ibta-20260407

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a party other than the Registrant o

Check the appropriate box:


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


Ibotta, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):


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

Letter from our Founder, CEO, President, and Chairman

Dear Ibotta Shareholders:

2025 was a year of strategic investment and transformation for Ibotta. If 2024 was defined by our transition to the public markets, 2025 was defined by our commitment to improving our execution, strengthening our core product, and introducing LiveLift™, our latest industry-leading innovation.

Success as a public company requires a world-class team capable of navigating complexity. This year, we restructured our go-to-market organization and strengthened our executive team with the appointments of Matt Puckett as Chief Financial Officer and Chris Riedy as Chief Revenue Officer.

With this new team in place, we enhanced our core offering, developing solutions that provide more insight into campaign performance through metrics like incremental sales and cost per incremental dollar, or CPID. We also announced strategic partnerships with Circana and ABCS Insights, providing our clients with a way to independently validate the results of their Ibotta campaigns.

Our commitment to innovation bore fruit this year with the launch of LiveLift™, an advanced measurement and optimization tool. Through LiveLift™, eligible clients receive more sophisticated projections and profitability metrics on a more regular basis, allowing them to better optimize their campaigns for the desired scale or level of cost efficiency.

We believe these developments alongside our already strong core product offering uniquely position Ibotta to lead the CPG industry into the “Outcomes Era” - a world where CPG brands finally have the tools and insights to adopt the performance-based approach of their digitally native contemporaries.

Our network of publishers also remains strong. We officially added DoorDash to the Ibotta Performance Network this year, following the launch of our partnership with Instacart in November 2024. These partnerships represent a significant step in rewarding consumers wherever they shop, like the rapidly growing delivery sector.

2025 also marked the opening of our new corporate headquarters, a testament to our ongoing investment in the Denver community. This space is more than an office; it is a talent magnet in the Mountain West, providing the environment our team needs to convert our best ideas into reality.

With a world-class team and a product that continues to raise the bar within our industry, we are now focused on making it easier for our clients, our publishers, and our investors to capture the full value Ibotta creates. As always, I am grateful for your partnership and your belief in our mission to Make Every Purchase Rewarding.

Yours, with appreciation, as ever,

/s/ Bryan Leach

Founder, CEO, President, and Chairman of the Board of Directors

Notice of Annual Meeting

of Shareholders

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

MEETING DETAILS

Date: May 19, 2026

Time: 9:00 a.m. Mountain Time

Location:

www.virtualshareholdermeeting.com/IBTA2026

Dear Shareholders of Ibotta, Inc.:

We cordially invite you to attend the 2026 annual meeting of shareholders of Ibotta, Inc., a Delaware corporation, to be held on May 19, 2026, 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/IBTA2026, where you will be able to listen to the meeting live, submit questions, and vote online.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail.

We are holding the Annual Meeting for the following purposes:

1.To elect two Class II directors to serve until the 2029 annual meeting of shareholders and until their successors are duly elected and qualified;

2.To approve, in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in the proxy statement;

3.To approve, in an advisory (non-binding) vote, the frequency of future shareholder advisory votes on the compensation of our named executive officers;

4.To ratify the appointment of KPMG LLP (KPMG) as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and

5.To transact such other business as may properly come before the Annual Meeting.

Our Board of Directors has fixed the close of business on March 23, 2026, as the record date for the Annual Meeting. Only shareholders of record at the close of business on March 23, 2026, 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 (Notice), your proxy card, or in the instructions that accompany your proxy card.


Ibotta, Inc.			i			2026 Proxy Statement

This notice and the accompanying proxy statement are being made available to shareholders on April 7, 2026.

By order of the Board of Directors,

/s/ Bryan Leach

Bryan Leach

Founder, CEO, President, and Chairman of the Board of Directors

Denver, Colorado

April 7, 2026


Ibotta, Inc.			ii			2026 Proxy Statement

TABLE OF CONTENTS


General Information			1

What matters am I voting on?			1

How does the Board of Directors recommend I vote on these proposals?			2

How many votes are needed for approval of each proposal?			2

Who is entitled to vote?			2

Are a certain number of shares required to be present at the Annual Meeting?			3

How do I vote?			3

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?			4

Can I change my vote?			4

What do I need to do to attend the Annual Meeting?			4

Why are we holding a meeting virtually?			5

What is the effect of giving a proxy?			5

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?			5

How are proxies solicited for the Annual Meeting?			5

Who will count the votes?			6

Where can I find the voting results of the Annual Meeting?			6

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?			6

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?			6

Board of Directors and Corporate Governance			9

Board Skills Matrix			10

Nominees for Director			11

Continuing Directors			12

Director Independence and Controlled Company Exemption			13

Board Leadership Structure and Role of the Lead Independent Director			14

Role of Board in Risk Oversight Process			15

Board Committees			16

Attendance at Board and Shareholder Meetings			19

Voting Structure			19


Ibotta, Inc.			iii			2026 Proxy Statement



Considerations in Evaluating Director Nominees			19

Shareholder Nominations and Recommendations to the Board of Directors			20

Communications with the Board of Directors			20

Corporate Governance and Environmental, Social, and Governance (ESG) Matters			21

Director Compensation			23

PROPOSAL NO. 1: Election of Directors			26

Nominees			26

Vote Required			26

PROPOSAL NO. 2: Non-Binding, Advisory Vote to Approve Compensation of Named Executive Officers			27

