (1,378) (1,666) (1,306) Net (loss) income $ (1,229) $ 2,490 $ (11,551) $ 3,045 _______________ (1)Amounts include stock-based compensation expense, inclusive of common stock warrant expense within sales and marketing, as follows (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Cost of revenue $ 766 $ 625 $ 1,756 $ 1,282 Sales and marketing 5,552 4,873 11,342 10,002 Research and development 2,770 2,500 5,976 5,647 General and administrative 5,956 5,644 12,652 10,463 Total stock-based compensation $ 15,044 $ 13,642 $ 31,726 $ 27,394 34 Comparison of the three months ended June 30, 2026 and 2025 Revenue Three months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Third-party publishers revenue Redemption revenue $ 61,475 $ 48,588 $ 12,887 27 % Ad & other revenue — — — — % Total third-party publisher revenue 61,475 48,588 12,887 27 % Direct-to-consumer revenue Redemption revenue 18,723 24,620 (5,897) (24) % Ad & other revenue 8,707 12,821 (4,114) (32) % Total direct-to-consumer revenue 27,430 37,441 (10,011) (27) % Total Redemption revenue 80,198 73,208 6,990 10 % Ad & other revenue 8,707 12,821 (4,114) (32) % Total revenue $ 88,905 $ 86,029 $ 2,876 3 % Total redemption revenue increased $7.0 million, or 10%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to a $12.9 million increase in revenue from third-party publishers, partially offset by a $5.9 million decrease in revenue from D2C properties. The increase in third-party publisher redemption revenue was primarily driven by increases in offer supply and third-party publisher redeemers. The decrease in D2C redemption revenue was driven primarily by a decrease in the quantity and quality of offers available to each D2C redeemer and a decrease in D2C redeemers. Ad & other revenue decreased $4.1 million, or 32%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by reduced client spend on D2C ad products, partially offset by an increase in revenue from data products. Cost of revenue Three months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Cost of revenue $ 19,186 $ 17,925 $ 1,261 7 % Cost of revenue increased $1.3 million, or 7%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, due primarily to increases in technology-related costs, inclusive of allocated personnel-related costs, and publisher-related costs. 35 Sales and marketing Three months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Sales and marketing $ 32,880 $ 28,809 $ 4,071 14 % Sales and marketing increased $4.1 million, or 14%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, due to increases of $4.2 million in personnel-related costs and $0.9 million in market research related to third-party measurement studies, partially offset by a decrease of $0.6 million in media spend. The increase in personnel-related costs was driven by increases in bonuses, salaries and wages, and stock based compensation, partially offset by a $0.6 million decrease related to restructuring charges incurred in the prior year. Research and development Three months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Research and development $ 15,073 $ 14,745 $ 328 2 % Research and development increased $0.3 million, or 2%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due primarily to an increase in impairment of capitalized software. General and administrative Three months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) General and administrative $ 21,791 $ 22,264 $ (473) (2) % General and administrative decreased $0.5 million, or 2%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to decreases of $1.1 million in professional fees largely attributable to legal matters and $0.7 million in credit loss expense, partially offset by an increase of $1.3 million in personnel-related costs. The increase in personnel-related costs was primarily driven by increases in bonuses, stock-based compensation, and benefits. 36 Depreciation and amortization Three months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Depreciation and amortization $ 1,852 $ 1,048 $ 804 77 % Depreciation and amortization increased $0.8 million, or 77%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven primarily by increases in depreciation expense associated with our new corporate headquarters and amortization expense from continued investment in our platform, capabilities, and infrastructure. Interest income, net Three months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Interest income, net $ 1,356 $ 2,636 $ (1,280) (49) % Interest income, net, decreased $1.3 million, or 49%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by decreases in cash and cash equivalents and lower interest rates. Other expense, net Three months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Other expense, net $ 11 $ 6 $ 5 83 % Other expense, net, did not change meaningfully during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Provision for income taxes Three months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Provision for income taxes $ 697 $ 1,378 $ (681) (49) % The provision for income taxes decreased $0.7 million, or 49%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to changes in pre-tax book income. 37 Comparison of the six months ended June 30, 2026 and 2025 Revenue Six months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Third-party publishers revenue Redemption revenue $ 115,471 $ 96,783 $ 18,688 19 % Ad & other revenue — — — — % Total third-party publisher revenue 115,471 96,783 18,688 19 % Direct-to-consumer revenue Redemption revenue 37,743 49,824 (12,081) (24) % Ad & other revenue 18,174 23,996 (5,822) (24) % Total direct-to-consumer revenue 55,917 73,820 (17,903) (24) % Total Redemption revenue 153,214 146,607 6,607 5 % Ad & other revenue 18,174 23,996 (5,822) (24) % $ 171,388 $ 170,603 $ 785 — % Total redemption revenue increased $6.6 million, or 5%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to an $18.7 million increase in revenue from third-party publishers, partially offset by a $12.1 million decrease in revenue from the D2C properties. The increase in third-party publisher redemption revenue was primarily driven by increases in offer supply and third-party publisher redeemers. The decrease in D2C redemption revenue was driven primarily by a decrease in the quantity and quality of offers available to each D2C redeemer and a decrease in D2C redeemers. Ad & other revenue decreased $5.8 million, or 24%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven primarily by reduced client spend on D2C ad products, partially offset by an increase in revenue from data products. Cost of Revenue Six months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Cost of revenue $ 38,636 $ 35,017 $ 3,618 10 % Cost of revenue increased $3.6 million, or 10%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to increases of $1.8 million in personnel-related costs, $1.4 million in revenue share, and $0.6 million in data hosting costs. The increase in personnel-related costs was driven primarily by a higher allocation of technology resources and related personnel costs to cost of revenue due to continued investment in our platform, capabilities, and infrastructure. 