Ibotta Inc-A 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March31, 2026 OR IBOTTA, INC. (Exact name of registrant as specified in its charter) (303) 593-1633(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of April30, 2026, the registrant had outstanding 20,197,545 shares of Class A common stock and 3,077,424 shares of Class B common stock, each with apar value of $0.00001 per share. TABLE OF CONTENTS PageSpecial Note Regarding Forward-Looking Statements2Part IFINANCIAL INFORMATION5Item 1Condensed Financial Statements (Unaudited)5Condensed Balance Sheets5Condensed Statements of Operations6Condensed Statements of Stockholders’ Equity7Condensed Statements of Cash Flows8Notes to the Condensed Financial Statements (Unaudited)10Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3Quantitative and Qualitative Disclosures About Market Risk40Item 4Controls and Procedures40Part IIOTHER INFORMATION41Item 1Legal Proceedings41Item 1ARisk Factors42Item 2Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases ofSecurities94Item 3Defaults upon Senior Securities94Item 4Mine Safety Disclosures94Item 5Other Information94Item 6Exhibits96Signatures97 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securitieslaws, which involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or ourfuture financial or operating performance. In some cases, you can identify forward-looking statements because they containwords such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,”“believe,” “estimate,” “predict,” “potential,” “seek,” “aim,” “look,” “wish,” “hope,” “pursue,” “propose,” “design,” “forecast,” “try,”“continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans,or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to,statements about: •our expectations regarding financial results and performance, including our operational and financial targets, keymetrics, and our ability to maintain profitability and generate profitable growth over time;•our ability to successfully execute our business and growth strategy;•our expectations regarding the capabilities of our platform and technology;•the sufficiency of our cash, cash equivalents, restricted cash, and marketable securities to meet our liquidity needs;•the demand for the Ibotta Performance Network (IPN) including the size of our addressable market, market share, andmarket trends;•our ability to renew, maintain, and expand our relationships with publishers, including with Walmart Inc. and our otherpublishers on the IPN;•our ability to renew, maintain, and expand our relationships with clients, including in the grocery and generalmerchandise categories (CPG brands), and retailers;•our ability to grow redeemers and redemptions;•our expectations regarding the macroeconomic conditions;•our ability to develop and protect our brand;•our ability to effectively manage costs;•our ability to develop new offerings, services, and features, bring them to market in a timely manner, and makeenhancements to our platform;•our ability to compete with existing and new comp