Vote Required			27

PROPOSAL NO. 3: Non-Binding, Advisory Vote on the Frequency of an Advisory Vote on Compensation of Named Executive Officers			28

Vote Required			28

PROPOSAL NO. 4: Ratification of Appointment of Independent Registered Public Accounting Firm			29

Fees Paid to the Independent Registered Public Accounting Firm			29

Auditor Independence			29

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			30

Vote Required			30

Audit Committee Report			31

Executive Officers			32

Executive Compensation			34

Compensation Discussion and Analysis			34

Summary Compensation Table			49

Grants of Plan-Based Awards in 2025			50

Outstanding Equity Awards at Fiscal 2025 Year-End			52

Option Exercises and Stock Vested in 2025			54

Potential Payments upon Termination or Change in Control			55

Amount of Payments Upon Termination at 2025 Year-End			57

Pay vs. Performance			58

Equity Compensation Plan Information			61

Security Ownership of Certain Beneficial Owners and Management			62


Ibotta, Inc.			iv			2026 Proxy Statement



Certain Relationships, Related-Party, and Other Transactions			65

Related-Party Transactions			65

Policies and Procedures for Related-Party Transactions			66

Other Matters			68

Note About Forward-Looking Statements			68

Use of Non-GAAP Financial Information			68

Delinquent Section 16(a) Reports			69

Fiscal Year 2025 Annual Report and SEC Filings			69

Appendix A			70


Ibotta, Inc.			v			2026 Proxy Statement

Ibotta, Inc.

Proxy Statement for the 2026

Annual Meeting of Shareholders

General Information

Date: May 19, 2026

Time: 9:00 a.m. Mountain Time

Location: www.virtualshareholdermeeting.com/IBTA2026

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 2026 Annual Meeting of shareholders of Ibotta, Inc., a Delaware corporation (we, our, us, the Company, or Ibotta), and any postponements, adjournments, or continuations 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/IBTA2026, 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 7, 2026, 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 information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our “common stock.”

What matters am I voting on?

You are being asked to vote on:

•the election of two Class II directors to serve until the 2029 annual meeting of shareholders and until their successors are duly elected and qualified;

•a proposal to approve, in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in this proxy statement;

•a proposal to approve, in an advisory (non-binding) vote, the frequency of future shareholder advisory votes on the compensation of our named executive officers;

•a proposal to ratify the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and

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


Ibotta, Inc.			1			2026 Proxy Statement

How does the Board of Directors recommend I vote on these proposals?

Our Board of Directors recommends a vote:

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

•“FOR” the approval of the compensation of our named executive officers;

•To hold future shareholder advisory votes on the compensation of our named executive officers every ONE YEAR; and

•“FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

How many votes are needed for approval of each proposal?

•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: Proposal Two is a non-binding, advisory vote. However, the Compensation Committee will consider the voting results on this proposal. Proposal Two will be adopted on an advisory basis if a majority of the voting power of the shares of our common stock are cast “For” the proposal. 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.

•Proposal No. 3: Proposal Three is a non-binding, advisory vote. However, the Compensation Committee will consider the frequency that receives the greatest number of affirmative votes cast by the holders of our common stock represented and voting at the Annual Meeting as the non-binding, advisory vote of shareholders on the frequency of approval of the compensation of our named executive officers. You may vote "One Year," "Two Years," "Three Years," or "Abstain" with respect to this proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

•Proposal No. 4: The appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2026, will be ratified if a majority of the voting power of the shares of our common stock are cast “For” Proposal Four. 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.

Who is entitled to vote?

Holders of our Class A and Class B common stock as of the close of business on March 23, 2026, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 20,768,166 shares of our Class A common stock outstanding and 3,077,424 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Shareholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock held as of the


Ibotta, Inc.			2			2026 Proxy Statement

record date for the Annual Meeting is entitled to one vote on each proposal, and each share of Class B common stock held as of the record date for the Annual Meeting is entitled to 20 votes on each 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 the procedures for obtaining a legal proxy provided by your broker, bank, or other nominee. 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.”

Are a certain number of shares required to be present at the Annual Meeting?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of shareholders and conduct business under our amended and restated bylaws and Delaware law. The presence, virtually or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum. Abstentions and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a shareholder of record, there are several ways to vote:


			Internet Vote by Internet prior to the Annual Meeting at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 18, 2026 (have your Notice or proxy card in hand when you visit the website);

			Phone Vote by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on May 18, 2026 (have your Notice or proxy card in hand when you call);

			Mail Vote by completing and mailing your proxy card (if you received printed proxy materials) with sufficient time before the Annual Meeting for it to be received; or

			Virtual Meeting Vote by attending the Annual Meeting by visiting www.virtualshareholdermeeting.com/IBTA2026, where you may vote and submit questions during the meeting (have your Notice or proxy card in hand when you visit the website).


Ibotta, Inc.			3			2026 Proxy Statement

Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you are a street name shareholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to direct your broker, bank, or other nominee on how to vote your shares. Street name shareholders should generally be able to vote by returning a voting instruction form, by telephone, or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank, or other nominee. 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.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Absent direction from you, your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, and failure to provide instructions on these matters will result in a “broker non-vote.”

Can I change my vote?

Yes. If you are a shareholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

•entering a new vote by Internet or by telephone;

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

•notifying the Corporate Secretary of Ibotta, Inc., in writing, at Ibotta, Inc., 1400 16th Street, Suite 600, Denver, Colorado 80202.

