Filed by the Registrant x

Filed by a party other than the Registrant o

o    Preliminary Proxy Statement

o    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x    Definitive Proxy Statement

o    Definitive Additional Materials

o    Soliciting Material under §240.14a-12

x    No fee required.

o    Fee paid previously with preliminary materials.

o    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

We cordially invite you to attend the 2025 annual meeting of shareholders of Ibotta, Inc., a Delaware corporation, to be held on May 28, 2025 at 9:00 a.m. Mountain Time (including any adjournments or postponements thereof, Annual Meeting). The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/IBTA2025, where you will be able to listen to the meeting live, submit questions, and vote online.

Our Board of Directors has fixed the close of business on March 31, 2025 as the record date for the Annual Meeting. Only shareholders of record at the close of business on March 31, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

The proxy statement and our annual report can be accessed by visiting www.proxyvote.com. You will be asked to enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, your proxy card, or in the instructions that accompany your proxy card.

General Information
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2025 Annual Meeting of shareholders of Ibotta, Inc., a Delaware corporation (we, our, us, the Company, or Ibotta), and any postponements, adjournments, or continuations thereof.

The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/IBTA2025, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 11, 2025 to all shareholders entitled to notice of and to vote at the Annual Meeting. The proxy materials and our annual report can be accessed by following the instructions in the Notice.

•the election of two Class I directors to serve until the 2028 annual meeting of shareholders and until their successors are duly elected and qualified;

•a proposal to ratify the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2025; and

•any other business as may properly come before the Annual Meeting.

•“FOR” the election of each Class I director nominee named in this proxy statement; and

•“FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

•Proposal No. 1: Each director nominee is elected by a plurality of the voting power of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the election of directors at the Annual Meeting. “Plurality” means that the two nominees who receive the largest number of votes cast “For” such nominees are elected as directors. As a result, any shares not voted “For” a particular nominee (whether as a result of an abstain vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “For,” “Against,” or “Abstain” on each of the nominees for election as a director.

•Proposal No. 2: With respect to the ratification of the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2025, the affirmative vote of a majority of the voting power of the shares of our common stock cast affirmatively or negatively shall be the act of the shareholders. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions and broker non-votes will not be considered as votes cast for or against the proposal.

Registered Shareholders. If shares of our common stock are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the shareholder of record with respect to those shares, and the Notice was provided to you directly by us. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered shareholders as “shareholders of record.”

Street Name Shareholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the shareholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank, or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, we refer to shareholders who hold their shares through a broker, bank, or other nominee as “street name shareholders.”

•entering a new vote by Internet or by telephone;

•completing and returning a later-dated proxy card; or

•notifying the Secretary of Ibotta, Inc., in writing, at Ibotta, Inc., 1801 California Street, Suite 400, Denver, Colorado 80202.

You will be able to attend the Annual Meeting virtually, submit your questions during the meeting, and vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/IBTA2025. To participate in the Annual Meeting, you will need the control number included on your Notice. As discussed above, if you are a street name shareholder, you may not vote your shares live at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee. The Annual Meeting webcast will begin promptly at 9:00 a.m. Mountain Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at approximately 8:45 a.m. Mountain Time, and you should allow ample time for the check-in procedures.

We are leveraging technology to hold a virtual Annual Meeting that expands convenient access to, and enables participation by, shareholders from any location around the world. We believe the virtual format encourages attendance and participation by a broader group of shareholders, while also reducing the costs and environmental impact associated with an in-person meeting. You will be able to vote and submit your questions during the meeting at www.virtualshareholdermeeting.com/IBTA2025. Our virtual Annual Meeting will be governed by our rules of conduct which will be posted at www.virtualshareholdermeeting.com/IBTA2025 on the date of the Annual Meeting. We have designed the format of the virtual Annual Meeting so that shareholders have the same rights and opportunities to vote and participate as they would have at an in-person meeting. Shareholders will be able to submit questions online during the meeting, providing our shareholders with the opportunity for meaningful engagement with the Company.

•no earlier than 8:00 a.m. Mountain Time on January 28, 2026; and

•no later than 5:00 p.m. Mountain Time on February 27, 2026.

