Preliminary Prospectus dated                  , 2024

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 18 of this prospectus.

(1)See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters.

Ad products. Paid digital advertisements such as banners, tiles, newsletters, and feature placements bought by clients to raise awareness of their offers and/or communicate their brand messages.

Application Programming Interface (API). A set of functions and procedures allowing the creation of apps that access the features or data of an operating system, app, or other service.

Artificial Intelligence (AI). Capabilities that leverage machine learning, deep learning, generative AI, and natural language processing on Ibotta’s technology platform.

Campaign. An organized course of action that clients undertake to promote a product or service on the IPN. A campaign may include one or more offers and related ad products.

Cash back. A form of reward that gives consumers a cash rebate after they purchase a product that qualifies for the reward.

Client. A company that pays Ibotta for the use of its performance marketing platform with the goal of influencing consumer purchase behaviors. A client can own one or multiple CPG brands.

Closed-loop. Any retailer loyalty or rewards program that generates a positive currency that is stored in a digital wallet or stored value account and which then can be spent back at the retailer. Closed-loop programs are an alternative to “open loop” techniques such as paper or digital coupons that give consumers a discount at checkout.

Consumer. An individual who purchases groceries or general merchandise, either online or in-store. If a consumer has accessed the website or downloaded an app of one or more publishers or visited a store of a publisher, such consumer may be counted as multiple consumers.

CPG brand (or brand). A CPG brand is an identifying name of a specific product or group of products owned by a company that sells consumer packaged goods, including in the grocery and general merchandise categories.

Digital offer program. A program that allows consumers to engage with offers on digital properties that could include a website, mobile app, mobile web interface, or some combination thereof.

Digital promotions. Offers, discounts, and cash-back rewards that are marketed through online-based digital technologies such as desktop computers, mobile phones, and other digital media.

Discount. A reduction in the price of a product or service applied at the time of the purchase.

Ibotta Direct-to-Consumer (D2C). Ibotta’s direct-to-consumer products include a free mobile app, website, and browser extension that are branded through Ibotta and allow consumers to earn cash back rewards for everyday purchases.

Ibotta Performance Network (IPN). An AI-enabled technology platform that allows CPG brands to deliver digital promotions to consumers via a network of publishers, in a coordinated fashion and on a fee-per-sale basis.

Integrated retailer. A retailer that sends item-level purchase data to Ibotta so that offers can be seamlessly redeemed in its stores or on its apps or websites.

Manufacturer's Recommended Retail Price (MSRP). The price at which manufacturers recommend that retailers sell their product.

Offer. A digital promotion that encourages consumers to purchase one or more CPG brands or shop at a specific retailer in exchange for a reward or discount.

Offer stacking. The possibility for a consumer to locate the same offer on more than one publisher, make a single purchase, and earn rewards more than once for that offer.

Point of Sale (POS). A device or system that is used to process consumer transactions by retailers.

Publisher. A company that hosts Ibotta-sourced offers on its websites or mobile apps, as part of the IPN. Publishers include third parties that host Ibotta’s offers on a white-label basis (e.g., a retailer publisher such as Walmart), as well as Ibotta itself, which hosts its own offers on Ibotta D2C properties.

Redeemer. A consumer who has redeemed at least one digital offer within the quarter. If a consumer were to redeem on more than one publisher during that period, they would be counted as multiple redeemers.

Redemption. A verified purchase of an item qualifying for an offer by a client on the IPN.

Retail banner. A unique brand name of one retail store or a chain of retail stores owned by a retailer. A retailer may operate one or more retail banners.

Retailer. A parent company that owns and operates one or more physical or virtual stores under one or more retail banners that sell CPG brands to consumers. Retailer includes retailer advertisers, retailer publishers, and integrated retailers.

Retailer advertiser. A retailer that pays Ibotta a publisher commission when consumers click through to, and make a purchase from, the retailer’s website from one of Ibotta’s D2C properties. In some cases, Ibotta may also run promotions funded by retailer advertisers that encompass both online and offline sales, meaning consumers can earn cash back as a percentage of their total in-store basket spend, or as a percentage of their total online basket.

Retailer-exclusive marketing. Marketing dollars that CPG brands designate for the purpose of helping drive sales within one specific retailer environment, sometimes referred to as “shopper marketing.”

Retailer publisher. A retailer that is also a publisher on the IPN, meaning it hosts Ibotta-sourced offers on its digital properties.

Return on Ad Spend (ROAS). A common marketing metric used by CPG brands and other advertisers that measures sales earned for each dollar spent on advertising.

Reward. Value or credit provided to a consumer upon the successful redemption of an offer, which may take the form of cash back, points, or other loyalty currency.

Third-Party publisher. A non-Ibotta D2C publisher that hosts Ibotta-sourced offers on its digital properties and is part of the IPN, e.g., major retailer publishers such as Walmart, Dollar General, and Kroger.

Universal Product Code (UPC). A number that uniquely identifies each product sold by retailers. Each offer specifies which UPCs are eligible for redemption.

White-label. An arrangement that allows publishers to leverage our technology and offers to power their loyalty program without Ibotta’s brand.

•increase the engagement and investment levels of publishers, CPG brands, retailers, and consumers;

•increase the number and variety of publishers that participate in the Ibotta Performance Network (IPN), including retailer publishers;

•drive adoption of Ibotta through marketing and incentives and increase awareness through brand campaigns; and

•invest in our operations to continue scaling our business to achieve and sustain long-term efficiencies.

•our publishers, CPG brands, and retailers reduce, suspend, or terminate their relationship with us;

•we are unable to convince consumers of the value of the IPN and publishers of the value of white-label retailer loyalty programs that leverage our offers and technology;

•our publishers, CPG brands, and retailers do not devote sufficient time, resources, or funds to the promotion of our network and marketing of our digital promotions;

•we are unable to provide a broad range of valuable offers;

•we are unable to deliver a user-friendly experience to consumers;

•consumers increasingly use competitors’ platforms;

•consumers have difficulty installing, updating, or otherwise accessing our platform as a result of actions by us or third parties;

•there are concerns on consumer data practices, concerns about the nature of content made available on our products and offerings, or concerns related to privacy, security or other factors;

•we are unable to manage and prioritize offers to ensure consumers are presented with offers that are appropriate, interesting, useful, and relevant to them;

•we adopt terms, policies, or procedures related to areas such as sharing, content, consumer data, or advertising, or we take, or fail to take, actions to enforce our policies, that are perceived negatively by consumers;

•we undertake initiatives designed to attract and retain consumers, including the use of new technologies such as Artificial Intelligence (AI), that are unsuccessful or discontinued;

•we fail to provide adequate customer service to our publishers, CPG brands, retailers, and consumers;

•CPG brands reduce their investment in offers and offer inventory suffers, which could occur for a variety of reasons, including reduced marketing budgets or supply chain disruptions; and

•our inability to keep up with the rapid growth of the IPN, which could exhaust CPG brand offers too quickly, diminish the number of available offers, and reduce value for consumers.