You may also change your vote by attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

If you are a street name shareholder, your broker, bank, or other nominee can provide you with instructions on how to change your vote.

What do I need to do to attend the Annual Meeting?

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/IBTA2026. 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.


Ibotta, Inc.			4			2026 Proxy Statement

Why are we holding a meeting virtually?

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/IBTA2026. Our virtual Annual Meeting will be governed by our rules of conduct which will be posted at www.virtualshareholdermeeting.com/IBTA2026 on the date of the Annual Meeting. We have designed the 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.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. Bryan Leach, our Founder, Chief Executive Officer, President, and Chairman, and David Shapiro, our Chief Legal Officer and Corporate Secretary, have been designated as proxy holders by our Board of Directors. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the shareholder. If the proxy is dated and signed, but no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned or postponed, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy, as described above.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (SEC), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 7, 2026, to all shareholders entitled to notice of and to vote at the Annual Meeting.

Shareholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage shareholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our Annual Meeting.

How are proxies solicited for the Annual Meeting?

Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks, or other nominees for reasonable expenses that they incur in sending our proxy materials to you if you are a street name shareholder. In addition, our directors and employees may also solicit proxies by telephone, by electronic communication, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.


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Who will count the votes?

A representative of American Election Services, a third party working with Broadridge Financial Solutions, Inc., will serve as the independent inspector of election and, in such capacity, will count and tabulate the votes.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials, to multiple shareholders who share the same address, unless we have received contrary instructions from one or more of such shareholders. This procedure reduces our printing costs, mailing costs, and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials, to any shareholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a shareholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such shareholder may contact us at:

Ibotta, Inc.

Attention: Corporate Secretary

1400 16th Street, Suite 600

Denver, Colorado 80202

(303) 593-1633

Street name shareholders may contact their broker, bank, or other nominee to request information about householding.

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 Pursuant to Rule 14a-8 for the 2027 Annual Meeting

Shareholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of shareholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a shareholder proposal to be considered for inclusion in our proxy statement for the 2027 annual meeting of shareholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later than December 8, 2026. In addition, shareholder proposals must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act) regarding the inclusion of shareholder proposals in company-sponsored proxy materials.


Ibotta, Inc.			6			2026 Proxy Statement

Shareholder proposals should be addressed to:

Ibotta, Inc.

Attention: Corporate Secretary

1400 16th Street, Suite 600

Denver, Colorado 80202

(303) 593-1633

Shareholder Proposals Pursuant to Bylaws for the 2027 Annual Meeting

Our amended and restated bylaws also establish an advance notice procedure for shareholders who wish to present a proposal before an annual meeting of shareholders but do not intend for the proposal to be included in our proxy statement pursuant to Rule 14a-8. Our amended and restated bylaws provide that, as set forth in greater detail therein, the only business that may be conducted at an annual meeting of shareholders is business that is (i) pursuant to the Company’s notice of meeting; (ii) by or at the direction of our Board of Directors; (iii) properly brought before such annual meeting as may be provided in the certificate of designations for any class or series of preferred stock; or (iv) properly brought before such meeting by a shareholder who (A) is a shareholder of record at the time of giving of the notice contemplated by our amended and restated bylaws, (B) is a shareholder of record on the record date for the determination of shareholders entitled to notice of the annual meeting, (C) is a shareholder of record on the record date for the determination of shareholders entitled to vote at the annual meeting, (D) is a shareholder of record at the time of the annual meeting, and (E) complies with the procedures set forth in our amended and restated bylaws, including delivering timely written notice to our Corporate Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for the 2027 annual meeting of shareholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•no earlier than 8:00 a.m. Mountain Time on January 19, 2027; and

•no later than 5:00 p.m. Mountain Time on February 18, 2027.

In the event that we hold the 2027 annual meeting of shareholders more than 25 days from the one-year anniversary of the Annual Meeting, a notice of a shareholder proposal that is not intended to be included in our proxy statement must be received no earlier than 8:00 a.m. Mountain Time on the 120th day prior to the day of the 2027 annual meeting of shareholders and no later than 5:00 p.m. Mountain Time on the later of (i) the 90th day prior to the day of the 2027 annual meeting of shareholders or (ii) if the first public announcement of the date of the 2027 annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of the 2027 annual meeting of shareholders is first made by us.

Unless otherwise required by law, if a shareholder who has notified us of his, her, or its intention to present a proposal at an annual meeting of shareholders does not appear to present his, her, or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination or Recommendation of Director Candidates for the 2027 Annual Meeting

Our amended and restated bylaws permit shareholders to nominate directors for election at an annual meeting of shareholders. To nominate a director, the shareholder must provide the information required by our amended and restated bylaws. Shareholders are advised to review our amended and restated bylaws, which contain additional requirements with respect to the nomination of directors by shareholders. In addition, the notice of nomination must comply with Rule 14a-19 under the Exchange Act. Please note that the notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under the advance notice provisions of our amended and restated bylaws as described above. In addition, the shareholder must give timely notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that


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the notice be received by our Corporate Secretary within the time periods described above under the section titled “Shareholder Proposals Pursuant to Bylaws for the 2027 Annual Meeting” for shareholder proposals that are not intended to be included in a proxy statement.