Nomination or Recommendation of Director Candidates

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

Bryan Leach, Founder, Chief Executive Officer, President, and Chairman. Mr. Leach founded Ibotta in 2011, when he realized the need for a more innovative approach to connecting 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 $2.3 billion in cash back and discounts, which has helped consumers pay for life’s necessities. Mr. Leach is a frequent commentator on digital and performance marketing. He has been recognized as a Top 10 CEO in the United States (for small/medium size businesses) by Glassdoor.com, CEO of the Year by ColoradoBiz magazine, and EY Entrepreneur of the Year for the Rocky Mountain Region.

Stephen Bailey, Director. Mr. Bailey joined our Board of Directors in February 2024. Mr. Bailey has served as Founder and Chief Executive Officer of ExecOnline, Inc., a leading provider of B2B leadership development solutions, since 2011. Prior to that, he served as Chief Executive Officer and Chief Product Officer of Frontier Strategy Group, LLC, a software and information services business, from January 2006 to May 2011. Before joining Frontier Strategy Group, Mr. Bailey was an associate in the venture capital and private equity group of WilmerHale. Since June 2020, Mr. Bailey has served on the Board of Directors and Audit Committee of Match Group, Inc., a digital technology company designed to help people make connections. Mr. Bailey earned a J.D. from Yale Law School and a B.A. from Emory University.

Amit N. Doshi, Lead Independent 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.

Valarie Sheppard, Director and Interim Chief Financial Officer. Ms. Sheppard has served as our Interim Chief Financial Officer since March 2025 and as a member of our Board of Directors since August 2021. Ms. Sheppard worked at Procter & Gamble (P&G) as Treasurer, Controller, and Executive Vice President Company Transition Leader from April 2019 until she retired from P&G in March 2021.  Previously, she served as P&G’s Senior Vice President, Treasurer, and Comptroller from October 2013 to April 2019, and in various other roles since July 1986.  Ms. Sheppard led P&G’s Corporate Finance, Accounting, and Treasury team, responsible for the external financial reporting, financial planning, global business development, and treasury operations for company businesses and operations in over 70 countries, with annual sales of more than $65 billion. She also led the global implementation of P&G’s new organization design, P&G’s most significant restructuring initiative

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 served as Chief Executive Officer and Chairman for more than 35 years. Mr. Sonsini received an A.B. degree in Political Science and a J.D. from the University of California at Berkeley.

•that a majority of the board of directors consist of independent directors;

•that the compensation committee, nominating and corporate governance committee, and audit committee be comprised entirely of independent members; and

•to make the charters for each of the compensation committee and nominating and corporate governance committee available on the company’s website.

Our Board of Directors has adopted Corporate Governance Guidelines that provide that one of our independent directors should serve as our lead independent director at any time when the Chairman of our Board of Directors is not independent. Because Mr. Leach is our Chief Executive Officer, President, and Chairman, and is not an “independent” director as defined in the New York Stock Exchange’s corporate governance requirements, our Board of Directors has determined that it is advisable and in the best interests of shareholders to have a lead independent director to, among other things, preside over meetings of the independent directors and report to our Chief Executive Officer regarding feedback from executive sessions. Our lead independent director presides over meetings of our independent directors, serves as a liaison between Mr. Leach and our independent directors, and performs such additional duties as our Board of Directors may otherwise determine and delegate. Ms. Sheppard served as our lead independent director until March 14, 2025, when she was appointed as our Interim Chief Financial Officer. Mr. Doshi currently serves as our lead independent director. Our Board of Directors believes that Mr. Doshi’s extensive management experience and background in investments and finance, including as Managing Partner and Portfolio Manager at Harbor Spring Capital, LLC and as a Managing Director at Tiger Global Management, LLC, positions him to provide valuable management and financial expertise that helps ensure strong and independent oversight and effective collaboration among our directors.

•selecting and hiring the independent registered public accounting firm to audit our financial statements;

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

•approving audit and non-audit services and fees;

•reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

•preparing the Audit Committee report that the SEC requires to be included in our annual proxy statement;

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

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

•reviewing our Company risks and risk management;

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

•reviewing related-party transactions; and

•establishing and overseeing 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.

Our Audit Committee operates under a written charter which satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange. A copy of the charter for our Audit Committee is available on our website at investors.ibotta.com. During 2024, our Audit Committee held seven meetings.