•increase and retain the number of publishers, CPG brands, and consumers that participate in the IPN;

•diversify the mix of our redemptions from publishers;

•increase the degree to which publishers market their white-label retailer loyalty programs;

•increase our share of advertiser on promotions and media (collectively, marketing spend) through our network;

•preserve and grow the fees we charge on a per redemption or percentage of total basket basis;

•preserve and grow our ad products and other business;

•provide publishers, CPG brands, retailers, and consumers with high-quality support that meets their needs;

•adapt to changes in marketing goals, strategies, and budgets of advertisers and the timing of their marketing spend;

•preserve and grow the rate of redemptions by consumers of their digital promotions;

•preserve or grow our ad products business as well as our data, media, and consumer insights revenue business;

•increase the number of and retain retailers;

•expand our business in existing markets and enter new verticals, markets, and geographies;

•anticipate and respond to macroeconomic changes and changes in the markets in which we operate;

•adapt to rapidly evolving trends in the ways CPG brands, retailers, and consumers interact with technology;

•capitalize on the shift from offline to digital marketing and growth in e-commerce;

•deploy, execute, and continue to develop our analytics capabilities;

•expand the number, variety, quality, and relevance of digital promotions available on our network;

•increase the awareness of our brand to build our reputation;

•hire, integrate, train, and retain talented personnel;

•develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and solutions;

•identify and acquire or invest in businesses, products, or technologies that we believe could complement or expand our products and offerings;

•effectively manage the scaling of our operations;

•avoid interruptions or disruptions to our services; and

•compete successfully with existing and new competitors.

•our ability to attract and retain publishers, CPG brands, and retailers that use our network and convert their activity into sales;

•the mix of our redemptions among our publishers;

•the mix of redemptions as between different CPG brands, which have different fee arrangements;

•our ability to accurately forecast revenue and appropriately plan expenses;

•our ability to respond favorably to existing or new competitors in our market;

•increases in publisher concentration;

•our ability to expand into new CPG brand verticals and new third-party publisher verticals;

•increases in marketing, sales, and other operating expenses including those that are incurred to acquire and retain new publishers, CPG brands, consumers, and retailers;

•the percent of our fee that we share with our publishers;

•the impact of worldwide economic conditions, including inflation, rising interest rates, supply chain disruptions, geopolitical events, such as the conflict involving Russia and Ukraine and Hamas and Israel, and the resulting effect on consumer spending and consumer confidence;

•fluctuations in transaction costs associated with processing consumer cash outs;

•evolving fee arrangements with publishers and CPG brands;

•the seasonality of our business;

•our ability to maintain an adequate rate of growth and effectively manage that growth;

•our ability to maintain and increase traffic to our network;

•the effects of changes in search engine placement and prominence;

•our ability to keep pace with technology changes in our industry, and related privacy regulations;

•the effects of negative publicity on our business, reputation, or brand;

•our ability to protect, maintain, and enforce our intellectual property rights;

•legal expenses including costs associated with defending claims, including intellectual property infringement claims, and related judgments or settlements;

•changes in governmental or other regulations affecting our business;

•interruptions in service including any cybersecurity breaches and any related impact on our business, reputation, or brand;

•our ability to attract and engage qualified employees and key personnel;

•our ability to choose and effectively manage third-party service providers;

•the effects of natural or man-made catastrophic events;

•the impact of a pandemic or an outbreak of disease or similar public health concern, such as the COVID-19 pandemic, or fear of such an event;

•our ability to collect amounts owed to us;

•the timing of the recognition of our deferred revenue;

•the timing of strategic investments and expenditures;

•fluctuations in operating expenses, including cost of revenue, as we seek to improve efficiencies, comply with changing regulatory requirements, and expand our business, offerings, and technologies;

•changes to financial accounting standards and the interpretation of those standards, which may affect the way we recognize and report our financial results;

•the effectiveness of our internal controls over financial reporting; and

•changes in our tax rates or exposure to additional tax liabilities.

•scale and quality of the publishers, CPG brands, and retailers in the IPN;

•ability to attract consumers to our network;

•platform security, usability, scalability, reliability, and availability;

•ability to integrate with publishers and retailers in a timely manner;

•ongoing and uninterrupted access to item-level consumer data with the necessary usage rights required to power our solution;

•measurement that demonstrates the effectiveness of our network;

•brand recognition and reputation; and

•ability to recruit, retain, and train employees.

•accurately forecast our revenue and plan our operating expenses;

•increase and retain the number of publishers, CPG brands, retailers, and consumers;

•successfully compete with current and future competitors;

•successfully expand our business in existing markets and enter new markets and geographies;

•anticipate and respond to macroeconomic changes and changes in the markets in which we operate;

•plan for and manage capital expenditures;

•comply with existing and new laws and regulations applicable to our business;

•maintain and enhance the value of our reputation and brand;

•adapt to rapidly evolving trends in the ways publishers, CPG brands, retailers, and consumers interact with technology;

•avoid interruptions or disruptions in our service;

•develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and solutions;

•hire, integrate, and retain talented technology, sales, customer service, and other personnel;

•effectively manage rapid growth in our personnel and operations; and

•effectively manage our costs.

•price and volume fluctuations in the overall stock market from time to time;

•volatility in the trading prices and trading volumes of technology stocks;

•changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

•sales or expected sales of shares of our common stock by us or our stockholders;

•failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow us or our failure to meet these estimates or the expectations of investors;

•any plans we may have to provide or not to provide financial guidance or projections, which may increase the probability that our financial results are perceived as not in line with analysts’ expectations;

•if we do provide financial guidance or projections, any changes in those projections or our failure to meet those projections;

•changes in the anticipated future size or growth rate of our addressable markets;

•announcements by us or our competitors of new solutions or platform features;

•the public’s reaction to our press releases, other public announcements and filings with the SEC;

•rumors and market speculation involving us or other companies in our industry;

•actual or anticipated changes in our results of operations or fluctuations in our results of operations;

•actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

•litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

•actual or perceived privacy or security breaches or other incidents;

•developments or disputes concerning our intellectual property or other proprietary rights;

•announced or completed acquisitions of businesses, services, or technologies by us or our competitors;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•changes in accounting standards, policies, guidelines, interpretations, or principles;

•any additions or departures of board members, management, or key personnel;

•expiration of lock-up agreements and market stand-off provisions;

•the impact of seasonality;

•other events or factors, including those resulting from war, incidents of terrorism, or pandemics including the COVID-19 pandemic; and

•general economic conditions and slow or negative growth of our markets.

•certain amendments to our amended and restated certificate of incorporation or our amended and restated bylaws will require the approval of at least 66 2/3% of the voting power of our then-outstanding and issued capital stock;

•our board of directors is classified into three classes of directors with staggered three-year terms and stockholders will only be permitted to remove directors from office for cause and for so long as the board is classified;

•our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

•our amended and restated certificate of incorporation will not provide for cumulative voting;

•vacancies and other unfilled seats on our board of directors will be able to be filled only by our board of directors and not by stockholders;

•a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, our President, or the board acting pursuant to a resolution adopted by a majority of the whole board;

•unless we consent in writing to the selection of an alternative forum, certain litigation against us or our directors, officers, stockholders, or employees can only be brought in Delaware;

•our amended and restated certificate of incorporation will authorize                     million undesignated preferred stock, the terms of which may be established and shares of which may be issued by the board of directors without further action by our stockholders; and

•advance notice procedures apply for stockholders to nominate candidates for election as directors at an annual or special meeting of stockholders or to propose business before an annual meeting of stockholders.

•any derivative action or proceeding brought on behalf of us;

•any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, stockholders, or other employees to us or our stockholders;

•any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or

•any action asserting a claim arising pursuant to any provision of our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time) or governed by the internal affairs doctrine.