Shareholders may also recommend director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company, and evidence of the recommending shareholder’s ownership of the Company’s capital stock, and should be directed to our Secretary at the address set forth above. For additional information regarding shareholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance – Shareholder Nominations and Recommendations to the Board of Directors.”

Availability of Bylaws

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


Ibotta, Inc.			8			2026 Proxy Statement

Board of Directors and Corporate Governance

Our business affairs are managed under the direction of our Board of Directors. Our Board of Directors currently consists of seven directors, six of whom qualify as “independent” under the corporate governance requirements of the New York Stock Exchange (NYSE).

We have a classified Board of Directors, consisting of two classes with two directors each and one class with three directors, each serving staggered, three-year terms.

Our Board of Directors welcomes a range of different viewpoints and perspectives in the boardroom. Our Board of Directors is comprised of two female directors, four male directors, and one undisclosed director. In terms of tenure on our Board of Directors, our directors have varied experiences: one director has served for 1-3 years, two directors have served for 4-9 years, and four directors have served over 10 years. Our Board of Directors is comprised of one African American director, one Asian director, four white directors, and one undisclosed director.

The following table sets forth, as of April 7, 2026, the names, ages, and certain other information for each of our directors.

Director

Class

Committee(s)

Director

Since

Current Term

Expires

Expiration of

Term for Which

Nominated

Directors with Terms Expiring at the Annual Meeting/Nominees

Amit Doshi, Age 48

Director

AC^, NCGC*

2011

2026

2029

Larry Sonsini, Age 85

Director

NCGC

2014

2026

2029

Continuing Directors

Bryan Leach, Age 48

Founder, Chief Executive Officer, President, and Chairman

III

2011

2027

N/A

Stephen Bailey, Age 46

Director

III

CC, NCGC

2024

2027

N/A

Valarie Sheppard, Age 62

Director

III

AC*^, CC

2021

2027

N/A

Amanda Baldwin, Age 47

Director

CC*

2021

2028

N/A

Thomas Lehrman, Age 53

Director

AC^

2015

2028

N/A

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


Ibotta, Inc.			9			2026 Proxy Statement

Board Skills Matrix

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

Key Skills /

Board Members

Bryan

Leach

Stephen

Bailey

Amanda

Baldwin

Amit

Doshi

Thomas Lehrman

Valarie

Sheppard

Larry Sonsini

CEO Experience

•

Operational Expertise

•

Marketing & Digital

Media

•

Product & AdTech

•

Public Company

•

Cybersecurity

•

Financial &

Accounting

•

Risk Management &

Corporate

Governance

•

Legal & Regulatory

•

Human Capital &

Talent Development

•


Ibotta, Inc.			10			2026 Proxy Statement

Nominees for Director


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


Ibotta, Inc.			11			2026 Proxy Statement

Continuing Directors

Bryan Leach, Founder, Chief Executive Officer, President, and Chairman. Mr. Leach founded Ibotta in 2011, when he realized the need for a more innovative approach to connecting consumer packaged goods (CPG) brands, retailers, and consumers through technology. Today, the Company runs a leading digital promotions network in the CPG industry, called the Ibotta Performance Network (IPN). The IPN consists of both third-party publishers like Walmart, Inc. (Walmart), and Ibotta’s direct-to-consumer cash back app, which has garnered over 50 million registered users. Since inception, the Company has credited over $2.7 billion in cash back and discounts, which has helped consumers pay for life’s necessities. Mr. Leach is a frequent commentator on digital performance marketing. He has been recognized as a Top 10 CEO in the United States (for small/medium size businesses) by Glassdoor.com, CEO of the Year by ColoradoBiz magazine, and EY Entrepreneur of the Year for the Rocky Mountain Region.

Prior to Ibotta, Mr. Leach was a partner at Bartlit Beck LLP, a leading law firm, and served as a law clerk for Justice David Souter at the U.S. Supreme Court and Judge José Cabranes at the U.S. Court of Appeals for the Second Circuit. Mr. Leach holds an A.B. degree in Social Studies from Harvard College, a Masters of Philosophy degree in Economic and Social History from Oxford University (where he was a British Marshall Scholar), and a J.D. from Yale Law School. He has climbed to the summit of Colorado’s 58 tallest mountains, each over 14,000 feet in elevation.

We believe that, as the Founder of the Company, Mr. Leach’s knowledge of the Company, experience building and leading the Company, and perspective as the Company’s Chief Executive Officer and President qualify him to serve on our Board of Directors.

Stephen Bailey, Director. Mr. Bailey joined our Board of Directors in February 2024. Mr. Bailey is the Co-Founder and Chairman of ExecOnline, Inc., a leading provider of B2B leadership development solutions. He served as Chief Executive Officer of ExecOnline from April 2012 to March 2026. Prior to that, he served as Chief Executive Officer and Chief Product Officer of Frontier Strategy Group, LLC, a software and information services business, from January 2006 to May 2011. Before joining Frontier Strategy Group, Mr. Bailey was an associate in the venture capital and private equity group of WilmerHale. Since June 2020, Mr. Bailey has served on the Board of Directors and Audit Committee of Match Group, Inc. (NASDAQ: MTCH), a digital technology company designed to help people make connections. Mr. Bailey earned a J.D. from Yale Law School and a B.A. from Emory University.

We believe that Mr. Bailey is qualified to serve on our Board of Directors because of his extensive management experience and experience with technology companies.