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

•reviews and approves or recommends to the Board of Directors for approval compensation for our executive officers and directors;

•approves the retention of compensation consultants and other advisors;

•administers our equity compensation plans; and

•oversees our talent and human capital management, including effectiveness of initiatives to attract and retain employees and our performance and talent management practices and programs.

Our Compensation Committee operates under a written charter which satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange. A copy of the charter for our Compensation Committee is available on our website at investors.ibotta.com. During 2024, our Compensation Committee held six meetings.

•identifying, evaluating, and making recommendations to our Board of Directors regarding nominees for election to our Board of Directors and its committees;

•considering and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;

•reviewing succession planning for executive officers;

•reviewing developments in corporate governance practices;

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

•overseeing our environmental, social, and governance programs;

•reviewing proposals submitted by shareholders for action at the annual meeting of shareholders; and

•evaluating the performance of our Board of Directors, its committees, and individual directors.

Our Nominating and Corporate Governance Committee operates under a written charter which satisfies the applicable rules of the SEC and the listing standards of New York Stock Exchange. A copy of the charter for our Nominating and Corporate Governance Committee is available on our website at investors.ibotta.com. During 2024, our Nominating and Corporate Governance Committee held one meeting.

This procedure does not apply to (i) communications to non-management directors from our officers or directors who are shareholders or (ii) shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, which are discussed further in the section titled “What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors? – Shareholder Proposals."

Our Board of Directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates, including independence standards, and corporate governance policies and standards applicable to us in general. In addition, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of each of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our website at investors.ibotta.com. We will post amendments to our Code of Business Conduct and Ethics or any waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website or in filings under the Exchange Act.

•$40,000 retainer per year;

•$25,000 retainer per year for the Chair of the Board of Directors (as an employee director, Mr. Leach does not receive compensation in his role as Chairman of the Board of Directors);

•$25,000 retainer per year for the lead non-employee director;

•$20,000 retainer per year for the Chair of the Audit Committee or $10,000 retainer per year for each other member of the Audit Committee;

•$15,000 retainer per year for the Chair of the Compensation Committee or $7,500 retainer per year for each other member of the Compensation Committee; and

•$10,000 retainer per year for the Chair of the Nominating and Corporate Governance Committee or $5,000 retainer per year for each other member of the Nominating and Corporate Governance Committee.

1The amounts reported in this column represent the aggregate grant date fair value of each award as calculated in accordance with Accounting Standards Codification (ASC) 718. The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 11 to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 27, 2025. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting of the applicable awards.

2Mr. Knight did not receive director compensation during fiscal 2024 because he departed the Company's Board of Directors in March 2024, before the Company's initial public offering.

Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Amanda Baldwin and Thomas D. Lehrman as nominees for election as Class I directors at the Annual Meeting. If elected, each of the nominees will serve as directors until the 2028 annual meeting of shareholders and until their successors are duly elected and qualified. For information concerning the nominees, please see the section above titled “Board of Directors and Corporate Governance.”

1.Audit Fees consist of fees for professional services provided in connection with the audit of our annual financial statements, review of our quarterly financial statements, and statutory and regulatory filings or engagements. For the fiscal years ended December 31, 2024 and December 31, 2023, this category also included fees for services provided in connection with our initial public offering.

2.Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” KPMG did not provide any such services during the fiscal years ended December 31, 2024 and December 31, 2023.

3.Tax fees include fees related to services for tax compliance, tax advice, and tax planning. KPMG did not provide any such services during the fiscal years ended December 31, 2024 and December 31, 2023.

4.All Other Fees for the fiscal year ended December 31, 2023 consist of subscription fees for KPMG’s online executive education tool. KPMG did not provide any such services during the fiscal year ended December 31, 2024.

Valarie Sheppard (former Chair)(1)

1 Ms. Sheppard served as a member and Chair of the Audit Committee at the time this report was approved and until March 2025 when she was appointed as Interim Chief Financial Officer and replaced as Audit Committee Chair by Amit N. Doshi and as a member of the Audit Committee by Stephen Bailey. Mr. Bailey joined the Audit Committee in March 2025 and did not participate in the Audit Committee actions reported above.

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 Ibotta, 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 and a Bachelor of Science from the University of Phoenix.