•our expectations regarding financial performance, including our operational and financial targets, key metrics, and our ability to achieve or increase future 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, and marketable securities to meet our liquidity needs;

•the demand for the IPN including the size of our addressable market, market share, and market trends;

•our ability to renew, maintain and expand our relationships with publishers, CPG brands, and retailers;

•our ability to grow the number of redeemers that use our platform and the amount redeemed by our redeemers;

•our expectations regarding the macroeconomic environment, including rising inflation and interest rates, and uncertainty in the global banking and financial services markets;

•our ability to develop and protect our brand;

•our ability to effectively manage costs;

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

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

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

•our expectations regarding the effects of existing and developing laws and regulations and our ability to comply with such laws and regulations including privacy matters;

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

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

•our expectations regarding our market opportunity and new and evolving markets;

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

•our expectations and management of future growth;

•our expectations concerning relationships with third parties, including with Walmart and Dollar General;

•our ability to expand into new verticals;

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

•the need to hire additional personnel and our ability to attract and retain such personnel;

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

•the increased expenses associated with being a public company;

•the future trading prices of our common stock;

•the impact of the COVID-19 pandemic, or a similar public health threat, on global capital and financial markets, political events, general economic conditions in the United States, and our business and operations; and

•our anticipated uses of net proceeds from this offering.

•Bamboo Rose, FMI Report: 41% of Shoppers are Buying More Private Brands, July 2022

•Bankrate, LLC, Survey: The average American feels they’d need over $200K a year to be financial comfortable, July 2023

•Bond Brand Loyalty Inc., Growth of Customer Loyalty Strategies Raises Bar on Innovation, June 2023

•Built In, Inc., 2023 Best Places to Work, 2023

•Built In, Inc., The Best Places to Work, 2022

•Built In, Inc., The Best Places to Work, 2021

•Cadent Consulting Group, 2022 Marketing Spending, Navigating CPG Marketing Spending in an Inflation Dominated World, December 2022

•CapitalOne Shopping Research, Coupon Statistics, July 2023

•Cision PR Newswire, EY announces Ibotta, Inc.'s Founder & CEO, Bryan Leach, is an EY Entrepreneur Of The Year® 2015 Award winner in the Mountain Desert Region, July 2015

•Cision PR Newswire, Ibotta Recognized by The Denver Post as a Colorado “Top Workplace,” May 2019

•ColoradoBiz Magazine, CEO of the Year: Colorado’s King of Couponing 2.0, November 2018

•Competitive Media Report, LLC d/b/a VIVVIX, Promotion Trends 2022: A Mid-Year Catch-Up, July 2022

•Coupons in the News, Plummeting Coupon Use May Finally Bounce Back, May 2020

•Dollar General, Dollar General Named a Top 50 Fastest-Growing Retailer by Total Retail, January 2022

•Insider Intelligence Inc. and eMarketer, Retail Media Ad Spending Forecast 2022, August 2022

•Forbes, How Dollar General Is Spreading Like Hot Gossip In Tiny Towns Across The Country, May 2022

•Glassdoor LLC, Top CEOs 2018, Employees’ Choice, 2018

•Inc., Best Workplaces 2023, 2023

•Incisiv Inc. and Mercatus Technologies Inc., Digital Maturity Benchmark, Grocery Industry 2022, 2022

•The New York Times, As Prices Skyrocket, Coupons are Harder to Find Than Ever, June 2022

•The NPD Group, L.P., The Shrinking Impact of Promotions, February 2023

•Shopify, 7 Innovative Customer Loyalty Programs and How to Start, June 2022

•Statista Inc., Consumers’ Weekly Grocery Shopping Trips in the United States from 2006 to 2022, May 2022

•Statista Inc., Leading Supermarkets in the United States in 2021, Based on Retail Sales, September 2022

•Statista Inc., Number of Stores of Selected Mass Merchandise Retailers in the United States in 2022, July 2023

•Statista Inc., Share of Consumers Using Physical and Online Coupons in the United States in 2023, June 2023

•Statista Inc., U.S. Dollar Stores - Statistics & Facts, November 2022

•Supermarket News, Price-Conscious Consumers Hunger for Lower Food Tab, June 2022

•The Denver Post, Top Workplace 2021: The Best Large Companies to Work for in Colorado, 2021

•The Denver Post, Top Workplaces 2018: List of Recognized Companies, 2018

•The Denver Post, Top Workplaces 2017: List of Recognized Companies, 2017

•The Wall Street Journal and Deloitte Touche Tohmatsu Limited, Overall Marketing Budget Growth Slows, Digital Spending Increases, August 2023

•The Wall Street Journal, More Shoppers Buy Store Brands, Eating Into Big Food Companies’ Sales, July 2022

•Winsight LLC, More Than Half Of Consumers Say Grocery Delivery Costs Too Much, August 2022

•WordStream, Inc., 165 Strategy-Changing Digital Marketing Statistics for 2023, October 2023

•yahoo!finance, Digital Coupons Market to Hit USD 6,837.16 Mn By 2030, A Detailed Analysis, August 2023

•on an actual basis without any adjustments to reflect subsequent or anticipated events;

•on a pro forma basis, giving effect to (i) the Capital Stock Conversion, as if such conversion had occurred on December 31, 2023, (ii)          shares of our common stock issuable upon the completion of the Note Conversion, as if such conversion had occurred on December 31, 2023, and (iii) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective immediately prior to the completion of this offering; and

•on a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above, and (ii) the sale and issuance by us of     shares of our common stock in this offering, based upon the assumed initial public offering price of $      per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(1)Each $1.00 increase or decrease in the assumed initial public offering price of $     per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, each of our cash, cash equivalents, and investments, additional paid-in-capital, total stockholders’ equity (deficit), and total capitalization by $     million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us. Each increase or decrease of 1.0 million shares in the number of shares of common stock offered by us would increase or decrease, as applicable, each of our cash, cash equivalents, and investments, working capital, total assets, and total stockholders’ equity (deficit) by approximately $     million, assuming no change in the assumed initial public offering price of $     per share and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

•               shares of our common stock issuable upon exercise of options to purchase shares of our common stock outstanding as of December 31, 2023 under our 2011 Equity Incentive Plan (2011 Plan), at a weighted average exercise price of $     per share;

•               shares of our common stock issuable upon the exercise of options to purchase shares of our common stock that we granted after December 31, 2023 under our 2011 Plan, at an exercise price of $     per share;

•                    shares of common stock reserved for future issuance under our 2011 Plan as of December 31, 2023, which shares will be added to the shares to be reserved for issuance under our 2024 Equity Incentive Plan (2024 Plan), which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

•                    shares of our common stock reserved for future issuance under our 2024 Plan as well as any automatic increases in the number of shares of our common stock reserved for future issuance under the 2024 Plan;

•                    shares of our common stock to be reserved for future issuance under our 2024 Employee Stock Purchase Plan (ESPP), which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part, as well as any automatic increases in the number of shares of our common stock reserved for future issuance under the ESPP; and

•                    shares of common stock, following the issuance of shares of our common stock upon the automatic conversion of the convertible notes, based upon an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after taking into account option grants made following the issuance of the Walmart Warrant. The vesting and exercise terms of the Walmart Warrant are further described in the section titled, “Certain Relationships and Related Party Transactions—Agreements with Walmart”.

•               shares of our common stock issuable upon exercise of options to purchase shares of our common stock outstanding as of          under our 2011 Plan, at a weighted average exercise price of $          per share;

•               shares of our common stock issuable upon the exercise of options to purchase shares of our common stock that we granted after          under our 2011 Plan, at an exercise price of $ per share;

•               shares of common stock reserved for future issuance under our 2011 Plan as of          , which shares will be added to the shares to be reserved for issuance under our 2024 Plan, which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

•               shares of our common stock reserved for future issuance under our 2024 Plan as well as any automatic increases in the number of shares of our common stock reserved for future issuance under the 2024 Plan;

•               shares of our common stock to be reserved for future issuance under our ESPP, which will become effective on the business day immediately prior to the date of effectiveness of the

•               shares of common stock, following the issuance of               shares of our common stock upon the automatic conversion of the convertible notes, based upon an assumed initial public offering price of $              per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after taking into account option grants made following the issuance of the Walmart Warrant. The vesting and exercise terms of the Walmart Warrant are further described in the section titled, “Certain Relationships and Related Party Transactions—Agreements with Walmart.”