Amanda Baldwin, Director. Ms. Baldwin joined our Board of Directors in August 2021. Since December 2023, Ms. Baldwin has served as the Chief Executive Officer of Olaplex Holdings, Inc., (NASDAQ: OLPX), a science-enabled haircare company. Prior to joining Olaplex, Ms. Baldwin served as Chief Executive Officer of Supergoop LLC from August 2016 to November 2023. Prior to joining Supergoop LLC, she served as a Senior Vice President at L Catterton, a global consumer-focused investment fund, collaborating with management teams across the portfolio with a particular focus on the beauty sector. She previously led the omnichannel marketing strategy of Dior Beauty North America at Louis Vuitton Moet Hennessy (LVMH) and held several positions at Clinique, a part of The Estée Lauder Companies (NYSE: EL). Ms. Baldwin currently serves on the Board of Directors of Olaplex and KIPP NYC, a charter school network. Ms. Baldwin holds an M.B.A. from the University of Pennsylvania Wharton School and an A.B. from Harvard University.

We believe that Ms. Baldwin is qualified to serve on our Board of Directors because of her marketing and management expertise.


Ibotta, Inc.			12			2026 Proxy Statement

Thomas Lehrman, Director. Mr. Lehrman joined our Board of Directors in March 2015. Mr. Lehrman has been the Managing Partner of Teamworthy Ventures, a venture investment firm, since January 2015. Mr. Lehrman also has served as Co-Founder and director of Gerson Lehrman Group, a research and information services company, since June 1998, and served as its Co-CEO from June 1998 to August 2001. Mr. Lehrman also worked as an Office Director in the International Security and Nonproliferation Bureau at the U.S. State Department from 2006 to 2007 and started his investing career as a financial analyst at Tiger Management from 1995 to 1997. He holds a B.A. in History from Duke University and a J.D. from Yale Law School.

We believe that Mr. Lehrman is qualified to serve on our Board of Directors because of his management experience and experience in investing and finance.

Valarie Sheppard, Lead Independent Director. Ms. Sheppard has served as a member of our Board of Directors since August 2021 and served as our Interim Chief Financial Officer from March 2025 to August 2025. Ms. Sheppard previously worked at Procter & Gamble (P&G) (NYSE: PG) as Treasurer, Controller, and Executive Vice President Company Transition Leader from April 2019 until she retired from P&G in March 2021. Previously, she served as P&G’s Senior Vice President, Treasurer, and Comptroller from October 2013 to April 2019, and in various other roles since July 1986. Ms. Sheppard led P&G’s Corporate Finance, Accounting, and Treasury team, responsible for the external financial reporting, financial planning, global business development, and treasury operations for company businesses and operations in over 70 countries, with annual sales of more than $65 billion. She also led the global implementation of P&G’s new organization design, P&G’s most significant restructuring initiative in 25 years. Since joining P&G as a tax analyst in July 1986, Ms. Sheppard held varied roles within the company, including finance and accounting positions in Fabric Care, Home Care, and Beauty businesses, both in the U.S. and internationally. Ms. Sheppard previously served as a board member of the Federal Reserve Bank of Cleveland, from January 2018 to December 2021 and Innovative International Acquisition Corp. (NASDAQ: IOAC) from October 2021 to July 2023. Ms. Sheppard was also a board member at Sovos Brands Inc. (NASDAQ: SOVO), from September 2021 until it was sold in 2024 and of Anixter International, Inc., a distributor of network and security solutions, from 2015 to 2020. She has served as a board member of McCormick & Company, Inc. (NYSE: MKC) since June 2024, and KDC-One, a package design and manufacturing solutions provider, since April 2021. She has also supported innovation in the Cincinnati, Ohio community as board chair of Cintrifuse from 2013 to 2021, an organization that connects the region’s start-up companies to advice, talent, funding, and customers. Ms. Sheppard holds a Bachelor’s degree in Accounting and a Master’s degree in Industrial Administration from Purdue University.

We believe Ms. Sheppard’s extensive finance and management experience qualifies her to serve on our Board of Directors.

Director Independence and Controlled Company Exemption

Under the New York Stock Exchange corporate governance requirements, independent directors must comprise a majority of a listed company’s board of directors. In addition, the New York Stock Exchange rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating committees be independent. Under New York Stock Exchange rules, a director will not qualify as an “independent director” unless the board of directors affirmatively determines that the director has no material relationship with the listed company.

Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment, and affiliations, our Board of Directors has determined that each of Amanda Baldwin, Stephen Bailey, Amit Doshi, Thomas Lehrman, Valarie Sheppard, and Larry Sonsini do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is “independent” as that term is defined under the listing standards of the New York Stock Exchange. In making these determinations, our Board of Directors considered the nature and extent of any current and prior commercial, business, investment, and


Ibotta, Inc.			13			2026 Proxy Statement

social relationship between each non-employee director, our Chief Executive Officer, and the Company, along with all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships, Related-Party, and Other Transactions” below.

All shares of our Class B common stock are beneficially held by Mr. Leach and entities affiliated with Mr. Leach, who collectively hold a majority of the voting power of our outstanding common stock. As a result, we are considered a “controlled company” within the meaning of the listing standards of the New York Stock Exchange. Under these listing standards, a company in which over 50% of the voting power for the election of directors is held by an individual, a group, or another company is a “controlled company” and may elect not to comply with certain listing standards of the New York Stock Exchange regarding corporate governance, including the requirements:

•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.