38 Sales and marketing Six months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Sales and marketing $ 66,928 $ 58,667 $ 8,260 14 % Sales and marketing increased $8.3 million, or 14%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to increases of $6.8 million in personnel-related costs, and $1.8 million in market research related to third-party measurement studies, partially offset by a decrease of $0.9 million in media spend. The increase in personnel-related costs was primarily driven by increases in bonuses, salaries and wages, and stock based compensation, partially offset by a $1.2 million decrease related to restructuring charges incurred in the prior year. Research and development Six months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Research and development $ 29,575 $ 32,814 $ (3,239) (10) % Research and development decreased $3.2 million, or 10%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to a $3.9 million decrease in personnel-related costs, partially offset by an increase of $0.8 million in impairment of capitalized software. The decrease in personnel-related costs was primarily related to an increase in capitalization driven by continued investment in our platform, capabilities, and infrastructure, a higher allocation of resources and related personnel costs to cost of revenue, and a $0.7 million decrease related to restructuring charges incurred in the prior year. General and administrative Six months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) General and administrative $ 45,551 $ 43,650 $ 1,901 4 % General and administrative increased $1.9 million, or 4%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to increases of $2.2 million in stock-based compensation expense and $0.7 million in other personnel-related costs, partially offset by a decrease of $0.8 million in professional fees largely attributable to legal matters. The increase in stock-based compensation was primarily driven by the prior year reversal of $1.6 million of previously recognized expense for unvested equity awards related to the departure of the Company’s former chief financial officer in March 2025. The increase in other personnel-related costs was primarily driven by increases in bonuses, travel, and payroll taxes and fees. 39 Depreciation and amortization Six months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Depreciation and amortization $ 3,407 $ 2,020 $ 1,387 69 % Depreciation and amortization increased $1.4 million, or 69%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven primarily by increases in depreciation expense associated with our new corporate headquarters and amortization expense from continued investment in our platform, capabilities, and infrastructure. Interest income, net Six months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Interest income, net $ 2,866 $ 6,321 $ (3,455) (55) % Interest income, net, decreased $3.5 million, or 55%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by decreases in cash and cash equivalents and lower interest rates. Other expense, net Six months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Other expense, net $ 42 $ 405 $ (363) (90) % Other expense, net, decreased $0.4 million, or 90%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to expense related to a tax matter in the prior year. Provision for income taxes Six months ended June 30, Change 2026 2025 $ % (in thousands, except percentages) Provision for income taxes $ 1,666 $ 1,306 $ 359 28 % The provision for income taxes increased $0.4 million, or 28%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to changes in pre-tax book income and the impact of non-deductible items, including certain executive compensation costs and stock-based compensation. Liquidity and Capital Resources As of June 30, 2026, our principal sources of liquidity included $148.2 million of cash and cash equivalents and $99.0 million of available capacity under a revolving line of credit. 40 Our primary cash needs are for personnel-related expenses, rewards and revenue share and related minimum commitments payable to third-party publishers, sales and marketing expenses, data hosting costs, and software licensing costs. We believe our existing liquidity and cash flows from operating activities will be sufficient to meet our projected operating and capital requirements for at least the next 12 months. Our future cash requirements will depend on many factors, including our pace of growth, the timing and extent of spend to support research and development efforts, the timing of cash collected from clients, the expansion of sales and marketing activities, the introduction of new and enhanced platform offerings, and the volume and timing of our share repurchases. As a result of these and other factors, we may be required to seek additional equity or debt financing. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. Further, our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q. If we are unable to raise additional capital when desired, our business, financial condition, results of operations, and prospects would be adversely affected. 