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 to 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 to December 2016. Mr. El Tabib holds Bachelor’s 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.

Chris Riedy, Chief Revenue Officer. Mr. Riedy has served as our Chief Revenue Officer since January 2025. Prior to Ibotta, Mr. Riedy was Chief Revenue Officer at tvScientific, Inc., a platform that makes TV advertising accessible and measurable for brands and apps of all sizes, from December 2023 to December 2024. Mr. Riedy worked at Twitter, Inc., a social networking service, as Global Head of Sales and Marketing from November 2022 to October 2023, as Vice President, EMEA, from December 2020 to November 2022, and as

David T. Shapiro, Chief Legal Officer. Mr. Shapiro has served as our Chief Legal Officer since March 2024. Prior to Ibotta, Mr. Shapiro served as Executive Vice President and General Counsel of Vail Resorts, Inc., a mountain resort company, from July 2015 to February 2024. Mr. Shapiro previously served as General Counsel and Senior Vice President for DaVita Inc., a provider of dialysis services and integrated health care management services, as Chief Special Counsel from 2012 to 2013, and as Senior Vice President and Chief Compliance Officer from 2008 to 2012. From 2003 to 2007, he served as a trial attorney for the U.S. Department of Justice’s Civil Frauds Section in Washington, D.C. and, prior to that, in private practice at law firms in Connecticut, Philadelphia, and Washington, D.C. Mr. Shapiro currently serves as a member of the board of trustees for Colorado Academy and is Chair of the Risk Committee. He has previously served on other private and non-profit boards, including the Children's Hospital Colorado, the Denver Public School Foundation, and the Denver Metro Chamber of Commerce. Mr. Shapiro holds a Bachelor’s degree in Economics from Trinity College and a J.D. from the University of Connecticut School of Law.

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. Before Ibotta, 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.

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

•Sunit Patel, our former Chief Financial Officer;

•Luke Swanson, our Chief Technology Officer; and

•Chris Jensen, our former Chief Revenue Officer.

1.The amounts reported in this column represent the aggregate grant date fair value of the awards granted to each named executed officer as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 11 to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 27, 2025. 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.In January 2024, our Compensation Committee determined, in light of exemplary performance and substantial achievement in excess of target goals established for 2023 under our bonus plan and to encourage retention through the expiration of applicable lock-up periods in connection with our initial public offering, to grant an award of 8,973 RSUs to Mr. Leach and an award of 8,973 RSUs to Mr. Swanson. For purposes of the Summary Compensation Table, these grants are deemed earned in 2023 because they were made in respect of services provided in 2023. The grant date fair values of these awards are $279,509 for the award granted to Mr. Leach, and $279,509 for the award granted to Mr. Swanson.

3.$14,265,859 of this amount represents the grant date fair value of the award of performance-based RSUs granted to Mr. Leach in April 2024 as calculated in accordance with ASC 718, based upon the probable outcome of the applicable performance conditions as determined through a Monte-Carlo simulation model. The value of this award at the grant date assuming that the highest level of performance conditions will be achieved is $22,038,016.

4.Consists of $17,859 in 401(k) plan matching contributions and $132 in life insurance premiums.

5.Consists of $6,785 in 401(k) plan matching contributions and $125 in life insurance premiums.

6.Consists of $14,954 in 401(k) plan matching contributions and $132 in life insurance premiums.

7.Consists of $10,350 in 401(k) plan matching contributions and $132 in life insurance premiums.

8.Consists of $10,840 in 401(k) plan matching contributions and $125 in life insurance premiums.

9.Consists of $6,547 in 401(k) plan matching contributions, $77 in life insurance premiums, and the following payments and benefits provided under the separation agreement we entered into with Mr. Jensen in connection with the end of his employment with us: (i) a separation payment of $315,000, (ii) an insurance stipend of $15,605, and (iii) the acceleration of the vesting of certain of his RSUs, which resulted in an incremental fair value of $600,182, computed as of the modification date in accordance with ASC 718.