Although we do not currently rely on the “controlled company” exemption and intend to fully comply with all corporate governance requirements under the listing standards of the New York Stock Exchange, the above requirements would not apply to us if we choose to avail ourselves of the “controlled company” exemption in the future.

Subject to limited exceptions, our “controlled company” status will generally preclude our shareholders’ ability to influence the outcome of matters submitted to our shareholders for approval, including the election of our Board of Directors, the adoption of amendments to our certificate of incorporation and bylaws (where adopted by shareholders), and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions.

Board Leadership Structure and Role of the Lead Independent Director

Mr. Leach currently serves as both the Chairman of our Board of Directors and as our Chief Executive Officer and President. As our Founder, Chief Executive Officer, and President, Mr. Leach is best positioned to identify strategic priorities, lead critical discussion, and execute our business plans.

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 became our Interim Chief Financial Officer. Mr. Doshi served as our lead independent director from March 14, 2025 until August 25, 2025, while Ms. Sheppard was serving as our Interim Chief Financial Officer. Ms. Sheppard resumed her role as lead independent director on August 25, 2025, and currently serves as our


Ibotta, Inc.			14			2026 Proxy Statement

lead independent director. Our Board of Directors believes that Ms. Sheppard’s extensive finance and management experience qualifies her to serve as our lead independent director.

Our independent directors meet regularly in executive sessions without employee directors or management present following our regularly scheduled meetings and as needed in between scheduled meetings. These executive sessions are generally chaired by our lead independent director and include discussions and recommendations regarding guidance to be provided to our Chief Executive Officer and such topics as the independent directors may determine.

As a result of the Board of Directors committee structure and the existence of a majority of independent directors, the Board of Directors believes it maintains effective oversight of our business operations, including independent oversight of our management, management’s performance, financial statements, executive compensation, selection of director candidates, human capital and organizational health, and social and governance matters and programs. We believe that the leadership structure of our Board of Directors, including Ms. Sheppard’s role as lead independent director, is appropriate and enhances our Board of Directors’ ability to effectively carry out its roles and responsibilities on behalf of our shareholders, as well as the accountability of management, while Mr. Leach’s combined role enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to shareholders.

Role of Board in Risk Oversight Process

Our Board of Directors has an active role, as a whole and at the committee level, in overseeing risk management. Our Board of Directors is responsible for general oversight of risks and regular review of information regarding our risks including strategic risks, cybersecurity risks, legal and compliance risks, credit risks, liquidity risks, and operational risks. Consistent with this approach, our Board of Directors regularly reviews our strategic and operational risks in discussions with management, question and answer sessions, and reports from the management team at each regular Board of Directors meeting. Our Board of Directors also receives regular reports on all significant committee activities and evaluates the risks inherent in significant transactions.

In addition, our Board of Directors has tasked designated standing committees with oversight of certain categories of risk management. The Compensation Committee oversees risks relating to our executive compensation philosophy and practices applicable to all employees to determine whether they encourage excessive risk-taking and evaluates policies and practices that could mitigate such risks. The Nominating and Corporate Governance Committee oversees the management of risks associated with the independence of our Board of Directors and potential conflicts of interest. The Audit Committee oversees the management of risks relating to accounting matters, internal controls over financial reporting, disclosure controls and procedures, and legal and regulatory requirements. Our Audit Committee also, among other things, discusses with management, the internal auditors, and the independent auditor, guidelines and policies with respect to risk assessment and risk management, as well as potential conflicts of interest. The Audit Committee further oversees our initiatives related to cybersecurity, including our Information Security program. Our Information Security program includes our initiatives designed to assess, identify, and manage cybersecurity risks (including risks related to our third-party vendors) and also includes periodic risk assessments, third-party penetration tests, and third-party audits. Our Information Security Committee runs our Information Security program. The Information Security Committee is composed of members of senior management and overseen by our Chief Technology Officer and Vice President of Risk Management and IT. The efforts of our Information Security Committee inform management’s updates to the Audit Committee concerning cybersecurity risks and risk management.

Our Board of Directors believes its current leadership structure supports the risk oversight function of the Board of Directors. As Chairman, Mr. Leach has primary responsibility for setting the agenda for meetings of the Board of Directors, and his combined role as Chief Executive Officer and Chairman gives him unique insight into the risk profile of the Company, including emerging risks.


Ibotta, Inc.			15			2026 Proxy Statement

Board Committees

Our Board of Directors has established three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. In addition to these standing committees, from time to time, our Board of Directors may designate a committee consisting of one or more directors on an ad hoc basis, including for purposes of evaluating and/or approving specific projects or transactions. The current composition and responsibilities of each of the committees of our Board of Directors is described below. Members serve on these committees until their resignation or until as otherwise determined by our Board of Directors.