•Total revenue grew from $210.7 million in 2022 to $          million in 2023, an increase of           %;

•Redemption revenue grew from $138.7 million (or 66% of total revenue) in 2022 to $      million (or          % of total revenue) in 2023, an increase of          %;

•Gross profit grew from $164.5 million in 2022 to $          million in 2023, an increase of           %;

•Net loss decreased from $54.9 million in 2022 to $          million in 2023; and

•Adjusted EBITDA margin improved from (13)% in 2022 to          % in 2023.

•Relationship with clients. The IPN allows our clients to promote their brands’ products and services to consumers through cash back offers. Clients work with us to set up their offers for distribution on our publisher properties including third parties and D2C. Whenever a consumer redeems a client’s offer, we earn a fee.

•Relationship with publishers. We work with publishers who make offers from our clients available to consumers. Such publishers include, but are not limited to, Ibotta D2C and third-party publishers. By making our offers available to consumers, publishers, including retailer publishers, are able to appeal to price sensitive consumers and drive loyalty. Additionally, for retailer publishers that choose to offer a closed-loop rewards program, savings are kept within their ecosystem, which incentivizes future purchases at that retailer.

•Relationship with redeemers. Redeemers benefit from the quantity and quality of offers available on the IPN. Since our founding, we have given over $1.6 billion in cash back to U.S. consumers on their everyday purchases.

Ability to grow redeemers. Our relevance and value to clients depends on our ability to reach a growing audience of consumers who have the potential to become redeemers. Growing our consumer base, whether on our third-party publishers or D2C properties, is dependent on our ability to provide an attractive set of offers within our ecosystem and support seamless redemption experiences. Our ability to deliver offers at-scale will continue to depend on maintaining and growing usage of offers within our existing publishers and adding new publishers to the IPN. For example, we added Walmart as a retailer publisher in August 2022. More recently, we formed strategic partnerships with other major retailers, such as Dollar General and Family Dollar. We have been able to foster and develop multi-year relationships with our retailer publishers, and we intend to further grow our audience by growing redeemers on existing third-party publisher properties, adding new third-party publishers in retail and grocery, and expanding into new categories of publishers such as delivery service providers and non-retailer publishers.

Ability to source offers. Securing offers from our CPG clients is critical to the ongoing success of our platform. We seek to grow the number of offers on our platform. We also focus on deepening each offer budget which allows that offer to remain active longer before reaching its budget cap, as well as broadening each offer’s parameters by including as many qualifying products as possible and imposing as few restrictions on offer distribution as possible, consistent with the marketing objectives the client has for any given campaign. These quantitative and qualitative dimensions of our offer inventory are highly correlated to our ability to attract and retain publishers and redeemers. As we add publishers, we reach a larger, more engaged audience, and as a result, we typically see higher redemptions. Increasing the number of offers on our platform is often the result of expanding budgets with existing clients and adding new clients or additional brands within an existing client’s portfolio. Winning more publishers presents more opportunities to increase our share of marketing budgets from more CPG brands. As we have proven our ability to deliver a high return on CPG brand ad spend, driven by our wide reach to millions of consumers through the IPN, efficient and measurable fee-per-sale campaigns, seamless campaign execution and management, and valuable item-level insights, CPG brands have expanded their spend with us. We may also expand our offer inventory by continuing to penetrate general merchandise categories such as toys, clothing, beauty, electronics, pet, home goods, and sporting goods. These non-grocery verticals contain some of the largest advertisers in the United States and a large portion of the shelf space and revenue at mass and specialty retailers, and yet have historically had few, if any, success-based marketing tactics available to them. We increase the number and quality of offers on our platform through the efforts of our client-focused sales teams and business-to-business focused marketing.

Continue to enhance the IPN through innovation. We will continue to invest in technology to further develop and accelerate the growth of the IPN for CPG brands, publishers, and consumers. As the data generated by the IPN grows, we believe Ibotta will generate more valuable insights about purchase behavior and market trends, and may be able to automatically optimize recommendations for consumers as well as campaigns for clients based on real-time data from across the network. We intend to enable CPG brands to leverage our Artificial Intelligence (AI)-powered tools to run success-based marketing programs that achieve their specific goals. CPG brands may also be able to create digital offer campaigns programmatically via other buying platforms.

Seasonality. Our business experiences seasonality as it is closely correlated with consumer spending on CPG goods over the course of the year. We have historically experienced heightened consumer activity during holidays, which results in higher redemptions on a relative basis. As a result, the fourth quarter represented 31% and          % of total revenue for the fiscal years ending 2022 and 2023, respectively. As our business continues to scale and growth stabilizes, we may experience other seasonal trends and existing seasonal trends may become more prominent and contribute to fluctuations in our results of operations.

*Totals may not foot due to rounding.

*Totals may not foot due to rounding.

For 2023 and 2022, D2C redemptions per redeemer were approximately          and 64.9, respectively, due to an increase in the quantity and quality of offers available.

For 2023 and 2022, third-party publisher redemptions per redeemer were approximately          and 14.7, respectively. This year-over-year increase was driven primarily by the launch of additional publishers and the growth in existing publishers.

For 2023 and 2022, total redemptions per redeemer were approximately          and 48.7, respectively.

For 2023 and 2022, D2C redemption revenue per redemption was $          , and $1.01, respectively, driven by a change in the mix of offers.

For both 2023 and 2022, third-party publisher redemption revenue per redemption was $          , and $0.72, respectively.

For 2023 and 2022, total redemption revenue per redemption was $          , and $0.98, respectively.

Adjusted EBITDA and Adjusted EBITDA margin for 2023 and 2022 were approximately $          million, or          %, and $(27.5) million, or          %, respectively. The following table provides our Adjusted EBITDA for 2023 and 2022, and a reconciliation of net loss to Adjusted EBITDA and net loss margin to Adjusted EBITDA Margin.

(1)Interest expense, net amounts presented in Other expense, net in Consolidated Statements of Operations “Index to Consolidated Financial Statements”

(2)Amortization of capitalized software development costs included in cost of revenue for the years ended December 31, 2023 and 2022 was $          million and $3.3 million, respectively.

(3)See Stock-based Compensation section in “Financial Condition and Results of Operations” for more information

(4)Other expense, net is comprised of realized gains and losses on the sale of short-term investments and penalties.

(1)Amounts include stock-based compensation expense as follows:

•incremental costs of obtaining a contract are recognized as an expense as incurred; and

•consideration is not adjusted for the effects of any financing components.

•Fair Value of Common Stock - Because our common stock is not yet publicly traded, we estimate the fair value of our common stock, as discussed in the section titled “Common Stock Valuations” below.

•Expected Volatility - As we do not have a trading history for our common stock, we estimate the expected volatility based on historical volatilities of comparable guideline public companies.

•Expected Term - The expected term is the period of time for which the award is expected to be outstanding assuming that the award vests. We estimate the expected term using the simplified method, calculated as the midpoint between the requisite service period and the contractual term of the award. The simplified approach is applied as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

•Risk-Free Interest Rate - The risk-free rate assumption is based on the U.S. Treasury yield that corresponds with the expected term.

•Expected Dividend Rate - We use a dividend yield of zero, as we have not historically paid dividends, nor do we expect to do so in the future.