•a lump sum cash payment equal to 100% (or in the case of Mr. Jensen, 50%) of the named executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction);

•for Messrs. Leach and Swanson only, a lump sum cash payment equal to 100% of the named executive officer’s target annual bonus as in effect for the calendar year in which such termination occurs (prorated for the number of days that the named executive officer was employed during such calendar year);

•for Messrs. Leach and Swanson only, if such termination (or, following the completion of our initial public offering, a termination due to death or disability) occurs following the end of a performance period to which a cash performance incentive or bonus relates and before payments with respect to such performance period have been paid to the named executive officer, a lump sum cash payment equal to the cash performance incentive or bonus that the named executive officer would have otherwise been

•payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), for the named executive officer and the named executive officer’s eligible dependents, if any, for up to 12 months (or in the case of Mr. Jensen, six months) following the date of such termination or taxable monthly payments for the equivalent period in the event payment of the COBRA premiums would violate or be subject to an excise tax under applicable law; and

•for Messrs. Leach and Swanson only, accelerated vesting of any outstanding equity awards that, as of the date of such termination, are held by the named executive officer and subject to continued service-based vesting criteria but not subject to the achievement of any performance-based or other similar vesting criteria, to the extent that such equity awards were scheduled to vest during the 12-month period following the date of such termination.

•a lump sum cash payment equal to 150% (or in the case of Messrs. Patel and Jensen, 100%) of the named executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction) or if greater, at the level in effect immediately prior to the change in control;

•a lump sum cash payment equal to 150% (or in the case of Messrs. Patel and Jensen, 100%) of the named executive officer’s target annual bonus as in effect for the calendar year in which such termination occurs (which, in the cases of Messrs. Leach, Swanson, and Jensen, will be prorated for the number of days that the named executive officer was employed during such calendar year);

•for Messrs. Leach and Swanson only, if such termination (or a termination due to death or disability) occurs following the end of a performance period to which a cash performance incentive or bonus relates and before payments with respect to such performance period have been paid to the named executive officer, a lump sum cash payment equal to the cash performance incentive or bonus that the named executive officer would have otherwise been paid had he remained employed through the date required to receive such cash performance incentive or bonus;

•payment of premiums for coverage under COBRA for the named executive officer and the named executive officer’s eligible dependents, if any, for up to 18 months (or in the case of Messrs. Patel and Jensen, 12 months) following the date of such termination or taxable monthly payments for the equivalent period in the event payment of the COBRA premiums would violate or be subject to an excise tax under applicable law; and

•100% accelerated vesting and exercisability of all outstanding equity awards that, as of the later of (i) the date of such termination or (ii) immediately prior to the change in control, are held by the named executive officer and subject to continued service-based vesting criteria but not subject to the achievement of any performance-based or other similar vesting criteria.

1.All awards were granted pursuant to the 2011 Plan.

2.This column represents the fair market value of a share of our common stock on the date of grant, as determined by our Board of Directors.

3.This option became fully vested on December 26, 2020.

4.This option became fully vested on January 1, 2022.

5.This option became fully vested on November 13, 2022.

6.This option became fully vested on December 11, 2023.

7.This option became fully vested on December 8, 2024.

8.This option vests as to 1/48th of the shares subject to the option on each monthly anniversary of the vesting commencement date (which was originally the effectiveness of a registration statement on Form S-1 under the Securities Act), subject to the named executive officer’s continued service through each vesting date. As described above, the vesting commencement date of the option was changed to its grant date.

9.This option vests as to 1/48th of the shares subject to the option on each monthly anniversary of the one-year anniversary of the vesting commencement date (which was originally the effectiveness of the registration statement on Form S-1 under the Securities Act), subject to the named executive officer’s continued service through each vesting date. As described above, the vesting commencement date of the option was changed to its grant date.

10.This option vests as to 1/36th of the total shares subject to the option on each monthly anniversary of January 3, 2022, subject to the named executive officer’s continued service through each vesting date.

11.This option vests as to 1/48th of the total shares subject to the option on each monthly anniversary of January 16, 2023, subject to the named executive officer’s continued service through each vesting date.

12.This award vests when both a service-based requirement and a liquidity event requirement have been satisfied. The service-based requirement will be satisfied as to 1/16th of the RSUs on each quarterly vesting date (the first trading day on or after each of March 1, June 1, September 1, and December 1) after the grant date, subject to the named executive officer’s continued service through each such date. The liquidity event requirement was satisfied on the first quarterly vesting date after the expiration of the market standoff period following our initial public offering.