Audit Committee

Each member of our Audit Committee meets the requirements for independence under the New York Stock Exchange corporate governance requirements and SEC rules and regulations. The members of our Audit Committee are Valarie Sheppard, Amit Doshi, and Thomas Lehrman. In March 2025, Mr. Doshi was appointed as Chair of the Audit Committee, and Mr. Bailey joined our Audit Committee, replacing Ms. Sheppard who resigned from the Audit Committee in connection with her appointment as our Interim Chief Financial Officer. Ms. Sheppard rejoined our Audit Committee in August 2025 in connection with her resignation as our Interim Chief Financial Officer, replacing Mr. Bailey as a member. Ms. Sheppard was also re-appointed as Chair of the Audit Committee in August 2025 in connection with her resignation as our Interim Chief Financial Officer, replacing Mr. Doshi as Chair. Our Board of Directors has determined that each of Ms. Sheppard, Mr. Doshi, and Mr. Lehrman is a financial expert, as that term is defined under the SEC rules implementing the Sarbanes-Oxley Act of 2022, Section 407, and possesses financial sophistication, as defined under the rules of the New York Stock Exchange. Our Audit Committee oversees our corporate accounting and financial reporting process and assists our Board of Directors in monitoring our financial systems. Our Audit Committee is responsible for, among other things:

•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 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 procedures;

•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


Ibotta, Inc.			16			2026 Proxy Statement

•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 such charter is available on our website at investors.ibotta.com. During 2025, our Audit Committee held seven meetings.

Compensation Committee

The members of our Compensation Committee are Amanda Baldwin, Stephen Bailey, and Valarie Sheppard. Ms. Baldwin is the Chair of our Compensation Committee. Mr. Lehrman was appointed to the Compensation Committee in March 2025, replacing Ms. Sheppard who resigned from the Compensation Committee in connection with her appointment as our Interim Chief Financial Officer. Ms. Sheppard was re-appointed to the Compensation Committee in August 2025 in connection with her resignation as our Interim Chief Financial Officer, replacing Mr. Lehrman as a member. Our Compensation Committee, among other things:

•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 2025, our Compensation Committee held seven meetings.

Processes and Procedures for Compensation Decisions

Our Compensation Committee seeks to structure our compensation policies and plans to attract and retain the best available personnel for positions of substantial responsibility with the Company, provide incentives for such persons to perform to the best of their abilities for the Company, maintain appropriate levels of risk and reward, and promote the success of our business. Our Compensation Committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers other than himself. Our Compensation Committee may delegate its authority when it deems it appropriate and in our best interests and when such delegation would not violate applicable laws, regulations, or the listing standards of the New York Stock Exchange.

Under our Compensation Committee charter, our Compensation Committee has the right to retain or obtain the advice of compensation consultants, independent legal counsel, and other advisers. During the fiscal year ended December 31, 2025, our Compensation Committee retained Compensia, Inc. (Compensia), an independent compensation consulting firm with compensation expertise relating to technology companies, to provide it with market information, analysis, and other advice relating to executive compensation on an ongoing basis. Our Compensation Committee engaged Compensia to, among other things, assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers and non-employee directors, as well as to assess each separate element of executive officer and non-employee director compensation, with a goal of ensuring that the compensation we offer to our


Ibotta, Inc.			17			2026 Proxy Statement

executive officers and non-employee directors is competitive, fair, and appropriately structured. Compensia does not provide any non-compensation related services to us and maintains a policy that is specifically designed to prevent any conflicts of interest. In addition, our Compensation Committee has assessed the independence of Compensia, taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the New York Stock Exchange, and concluded that no conflict of interest exists.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2025, Amanda Baldwin, Stephen Bailey, Thomas Lehrman, and Valarie Sheppard served as members of the Compensation Committee. Mr. Lehrman was appointed to the Compensation Committee in March 2025, replacing Ms. Sheppard who resigned from the Compensation Committee in connection with her appointment as our Interim Chief Financial Officer. Ms. Sheppard was re-appointed to the Compensation Committee in August 2025 in connection with her resignation as our Interim Chief Financial Officer, replacing Mr. Lehrman as a member. None of our executive officers currently serve, or in the past year has served, as a member of the board of directors or compensation committee (or other committee of the board of directors performing equivalent functions) of any other entity that has one of its executive officers serving on our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Amit Doshi, Stephen Bailey, and Larry Sonsini. Mr. Doshi is the Chair of our Nominating and Corporate Governance Committee. In March 2025, Stephen Bailey stepped off the Nominating and Corporate Governance Committee in connection with Ms. Sheppard's appointment as our Interim Chief Financial Officer and Mr. Bailey's appointment to the Audit Committee. Mr. Bailey rejoined our Nominating and Corporate Governance Committee in August 2025. Our Nominating and Corporate Governance Committee, is responsible for, among other things:

•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 such charter is available on our website at investors.ibotta.com. During 2025, our Nominating and Corporate Governance Committee held two meetings.


Ibotta, Inc.			18			2026 Proxy Statement

Attendance at Board and Shareholder Meetings

During our fiscal year ended December 31, 2025, our Board of Directors held eight meetings (including regularly scheduled and special meetings and in addition to the committee meetings), and each current director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of shareholders, our Corporate Governance Guidelines strongly encourage, but do not require, our directors to attend our annual meeting of shareholders. All of our directors attended last year's annual meeting.

Voting Structure

Our amended and restated certificate of incorporation authorizes two series of common stock. Holders of our Class A common stock are entitled to one vote for each share held at the record date for all matters submitted to a vote of shareholders, and holders of our Class B common stock are entitled to 20 votes for each share held at the record date for all matters submitted to a vote of shareholders. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law.

All shares of Class B common stock are beneficially held by Mr. Leach and entities affiliated with Mr. Leach. As a result, Mr. Leach and his affiliated entities collectively can determine or significantly influence any action requiring the approval of our shareholders, including the election of our Board of Directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. Further, Mr. Leach is party to an Equity Exchange Right Agreement that as of March 23, 2026, covered 356,380 shares of restricted stock units (RSUs) and options to purchase 1,029,942 shares of Class A common stock. The Equity Exchange Right Agreement provides that Mr. Leach may exchange such shares, or the shares received upon exercise of such options, as may be the case, for an equivalent number of shares of our Class B common stock. For additional information on the voting power of Mr. Leach and entities affiliated with Mr. Leach, see the section titled “Security Ownership of Certain Beneficial Owners and Management.”