The fair value of our common stock underlying our stock-based compensation awards is determined by our board of directors, with input from management and corroboration from an independent third-party valuation specialist, in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held- Company Equity Securities Issued as Compensation. In the absence of a public trading market, our board of directors exercises significant judgment and considers numerous objective and subjective factors to determine the fair value of our common stock as of the date of each grant, including the following factors:

•contemporaneous valuations performed by third-party valuation firms;

•the nature of the business, including its history;

•the economic outlook in general and of the specific industry at the date of the valuation;

•our book value and financial condition;

•our earnings capacity;

•the existence or lack of goodwill, or other intangible assets;

•sales of stock and the size of the block to be valued;

•the market prices of stocks of corporations engaged in the same or similar lines of business as the Company and whose stocks are activity traded in a free and open market, either on an exchange or over-the-counter;

•the prices of convertible preferred stock sold by us to third-party investors in arms-length transactions.

•the lack of marketability of our common stock; and

•the likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our business given prevailing market conditions.

Our cash, cash equivalents, and short-term investments are held for working capital purposes and primarily consist of cash on hand and highly liquid investments in money market instruments, commercial paper, U.S. Treasury securities, and investment grade corporate notes. As of December 31, 2022, we had cash and cash equivalents of $17.8 million and short-term investments of $27.7 million. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and the fair market value of our investments. However, due to the short-term nature of our investment portfolio, we do not believe a hypothetical 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.

•Total revenue grew from $210.7 million in 2022 to $       million in 2023, an increase of       %;

•Redemption revenue grew from $138.7 million (or 66% of total revenue) in 2022 to $       million (or       % of total revenue) in 2023, an increase of       %;

•Gross profit grew from $164.5 million in 2022 to $       million in 2023, an increase of       %;

•Net loss decreased from $54.9 million in 2022 to $       million in 2023; and

•Adjusted EBITDA margin improved from (13)% in 2022 to        % in 2023.

•Efficiency. It is inefficient for a CPG brand to negotiate, set up, and coordinate delivery of offers with each retailer that carries its products or each publisher that hosts its content. Working with a single third-party provider allows CPG brands to quickly and efficiently launch offers on a nationwide scale and track their cross-retailer campaigns through a single interface.

•Scale. CPG brands and retailers need to reach the widest possible audience, including potential new consumers who do not belong to their loyalty programs or visit their apps and websites. This is made possible by tapping into a broader promotions network that gives them access to over 200 million consumers through a large and diverse group of publishers.

•National content. CPG brands generally have large national budgets that are reserved for platforms that can deliver promotions across multiple retailers. If a single retailer were to source its own offers, it would immediately be confined to the smaller retailer-exclusive marketing budgets set aside by a CPG brand for use with just that retailer. Moreover, a retailer sourcing offers through its merchandising operation risks diverting attention away from higher priority conversations regarding investments in price or higher margin products such as retail media.

•Coordination. CPG brands must ensure that their offers cannot be stacked across multiple publishers. To achieve this, there needs to be a single third-party network administrator that performs an “air traffic control” function, keeping track of which offers have been used on which publishers, in what order, and where credit has already been awarded so that it cannot be given a second time for the same purchase.

•Technological capability. CPG brands are experts in developing and marketing new products. Retailers are experts in merchandising, product placement, supply chain management, and retail operations. Neither is likely to have the time, expertise or desire to develop the necessary technology, including the tools to manage offer setup, design and optimization, AI-powered recommenders, digital wallet technology, billing, fraud prevention, and so forth. Leveraging a specialized third-party platform allows them to remain focused on what they do best.

Offer sourcing. Ibotta’s sales team directly sources digital offers from over 2,250 different CPG brands, and in some cases their media buying agencies. Each offer is loaded into our network along with key parameters such as the eligible products, total campaign budget, campaign expiration date (if any), and any targeting criteria specifying which consumer segments should receive the offer. Certain parts of this process can be done on a self-serve basis, without the involvement of our team, while others are accomplished with help from our account managers. Ibotta does not receive and redeploy CPG offers from any third-party source of offers; instead, we source it ourselves for exclusive distribution to

Technology platform. Our cloud-based, AI-driven technology platform is built on an open architecture that enables us to deliver millions of offers from CPG brands to consumers across our network of publishers. The key components of this platform include:

•Purchase data. We receive and process a large amount of item-level consumer purchase data from our retailer POS integrations and use that data to process offer redemptions and help drive high return on investment outcomes for CPG brands.

•AI offer engine. We help our clients determine the optimal offer value, offer cadence, offer breadth, and targeting criteria for a given campaign, based on their strategic objectives. Using AI, we build recommenders that are designed to match the right offers with the right consumers at the right time. With machine learning, our recommendation algorithms continuously improve, allowing us to drive higher conversion and cost efficiency for our clients.

•Administration. We handle all aspects of billing and collections, as well as managing cash flows. We also provide our clients with a portal that allows them to set up and refine their offer parameters, as well as monitor and analyze their campaign performance.

•Risk management. We help minimize offer stacking by ensuring that a consumer who earns a reward for redeeming an offer on Ibotta’s app cannot earn a second, redundant reward on a third-party publisher for the same underlying purchase. All this is done in a manner that complies with the relevant privacy rules concerning uses of consumer data.

Distribution via publishers. We match and distribute our digital offers through retailer publishers and Ibotta D2C properties, with additional distribution channels planned for the future. We have formed strategic, and in some cases, exclusive relationships with large retailers such as Walmart, Dollar General, and Family Dollar. In some cases, Ibotta has negotiated the right to become the exclusive provider of item-level offers for their digital properties. On these third-party publisher sites, consumers do not need an Ibotta account or mobile app to redeem offers. Ibotta’s own, D2C properties also publish our offers, under the Ibotta brand.

CPG brand flywheel. The first flywheel effect relates to CPG brands. The more offers CPG brands sponsor, the greater value we are able to deliver to consumers, and the more likely that they continue to engage with and recommend our offers to friends. The more consumers engage, the more investment we receive from both new and existing CPG brands that are eager to influence the greater spending power of this audience. The more offers are redeemed on the IPN, the more redemption data we collect in relation to each consumer, and the better our AI models become at recommending personally relevant offers for each consumer.

Retailer flywheel. The second flywheel effect relates to retailers. The opportunity to entice more consumers into their stores and onto their websites motivates retailers to take steps that further increase consumer engagement. For instance, retailers can make it easier to redeem offers in their stores by integrating their POS with Ibotta or hosting our offers on their own apps and websites as part of their loyalty rewards programs. As offers become easier to redeem, more consumers use them, which in turn

“One-stop shop” for national promotions. Ibotta provides CPG brands with a comprehensive solution that simplifies and streamlines the entire digital promotions process from end-to-end. Through the IPN, CPG brands can deliver offers across multiple large publishers at once, implementing a national promotional strategy in a way that would be practically unachievable in a world of siloed budgets stitched together retailer by retailer. Once clients become familiar with our technology platform, they can quickly and easily set up campaigns, monitor performance, and track budget levels, all without the hassle of managing offer administration themselves.

Shared success model that aligns our incentives with our clients’ incentives. Our innovative fee-per-sale model increases the cost efficiency of digital marketing within the CPG industry. Instead of paying for upper funnel metrics like clicks or impressions, which can be difficult to tie out deterministically to an in-store sale, many CPG brands prefer to invest in tactics that deliver bottom of funnel results, meaning verified sales. The IPN takes risk out of the equation because our clients know upfront what the cost per unit sold will be and do not bear the risk of lower than expected conversion. We only make money when CPG brands make money, and this alignment of incentives creates trust and encourages them to invest more on the IPN over time.