13.This award of performance-based RSUs becomes eligible to vest based on how our TSR during the performance period (beginning on the grant date and ending on the last day of our 2026 fiscal year) compares to the TSRs of certain indexed companies. Any eligible RSUs will vest on the date that achievement of the relative TSR performance goal is certified, subject to Mr. Leach’s continued service through such date. If a “change in control” (as defined in the 2011 Plan) occurs before the last day of the performance period, then achievement of the relative TSR performance goal will be measured during a shortened performance period (ending on a date before the change in control), based on the price payable for a share of our Class A common stock in connection with the change in control. A prorated portion of the eligible RSUs will vest as of immediately before the change in control, and the remaining eligible RSUs will vest in equal quarterly installments over the remainder of the original performance period, in each case subject to Mr. Leach’s continued service through the applicable vesting date.

14.This restricted stock award vested as to 1/4th of the total shares subject to the award on February 8, 2022, and vests as to 1/48th of the total shares subject to the award each month afterwards, subject to Mr. Patel’s continued service through each vesting date.

15.In connection with the end of his employment with us, Mr. Jensen forfeited all of his outstanding equity awards (other than the RSUs that were accelerated under his separation agreement).

1.Includes the 2011 Plan, the 2024 Equity Incentive Plan (2024 Plan), and the 2024 Employee Stock Purchase Plan (ESPP). The 2011 Plan was terminated effective April 2024, in connection with the adoption of our 2024 Plan.

2.RSUs, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price.

3.As of December 31, 2024, an aggregate of 4,943,804 shares of Class A common stock was available for issuance under the 2024 Plan and the ESPP. The 2024 Plan provides that on the first day of each year beginning on January 1, 2025, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 5,400,000 shares of Class A common stock, (ii) 5% of the outstanding shares of all series of our common stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our Board of Directors may determine no later than the last day of the immediately preceding fiscal year. The ESPP provides that on the first day of each year beginning January 1, 2025, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 1,100,000 shares of Class A common stock, (ii) 1% of the outstanding shares of all series of our common stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our Board of Directors may determine. On January 1, 2025, the number of shares of Class A common stock available for issuance under the 2024 Plan and the ESPP increased by 1,547,571 shares and 309,514 shares, respectively, pursuant to these provisions. These changes are not reflected in the table above.

•each of our named executive officers;

•each of our directors;

•all of our current directors and executive officers as a group; and

•each person or group known by us to be the beneficial owner of more than 5% of our Class A or Class B common stock.

*Represents beneficial ownership or voting power of less than 1%.

1.Consists of (i) 30,995 shares of Class A common stock held directly by Mr. Leach, (ii) 2,318,424 shares of Class B common stock held directly by Mr. Leach, and (iii) 937,516 shares of Class A common stock subject to stock options exercisable within 60 days of March 15, 2025. Excludes the following shares of Class B common stock for the benefit of Mr. Leach’s family over which Mr. Leach has no shared voting or dispositive power: (i) 364,500 shares registered in the name of Elysian 2021 Legacy Trust u/a/d May 11, 2021, (ii) 364,500 shares registered in the name of Orion 2021 Legacy Trust u/a/d May 11, 2021, (iii) 45,000 shares registered in the name of Elysian 2024 GST Trust u/a/d March 20, 2024, and (iv) 45,000 shares registered in the name of Orion 2024 GST Trust u/a/d March 20, 2024.

2.Mr. Patel served as our Chief Financial Officer until March 14, 2025. Consists of (i) 426,181 shares of Class A common stock held directly by Mr. Patel and (ii) 20,000 shares of Class A common stock subject to stock options exercisable within 60 days of March 15, 2025.

3.Consists of (i) 114,318 shares of Class A common stock held directly by Mr. Swanson, (ii) 285,342 shares of Class A common held by Mr. Swanson’s spouse, (iii) 45,045 shares of Class A common held by Flat Tops Ventures, LLC, which is 1% owned by Mr. Swanson and 99% owned by the Swanson 2021 Irrevocable Trust for the benefit of Mr. Swanson’s children, and (iv) 260,743 shares of Class A common stock subject to stock options exercisable within 60 days of March 15, 2025. Excludes 206,000 shares of Class A common stock held by Flat Tops 2024 Trust, of which Mr. Swanson’s spouse is trustee and Mr. Swanson’s spouse and children are beneficiaries, over which Mr. Swanson has no shared voting or dispositive power.