2024 Credit Facility On December 5, 2024, we entered into a Credit Agreement with Bank of America, N.A., as administrative agent, swingline lender, and L/C issuer, which provides us with revolving commitments in an aggregate principal amount of $100.0 million and matures on December 5, 2029 (2024 Credit Facility). The 2024 Credit Facility also allows the Company to request incremental revolving commitments of up to $100.0 million. As of June 30, 2026, we had no outstanding borrowings under the 2024 Credit Facility and availability of $99.0 million, which is net of a $1.0 million outstanding letter of credit related to an office space lease. For further details regarding the credit agreement, see Note 5 - Long-Term Debt to our condensed financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. Common Stock Warrant In May 2021, the Company issued a common stock purchase warrant to Walmart (Walmart Warrant) in connection with a multi-year strategic relationship that makes Ibotta the exclusive provider of digital item-level rebate offer content for Walmart U.S. If the shares available for exercise as of June 30, 2026 were fully exercised, the warrants could provide up to $245.6 million in proceeds to us. For further details regarding the Walmart Warrant, see Note 7 - Stockholders' Equity to our condensed financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. Share Repurchase Program In August 2024, the Company’s board of directors approved a share repurchase program, with authorization to purchase up to an aggregate of $100.0 million of the Company’s Class A common stock (Share Repurchase Program). In each of March 2025, June 2025, and March 2026, the board of directors approved an additional $100.0 million, bringing the total authorization to $400.0 million. The Share Repurchase Program has no expiration date. Repurchases under the Share Repurchase Program may be made from time to time through open market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (Exchange Act). We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of our Class A common stock under this authorization. We are not obligated under the Share Repurchase Program to acquire any particular amount of Class A common stock, and we may terminate or suspend the Share Repurchase Program at any time. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. 41 During the three and six months ended June 30, 2026, the Company repurchased 711,198 and 2,659,708 shares, respectively, of its Class A common stock for an aggregate repurchase amount of $23.2 million and $68.4 million, respectively. The repurchase amount includes immaterial broker commissions and the 1% excise tax on net share repurchases imposed by the Inflation Reduction Act of 2022. Repurchases are reflected as treasury stock on the balance sheets on a trade-date basis. As of June 30, 2026, $67.3 million remains available and authorized for repurchase under the Share Repurchase Program. Cash Flows The following table summarizes our cash flows for the periods presented: Six months ended June 30, 2026 2025 (in thousands) Net cash provided by operating activities $ 43,632 $ 45,715 Net cash used in investing activities (12,265) (11,968) Net cash used in financing activities (69,806) (132,830) Net change in cash, cash equivalents, and restricted cash $ (38,439) $ (99,083) Operating Activities Our collection cycles can vary based on payment practices from our clients, and we are required to pay our third-party publishers within a contractual timeframe, regardless of whether we have collected payment from our client. As a result, timing of cash receipts related to accounts receivable and due to third-party publishers can vary from period to period and impact both positively or negatively our cash provided by operating activities for any period. Net cash provided by operating activities decreased $2.1 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was the result of a $14.6 million increase in net loss, partially offset by a $9.0 million increase in non-cash charges and a $3.5 million increase in net cash inflows primarily from lower net working capital. The increase in non-cash charges was primarily driven by increases in stock based compensation expense, deferred income taxes, depreciation and amortization, and impairment of capitalized software. The increase in net cash inflows from net working capital was primarily due to cash inflows of $12.9 million from liabilities due to third-party publishers driven primarily by timing and growth in existing publishers and $3.5 million from accrued expenses primarily due to personnel-related costs. These net cash inflows were partially offset by cash outflows of $6.3 million from accounts receivable due to growth in gross billings, $3.8 million from other current and long-term assets and liabilities driven by the timing of prepaid expenses, $1.9 million from accounts payable, $0.5 million from deferred revenue, and $0.4 million from the user redemption liability. Investing Activities Net cash used in investing activities increased $0.3 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by a $1.9 million increase in additions to capitalized software development costs, offset by a $1.6 million decrease in additions to property and equipment due primarily to prior year investment in our corporate headquarters. 42 Financing Activities Net cash used in financing activities decreased $63.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by a $69.4 million decrease in purchases of treasury stock, partially offset by a $4.8 million decrease in proceeds from stock option exercises and a $1.1 million increase in taxes paid related to the net share settlement of equity awards. Material Cash Requirements Operating Leases Our operating lease commitments primarily include our corporate headquarters. As of June 30, 2026, we had noncancelable lease obligations of $36.0 million, of which $2.4 million is payable within 12 months and the remainder thereafter. For additional discussion on our operating leases, refer to Note 8 - Operating Leases to our financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Purchase Commitments The Company has noncancelable purchase obligations that relate to minimum commitments with certain third-party publishers and other contractual commitments primarily with software as a service providers in the ordinary course of business. As of June 30, 2026, we had fixed noncancelable purchase obligations of $157.6 million, of which $49.3 million is payable within 12 months, and the remainder thereafter. For additional discussion on these contractual commitments, refer to Note 13 - Commitments and Contingencies to our condensed financial statements included in Part I, Item I, of this Quarterly Report on Form 10-Q. Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with GAAP. In preparing the condensed financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect the underlying business and economic events. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and may involve reliance on complex IT systems. Actual results could differ materially from the amounts reported based on these estimates. There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025. Recent Accounting Pronouncements See Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the notes to our condensed financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q. 43