Audience scale capable of moving substantial sales volumes for clients. Built over a decade, the IPN represents the largest item-level network of CPG brands, publishers, and consumers in the digital

Ability to access national promotions budgets, leveraging our large D2C business. Ibotta’s sales team has over a decade of experience building relationships with thousands of CPG brands and sourcing offers for placement on our widely used app, and more recently for distribution across our broader network. Other digital promotions companies either do not have comparable D2C properties, or have properties that reach much smaller audiences. Without a meaningful D2C presence, competitors have difficulty securing cross-retailer, national offers. Instead, they are forced to rely heavily on the retailer’s own merchant teams to source offer content on their behalf. This gives Ibotta an advantage in winning business with new retailer publishers because our competitors cannot match the same volume of incremental, national offers.

Strong partner network that includes leading retailers. Our integrations and partnerships with large retailers give our CPG brands access to over 200 million U.S. consumers. With some retailer publishers, such as Walmart and Dollar General, we are the exclusive provider of all manufacturer-funded cash back offers. As CPG brands place promotions on the IPN, their products place pressure on those brands’ competitors to engage with Ibotta to help them remain competitive. We believe this bandwagon effect has and will continue to help Ibotta grow revenue with clients.

Single source of truth for coordinated offer delivery. Before the introduction of the IPN, CPG brands had to stagger their digital promotions to prevent them from overlapping or being stacked with each other. The IPN made it possible for CPG brands to deliver digital promotions across retailers without the risk that their promotions could be redeemed in more than one publisher environment, for a single purchase. Because Ibotta operates both the largest digital promotions D2C app and the largest digital promotions network of third-party publishers, we believe we are well situated to prevent consumers from stacking offers that are published on retailer publishers, such as Walmart, with those same offers presented on Ibotta’s app. We believe it would be difficult to replicate the “air traffic control” function that our network performs because Ibotta’s large retailer publishers, and the Ibotta D2C app, would not be part of any other solution.

Powerful AI-driven technology that leverages a highly differentiated data set. We use cloud-based, serverless technology to ingest and process vast amounts of cross-retailer, item-level purchase data. In 2022 alone, Ibotta ingested and stored over 3 billion lines of purchase data. This consists of structured data we receive directly from POS integrations with 86 retailer partners, as well as data we extract from consumer-provided receipt photos using optical character recognition (OCR) technology. This valuable dataset powers our proprietary AI models and helps us get better and better at recommending the right offers to consumers and creating the right types of offers for our clients.

Privacy-compliant approach to digital marketing. The core of Ibotta’s solution does not rely on third-party cookies for targeting and measurement. Instead, consumers voluntarily provide their purchase data in order to receive rewards and personalized offers. We believe this is a differentiated advantage relative to other digital advertising providers that target CPG advertisements based on past website and app usage patterns. As Google phases out third-party cookies in 2024 and assuming consumer opt-in rates for tracking on iOS remain low, we believe ad targeting and measurement capabilities in those environments will be further diminished, making our capabilities stand out more for CPG brands.

Grow our audience. To deliver more redemptions in the future, we plan to reach more consumers with our digital offers. Ibotta will seek to continue to grow the audience that we reach through the IPN through increased penetration at existing publishers and by adding to the network of third-party publishers.

•Grow redeemers on existing third-party publisher properties. We believe there is significant opportunity to grow the audience at existing third-party publishers. Ibotta works closely with its publishers and serves as an advisor to enhance publisher programs from a technical and user experience perspective. Additionally, Ibotta provides publishers with advice on marketing best practices for digital offers programs, with a focus on reaching the maximum audience, building consumer engagement, and driving offer redemptions. Ibotta is uniquely positioned to provide this type of consultation to publishers, as it has spent more than a decade operating a widely used savings app in the CPG industry. For example, one large retailer publisher turned to Ibotta to help design the user experience for their new cash back program. They meet with us on a regular basis to incorporate new and improved techniques to improve the number of redemptions within their program. There has been significant growth in usage of Ibotta-powered rewards programs at current publishers, as measured by the number of redeemers and redemptions. Our goal is to continue this growth through our efforts and those of our partners.

•Add new third-party publishers in grocery. We are focused on expanding our audience by building new partnerships with retailers that sell CPG products. Given Ibotta’s offer inventory advantage relative to competitors, we believe we provide a strong value proposition for retailers looking to work with a white-label provider of digital offers. We believe Ibotta’s decade of experience operating a popular D2C app further strengthens our go to market message with potential new partners.

•Expand into new categories of publishers. In addition to expanding within the grocery channel, Ibotta may also seek to publish its content on the properties of delivery service providers, specialty retailers, and other, non-retailer publishers.

◦Delivery service providers. Companies that provide delivery services for grocery, mass retail, pharmacy, warehouse club, and dollar store retailers sell products that have a strong overlap with Ibotta’s offers. Without access to national offers, these service providers would have to execute separate digital offers for each individual retailer on their platform. Instead, Ibotta gives these companies a quick and easy way to incorporate a large number of national offers that work across different retailer environments. The benefits of doing so include boosting usage and repeat usage, offsetting the cost of delivery, and supporting the growth of their retail media businesses.

◦Non-retailer publishers. Ibotta intends to also make offers available on non-retailer websites and apps where consumers could benefit from interacting with our promotional content. Examples could include banking rewards programs, recipe sites, social networks, news sites,

Add offers. We have observed a strong correlation between the offers we make available to consumers and the number of redemptions we generate. An expanded library of offers increases the odds that a consumer will find something he or she wants to buy, increasing redemptions per redeemer. At the same time, adding more attractive and more numerous offers grows the redeemer base because consumers who earn rewards are more likely to keep coming back to redeem offers in the future. Today, we capture less than one percent of the approximately $200 billion that CPG brands spent in 2022 marketing their products. In order to capture a larger portion of that market, we will seek to grow investment from our existing CPG brands, while also seeking to expand into new brands and categories.

•Grow investment from current clients. Within each client that invests in Ibotta today, we believe there is a significant opportunity to grow their budget invested to keep up with the growth of our audience. Additionally, many of our clients have multiple brands within their portfolio, and we only service a subset of those brands today. As marketers with one brand in the portfolio have success, they often recommend our service to their counterparts, which gives us the opportunity to expand the breadth of our partnership within a given CPG company. For example, in 2022, we worked with 15 brands at a major food manufacturer. Through proof of concept and illustration of the incremental value of our growing network, we now work with 53 brands at that manufacturer.

•Expand our client base. While we already work with many of the CPG companies in the United States, there are still many CPG companies that do not yet use our services. Armed with the scale of the IPN and the exclusive access to place promotions on key retailers, we hope to bring those companies onto our list of clients. Additionally, we have significant untapped opportunities in general merchandise categories such as toys, clothing, beauty, electronics, pet, home goods, and sporting goods. These non-grocery verticals contain some of the largest advertisers in the United States and a large portion of the shelf space and revenue at mass retailers, and yet have historically had limited success-based marketing tactics available to them. We began focusing on this market in earnest in 2022, and now work with over 100 general merchandise CPG brands. Examples include brands such as LEGO, Energizer, Samsung, and Conair. Participation from general merchandise CPG brands will likely make up a material portion of our revenue growth in future years.

Continue to enhance the IPN through innovation. We will continue to invest in technology to further develop and accelerate the growth of the IPN for CPG brands, publishers, and consumers. As the data generated by the IPN grows, we believe Ibotta will generate more valuable insights about purchase behavior and market trends and may be able to automatically optimize recommendations for consumers as well as campaigns for clients based on real-time data from across the network. We intend to enable CPG brands to leverage our AI-powered tools to run success-based marketing programs that achieve their specific goals. CPG brands may also be able to create digital offer campaigns programmatically via other buying platforms. For publishers, Ibotta will look to make integrating into the IPN even easier, and expects to add technologies such as a digital wallet capability which will facilitate retailers’ transitioning to closed-loop rewards systems. Ibotta will aim to continue to engage consumers on our D2C apps, website, and browser extension by integrating more deeply with our retailer publishers to make offer redemption as easy as possible. Wherever possible, consumers will be able to use their preferred payment instrument or loyalty program to redeem offers seamlessly on Ibotta D2C properties.