4.Mr. Jensen served as our Chief Revenue Officer until July 19, 2024. Consists of 38,995 shares of Class A common stock held directly by Mr. Jensen.

5.Consists of 1,515 shares of Class A common stock subject to RSUs held by Mr. Bailey for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 15, 2025.

6.Consists of (i) 31,385 shares of Class A common stock subject to stock options held by Ms. Baldwin, exercisable within 60 days of March 15, 2025 and (ii) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 15, 2025.

7.Consists of (i) 40,374 shares of Class A common stock held directly by Mr. Doshi, (ii) 1,891 shares of Class A common stock held by 101 Collective, LLC, whose interests are held by Mr. Doshi, his spouse, and a trust for Mr. Doshi’s children, and (iii) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 15, 2025.

8.Consists of (i) 107,701 shares of Class A common stock held directly by Mr. Lehrman, (ii) 64,599 shares of Class A common stock held by Four Ways, LLC, of which Mr. Lehrman is a member and has voting and investment control, (iii) 100,142 shares of Class A common stock held by LFP 2, LLC, of which Mr. Lehrman is a member and has voting and investment control, and (iv) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 15, 2025.

9.Consists of (i) 31,385 shares of Class A common stock subject to stock options held by Ms. Sheppard, exercisable within 60 days of March 15, 2025 and (ii) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 15, 2025.

10.Consists of (i) 90,252 shares of Class A common stock held directly by Mr. Sonsini, (ii) 1,569 shares of Class A common stock held by Mr. Sonsini’s spouse, and (iii) 1,515 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 15, 2025.

11.Includes (i) 1,304,042 shares of Class A common stock, (ii) 2,318,424 shares of Class B common stock, (iii) 1,492,967 shares of Class A common stock subject to options exercisable within 60 days of March 15, 2025, and (iv) 9,090 shares of Class A common stock subject to RSUs for which the applicable vesting and settlement conditions will be satisfied within 60 days of March 15, 2025.

12.Based on information reported by Clark Jermoluk Founders Fund I LLC (CJFF) on the Form 4 filed with the SEC on December 2, 2024. Consists of (i) 5,419,810 shares of Class A common stock held by CJFF, which is 95% owned by the JHC Family 2016 Trust (JHC Trust), an entity controlled by James H. Clark, and (ii) 568,181 shares of Class A common stock held by Monaco Partners, L.P., the general partner of which is Clark Ventures, which is wholly owned by the JHC Trust. The address of CJFF is c/o Louis M. Cohen, EisnerAmper Advisory Group, LLC, 505 S. Flager Drive, Suite 900, West Palm Beach, FL 33401.

13.Based on information reported by KDT Ibotta Holdings, LLC (KDT Ibotta) on Schedule 13G/A filed with the SEC on August 9, 2024. Consists of 4,389,129 shares of Class A common stock held directly by KDT Ibotta. The address of Koch Industries, Inc., which indirectly owns KDT Ibotta, is 4111 East 37th Street North, Wichita, KS 67220.

14.Based on information reported by Walmart Inc. (Walmart) on Schedule 13G filed with the SEC on October 16, 2024. Consists of 3,502,879 shares of Class A common stock subject to a warrant held by Walmart, exercisable within 60 days of March 15, 2025. The address of Walmart is 702 S.W. 8th Street, Bentonville, AR 72716.

15.Based on information reported by entities affiliated with D. E. Shaw (D. E. Shaw) on Schedule 13G/A filed with the SEC on September 30, 2024. Of the shares of Class A common stock beneficially owned, D. E. Shaw reported that it had sole voting and dispositive power with respect to zero shares, shared voting power with respect to 2,691,393 shares, and shared dispositive power with respect to 2,750,235 shares. The address of D. E. Shaw is Two Manhattan West, 375 Ninth Avenue, 52nd Floor, New York, NY 10001.

16.Based on information reported by Ramya Rao, Director of Barclays Bank PLC (Barclay’s Bank) on Schedule 13G filed with the SEC on November 13, 2024. Of the shares of Class A common stock beneficially owned, Ramya Rao reported that Barclay’s Bank had sole voting and dispositive power with respect to 1,659,215 shares and shared voting and dispositive power with respect to 6,614 shares. The address of Barclay’s Bank is 1 Churchill Place, London - E14 5HP.

17.Based on information reported by The Vanguard Group (Vanguard) on Schedule 13G filed with the SEC on January 30, 2025. Of the shares of Class A common stock beneficially owned, Vanguard reported that it had sole voting power with respect to zero shares, shared voting power with respect to 27,219 shares, sole dispositive power with respect to 1,522,524 shares, and shared dispositive power with respect to 33,441 shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

18.Based on information reported by entities affiliated with Southpoint Capital Advisors LP (Southpoint) on Schedule 13G filed with the SEC on March 5, 2025. Of the shares of Class A common stock beneficially owned, Southpoint reported that it had sole voting and dispositive power with respect to zero shares and shared voting and dispositive power with respect to 1,400,000 shares. The address of Southpoint is 1114 Avenue of the Americas, 22nd Floor, New York, NY 10036.

•the amounts involved exceeded or will exceed $120,000; and

•any of our directors, nominees for director, executive officers, or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Larry W. Sonsini, a member of the Company’s Board of Directors, is a founding partner of the law firm Wilson Sonsini Goodrich and Rosati, Professional Corporation (Wilson Sonsini), which serves as outside corporate counsel to the Company. During the year ended December 31, 2024, the Company spent a total of $4,099,058 on services provided by Wilson Sonsini. Amounts payable to Wilson Sonsini were $394,510 as of December 31, 2024.

Exercise of the right to purchase certain Walmart Warrant shares is subject to certain conditions, including the achievement of certain milestones and satisfaction of obligations of both parties, or (with respect to 1,648,413 of such shares after the anti-dilution adjustment) the passage of time after the achievement of certain milestones, subject to acceleration if certain operating goals are achieved. Failure to satisfy these conditions or termination of the Walmart Program Agreement would result in a decrease in the number of shares vesting under the Walmart Warrant. The Walmart Warrant contains customary provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the Walmart Warrant in the event of certain stock dividends, stock splits, reorganizations, recapitalizations, consolidations, mergers, or similar events affecting our existing common stock. As of December 31, 2024, 3,502,879 shares were exercisable pursuant to the terms of the Walmart Warrant.

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements relating to expectations concerning matters that are not historical facts may constitute forward-looking statements. Forward-looking statements may include, without limitation, statements by our Founder, Chief Executive Officer, President, and Chairman, statements about our future financial performance, and statements about the capabilities of our technology. When words such as “believe,” “expect,” “anticipate,” “will,” “outlook,” or similar expressions are used, the Company is making forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give readers any assurance that such expectations will prove correct. These forward-looking statements involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company. These and other factors are disclosed in the Company’s reports filed from time to time with the SEC, available at www.sec.gov. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. The Company does not intend to update any forward-looking statement contained in this proxy statement to reflect events or circumstances arising after the date hereof, except as required by law.

Our financial statements for our fiscal year ended December 31, 2024 are included in our Annual Report on Form 10-K, which we will make available to shareholders at the same time as this proxy statement. This proxy statement and our annual report are posted on our website at investors.ibotta.com and are available from the SEC on its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Ibotta, Inc., Attention: Secretary, 1801 California Street, Suite 400, Denver, Colorado 80202.

One-time Breakage Benefit: On the Company’s balance sheet, the Company has a user redemption liability balance that is an accumulation of direct-to-consumer redeemers’ account balances net of estimated breakage. Consumers’ accounts that have no activity for six months are considered inactive and charged a $3.99 per month maintenance fee (i.e., breakage) until the balance is reduced to zero or new activity ensues. Every month, the user redemption liability increases by the amount credited to D2C redeemers for redemptions and is offset by D2C redeemer cash outs, actual inactivity maintenance fees, and estimated breakage. The Company estimates breakage at the time of user redemption and reduces the user redemption liability accordingly. In 2023, the Company made an update to fix a software error to correctly charge maintenance fees to all inactive D2C redeemers on a go-forward basis. This change resulted in a short-term benefit to U.S. GAAP revenue in 2023. For the year ended December 31, 2023, the breakage benefit to revenue totaled $13.5 million. There was no breakage benefit associated with the year ended December 31, 2024.