*Illustrative Ibotta Partner Portal dashboard with mock data illustrating common metrics CPG brands are able to view within IPN reporting dashboards including impression counts, offer unlocks and offer redemptions.

      

Data ingestion. Our business model requires us to know whether a consumer has successfully redeemed an offer by purchasing one or more qualifying items, either in-store or online. Therefore, at the heart of Ibotta’s technology is our data lake consisting of item-level purchase data. In 2022 alone, Ibotta ingested and stored over 3 billion lines of purchase data. We use cloud-based, serverless technology to ingest and process vast amounts of cross-retailer, item-level purchase data in near real-time. This data is ingested from several sources, including our POS integrations with 86 retailers as well as from consumer-provided receipt purchase data. It includes the Universal Product Code (UPC), quantity, and price of the items for a transaction along with the total amount paid, date, time, and store location. The vast majority of our purchase data comes from direct integrations.

Data, analytics, and AI platform. Our cloud-based, data and AI platform is built on an open architecture that enables us to deliver millions of offers from CPG brands in a targeted, personalized way to consumers through our network of publishers. We leverage our unique cross-retailer, omnichannel, item-level purchase dataset to power proprietary AI models that can be used to predict future purchases, campaign performance, offer redemption velocity, and more. We use natural language processing, machine learning, and large language models to clean, categorize, and enhance the billions of lines of purchase data we process and then make it available via our data platform. It is then leveraged to adjudicate offer redemptions and power AI models and analytics across our entire technology stack including recommenders, search engines, audience targeting systems, campaign forecasting, targeted marketing efforts, and more. The more data we accumulate, the better our AI models become.

Campaigns and offers. Our ability to drive sales for our clients turns in large part on our advanced capabilities in campaigns and offers. We believe Ibotta attracts consumers by allowing them to maximize savings, which we are able to do through the volume, quality, and personalization of the offers we provide. Our campaigns and offers capabilities include campaign creation, offer syndication, personalization, search, audiences and targeting, and distribution configuration. These capabilities power our clients’ ability to create, launch and execute successful campaigns in a highly automated manner with strategic recommendations powered by our AI engine and informed by our differentiated access to data. Our technology also enables clients to personalize offers and decide which audiences to target.

Purchases and redemptions. Our technology platform helps orchestrate purchases and redemptions through our sophisticated capabilities in tracking and data analysis. Our systems are able to track which offers have been selected by consumers in real-time, match offers to the specific qualifying products that have been purchased, and log redemptions accordingly. Our real-time campaign tracking allows clients to monitor the success of their campaigns - providing visibility into total unit movement, sales lift, demographic and geographic data, market share, brand switching behavior, and ROAS while the campaign is still ongoing, arming clients with the information they need to measure the efficacy of their campaigns and to optimize campaign performance and manage their budgets accordingly.

Payments and finance. Critical to our success is our ability to deliver technology that manages the flow of funds to consumers, CPG brands, and publishers. Our systems are able to maintain rewards ledgers for each consumer within each publisher environment, track the accumulation of rewards through a digital wallet, orchestrate the flow of funds, and take care of all downstream billing and logistics. Our sophisticated anti-fraud systems work to prevent third parties from committing fraudulent activities such as improperly claiming referral discounts or submitting counterfeit receipts to improperly claim cash back rewards. With our capabilities reducing both the risks and the number of instances of fraud, we are positioned to win the trust of CPG brands and publishers, and more effectively serve our entire ecosystem.

Robust API integrations. We built our technology platform to be highly flexible and scalable with our API-first design, enabling CPG brands and retailers to easily integrate with us. We allow our customers and partners to leverage our APIs to integrate insights from our differentiated access to data into critical apps such as their customer relationship management software, marketing analytics tools, and more.

For CPG brands. In sourcing offer budgets from CPG brands, we compete with legacy promotional tactics such as paper coupons, printable coupons, and FSIs, as well as load-to-card programs that publish digital coupons on the apps and websites of certain grocery retailers. In many cases, media agencies that invest in Ibotta choose to do so instead of investing in various display advertising alternatives. These include large social media and search-oriented platforms, programmatic media networks that sell ads on a cost per click (CPC) or cost per impression (CPM) basis, and more traditional offline advertising spend. We believe CPG brands can generate a high and quantifiable return on their online or offline ad spend with Ibotta due to our fee-per-sale model, large audience reach, single solution to share offers across multiple retailers, unparalleled omnichannel purchase-level data, our cookie-less privacy compliant marketing solution and our ability to limit stacking.

For publishers. We compete against rival digital coupon providers to convince retailers to leverage our technology and publish our offers on their digital properties. We believe that our access to national promotions budgets gives Ibotta differentiated access to the largest volume of digital promotions content. Our technology provides an easy integration and onboarding process. These advantages allow our retailer publishers to build higher consumer engagement, deliver more savings to their consumers, and create loyalty which helps them capture greater market share. Retailers could conceivably source offers for their own digital offers program, either in addition to or instead of working with a third-party partner. In that case, however, the retailer would likely be limited to retailer-exclusive offers and may not be able to tap into national promotions budgets within CPG brands. Further, Ibotta takes care of these functions so that retailers can focus their conversations with suppliers on negotiating the lowest possible price for goods and encouraging investments in higher margin products, such as retail media.

For consumers. Consumers can choose from among many other rewards programs that provide cash back, rewards, or discounts, including credit cards, individual retailer loyalty programs, and online

•Companies that distribute paper coupons, retailer circulars, and FSIs, as well as load-to-card digital coupons through grocery retail apps and websites in a white-label fashion

•Other mobile apps that offer points, cash back rewards, or discounts to consumers when they upload their physical receipts or send in their e-receipt data

•Traditional and digital advertisers

•Operators of other cash back rewards programs, including those that focus on sitewide cash back for online purchases

•Integrity

•Boldness

•Ownership

•Teamwork

•Transparency

•A Good Idea Can Come From Anywhere

(1)Member of the audit committee

(2)Member of the compensation committee

(3)Member of the corporate governance and nominating committee

Bryan Leach, Founder, Chief Executive Officer, President, and Chairman of our Board of Directors. Mr. Leach founded Ibotta in 2011, when he realized the need for a more innovative approach to connecting 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). Ibotta also operates a popular direct-to-consumer cash back app, which has garnered over 50 million registered users. Since inception, the Company has credited over $1.6 billion in cash back, which has helped consumers pay for life’s necessities, including food, shelter, healthcare, and education. Mr. Leach is a frequent commentator on loyalty and rewards and digital 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. 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.

Sunit Patel, Chief Financial Officer. Mr. Patel has served as our Chief Financial Officer since February 2021. Prior to Ibotta, Mr. Patel was Executive Vice President, Merger and Integration at T-Mobile, a telecommunications company, from October 2018 to April 2020. Mr. Patel previously worked at Level 3 Communications Inc., a telecommunications company (which was acquired by CenturyLink, Inc., a telecommunications company) from March 2003 until October 2017 as Chief Financial Officer, and as Chief Financial Officer of CenturyLink, Inc. from October 2017 to October 2018. Mr. Patel holds a Bachelor’s degree in Chemical Engineering and Economics from Rice University and is a Chartered Financial Analyst.

Luke Swanson, Chief Technology Officer. Mr. Swanson has served as our Chief Technology Officer since January 2013 and is a member of our founding team. He was previously our Vice President of Engineering from April 2012 to January 2013. Previously, Mr. Swanson was Vice President of Engineering at Photobucket Corp., an image and video hosting website from December 2009 to April 2012. Mr. Swanson holds a Bachelor’s degree in Computer Science from the University of Colorado at Boulder.

Marisa Daspit, Chief People Officer. Ms. Daspit has served as our Chief People Officer since December 2021. Previously, she served as our Senior Vice President of People from July 2020 to December 2021, our Head of People from July 2019 to July 2020, and our Director of Talent Management from December 2018 to July 2019. Ms. Daspit served as a Founding Member of CPOHQ, a platform for Chief People Officers to learn from each other from June 2020 to December 2021. Prior to joining the Company, Ms. Daspit served as Director Organizational Effectiveness at Welltok, Inc., a healthcare consumer activation platform from September 2017 to December 2018. Ms. Daspit holds a Master of Arts, Instructional Learning Technologies from the University of Colorado Denver.

Richard Donahue, Chief Marketing Officer. Mr. Donahue has served as our Chief Marketing Officer since January 2021. Previously, he served as our Senior Vice President of Marketing from December 2015 to January 2021, our Vice President of Marketing from August 2014 to December 2015, our Director of Marketing from April 2014 to August 2014, and our Director of Sales from May 2013 to March 2014. Prior to joining Ibotta, Mr. Donahue worked in brand marketing at Kraft Heinz Co. from August 2010 to May 2013. Mr. Donahue holds a Master of Business Administration Degree from the University of Texas at Austin and a Bachelor’s degree in Political Science from the University of California at Los Angeles.

Amir El Tabib, Chief Business Development Officer. Mr. El Tabib has served as our Chief Business Development Officer since December 2022. Previously, he served as our Senior Vice President of Business Development from December 2020 to December 2022, our Vice President of Business Development from January 2020 until December 2020, our Senior Director, Retail Partnerships from July 2017 to January 2020, our Director, Retail Partnerships from January 2017 to July 2017, and our Account Executive, Retail Partnerships from February 2016 until December 2016. Mr. El Tabib holds Bachelors degrees in Political Science and Business Administration from the University of Colorado Boulder and a Master of Business Administration from the University of Chicago Booth School of Business.

John Jackson, General Counsel. Mr. Jackson has served as our General Counsel since July 2023. Previously, he served as our Senior Vice President, Legal since July 2018. Prior to joining the Company, Mr. Jackson served as General Counsel, Executive Vice President of Corporate Development, and Corporate Secretary to the Board at Gaia, Inc. (formerly Gaiam, Inc.) from June 2006 to June 2017. Mr. Jackson holds a Bachelor’s degree in Psychology from Davidson College and a J.D. from Vanderbilt University Law School.

Chris Jensen, Chief Revenue Officer. Mr. Jensen has served as our Chief Revenue Officer since December 2022. Previously, he served as our Executive Vice President of Revenue from August 2021 to December 2022, our Senior Vice President of Partnerships + Business Development from July 2018 to August 2021, and our Vice President of Partnerships from October 2016 to July 2018. Mr. Jensen was also the Founder and CEO of Givella, LLC, a mobile fundraising and marketing platform from 2014 until 2019, and a Global Marketer at Whole Foods Market, Inc. from 2008 to 2015. Mr. Jensen holds a

Amanda Baldwin, Director. Ms. Baldwin joined our board of directors in September 2021. Since July 2016, she has been the Chief Executive Officer of Supergoop!, a skincare company. From June 2012 to July 2016, she served as Senior Vice President, Operating Team, at L Catterton, a management company, and as Chief Marketing Officer at Strivectin/NIA-24, its portfolio company. She has also served in various roles, including most recently as Vice President, Retail Development, Dior Beauty Marketing, at LVMH from October 2008 to June 2012 and Director, Clinique Marketing, from July 2006 to October 2008 at Estee Lauder. Ms. Baldwin holds a A.B. degree in Social Studies from Harvard University and a Master of Business Administration degree from the University of Pennsylvania. We believe Ms. Baldwin’s management and marketing experience qualifies her to serve on our board of directors.

Amit N. Doshi, Director. Mr. Doshi joined our board of directors in 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 investments and finance qualifies him to serve on our board of directors.

Thomas D. Lehrman, Director. Mr. Lehrman joined our board of directors in October 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 has 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 Mr. Lehrman’s management experience and experience in investing and finance qualify him to serve on our board of directors.

Valarie Sheppard, Director. Ms. Sheppard joined our board of directors in September 2021. Ms. Sheppard worked at Procter & Gamble (P&G) as Treasurer, Controller & 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, Comptroller from October 2013 to April 2019, and in various other roles since July 1986. Ms. Sheppard led P&G’s global 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 United States and internationally. Ms. Sheppard served as a board member of the Federal Reserve Bank of Cleveland, from January 2018 to December 2021 and Innovative International Acquisition Corp. from October 2021 to July 2023. Ms. Sheppard is currently a board member of Sovos Brands, Inc., since September 2021, and KDC-One, a package design and manufacturing solutions provider, since April 2021. From 2015 to 2020, Ms. Sheppard was a board member of Anixter International, Inc., a distributor of network and security solutions. 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

Larry W. Sonsini, Director. Mr. Sonsini joined our board of directors in October 2014. Mr. Sonsini is a Senior and Founding Partner of Wilson Sonsini Goodrich & Rosati, P.C. where he has practiced since 1966 and has served as CEO 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, and a former member of the NYSE board of directors and experience serving on public company boards qualify him to serve on our board of directors.

•the Class I directors will be          , and their terms will expire at the annual meeting of stockholders to be held in 2025;

•the Class II directors will be          , and their terms will expire at the annual meeting of stockholders to be held in 2026; and

•the Class III directors will be          , and their terms will expire at the annual meeting of stockholders to be held in 2027.

•select and hire the independent registered public accounting firm to audit our financial statements;

•help to ensure the independence and performance of the independent registered public accounting firm;

•approve audit and non-audit services and fees;

•review financial statements and discuss with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the

•prepare the audit committee report that the SEC requires to be included in our annual proxy statement;

•review reports and communications from the independent registered public accounting firm;

•review the adequacy and effectiveness of our internal controls and disclosure controls and procedure;

•review our policies on risk assessment and risk management;

•review and discuss with management our cybersecurity and other information technology risks, controls and procedures, including our plans to mitigate cybersecurity risks and to respond to data breaches;

•review related party transactions; and

•establish and oversee procedures for the receipt, retention, and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

•oversee our overall compensation philosophy and compensation policies, plans, and benefit programs;

•review and approve or recommend to the board of directors for approval compensation for our executive officers and directors;

•prepare the compensation committee report that the SEC will require to be included in our annual proxy statement; and

•administer our equity compensation plans.

•identify, evaluate, and make recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

•consider and make recommendations to our board of directors regarding the composition of our board of directors and its committees;

•review developments in corporate governance practices;

•evaluate the adequacy of our corporate governance practices and reporting; and

•evaluate the performance of our board of directors and of individual directors.

•$          retainer per year for each non-employee director;

•$          retainer per year for the chair of the board;

•$          retainer per year for the chair of the audit committee or $          retainer per year for each other member of the audit committee;

•$          retainer per year for the chair of the compensation committee or $          retainer per year for each other member of the compensation committee; and

•$          retainer per year for the chair of the corporate governance and nominating committee or $          retainer per year for each other member of the corporate governance and nominating committee.

•Bryan Leach, our Founder, Chief Executive Officer, and President;

•Sunit Patel, our Chief Financial Officer; and

•Luke Swanson, our Chief Technology Officer.

(1)This column represents the aggregate grant date fair value of the award as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited consolidated financial statements included elsewhere in this prospectus. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards.

(2)Consists of 401(k) plan matching contributions.

(3)Consists of 401(k) plan matching contributions.