Considerations in Evaluating Director Nominees

Our Nominating and Corporate Governance Committee may use a variety of methods, including engaging the services of outside consultants and search firms, to identify and evaluate director nominees. Our Nominating and Corporate Governance Committee works with our Board of Directors to determine the desired qualifications, expertise, and characteristics of our Board of Directors, including such factors as business experience and diversity, including differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors.

Our Nominating and Corporate Governance Committee and our Board of Directors evaluate each director candidate in the context of the membership of the Board of Directors as a group, with the objective of maintaining a Board of Directors that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of backgrounds and experiences in various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the Company, and other qualifications and characteristics set forth in the Nominating and Corporate Governance Committee charter. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation,


Ibotta, Inc.			19			2026 Proxy Statement

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

After completing its review and evaluation of director candidates, including incumbent directors, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for election.

Shareholder Nominations and Recommendations to the Board of Directors

Under our amended and restated bylaws, shareholders may also directly nominate persons for our Board of Directors. To be timely for the 2026 annual meeting of shareholders, nominations must be received by our Corporate Secretary by the same deadlines discussed above under “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 Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders so long as such recommendations comply with our amended and restated certificate of incorporation, amended and restated bylaws, and applicable laws, rules, and regulations, including those promulgated by the SEC. Our Nominating and Corporate Governance Committee will evaluate such director candidates recommended by shareholders in accordance with its charter, our amended and restated bylaws, and our policies and procedures for director candidates, as well as the director nominee criteria described above. This process is designed to ensure that our Board of Directors includes members with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to our business. Eligible shareholders wishing to recommend a candidate for nomination should contact our Corporate Secretary in writing at Ibotta, Inc., 1400 16th Street, Suite 600, Denver, Colorado 80202. Any nomination must comply with the requirements set forth in our amended and restated bylaws. Any notice of director nomination submitted must include the additional information required by Rule 14a-19(b) under the Exchange Act. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company, and evidence of the recommending shareholder’s ownership of the Company’s capital stock. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.

Communications with the Board of Directors

Interested parties wishing to communicate with non-management members of our Board of Directors may do so by writing and mailing the correspondence to Ibotta, Inc., Attn: Corporate Secretary, 1400 16th Street, Suite 600, Denver, Colorado 80202, or by emailing bodcommunications@ibotta.com. Each communication should set forth (i) the name and address of the shareholder, as it appears on our books, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares and (ii) the class and number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.


Ibotta, Inc.			20			2026 Proxy Statement

Our Corporate Secretary, in consultation with appropriate members of our Board of Directors as necessary, will review all incoming communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations, and patently offensive or otherwise inappropriate material) and, if appropriate, will route such communications to the appropriate director(s) or, if none is specified, to the Chairman of the Board of Directors or the lead independent director.

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."

Corporate Governance and Environmental, Social, and Governance (ESG) Matters

Corporate Governance Guidelines and Code of Business Conduct and Ethics

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, 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.

Insider Trading Policy and Compliance

Our Board of Directors has adopted an Insider Trading Policy governing the purchase, sale, loan, and other transfers or dispositions of any equity securities (including common stock, options, RSUs, warrants, and preferred stock), or debt securities (including debentures, bonds, and notes) of the Company, whether direct or indirect, any offer to engage in the foregoing transactions, and/or any other disposition of our securities by directors, officers, employees, and other covered persons. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

From time to time, we have and may continue to engage in transactions in our own securities. With regard to the Company’s trading in its own securities, it is the Company’s practice to comply with the federal securities laws and the applicable exchange listing requirements.

Prohibition on Short Sales, Hedging, and Pledging

Our Insider Trading Policy, among other things, prohibits short sales, engaging in transactions in publicly traded options (such as puts and calls) and other derivative securities relating to our common stock, pledging our securities as collateral for any loan or as part of any other pledging transaction, or holding the Company’s common stock in a margin account. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities.


Ibotta, Inc.			21			2026 Proxy Statement

Compensation Recovery Policy

In February 2024, our Compensation Committee adopted a compensation recovery (clawback) policy in compliance with the New York Stock Exchange and SEC rules requiring public companies to recover excess incentive-based compensation, in the event we are required to prepare an accounting restatement, from any individual who is or was ever designated an “officer” by our Board of Directors in accordance with Rule 16a-1(f) of the Exchange Act. Consistent with the requirements, our policy requires that if we are required to prepare an accounting restatement due to our material noncompliance with financial reporting requirements, we must claw back from covered officers any incentive-based compensation received by them on or after October 2, 2023 and during the applicable covered period (which generally includes the three completed fiscal years prior to the restatement date) that was in excess of what they would have received had their incentive compensation been determined based on the restated amounts.

Environmental, Social, and Governance Initiatives

Environmental

Ibotta is committed to ESG principles that are fundamental to our business strategy and contribute to a resilient and responsible future. As a digital promotions company conducted largely online, our carbon footprint is smaller than many other types of businesses. We also promote recycling and reduced waste in our corporate headquarters. Wherever feasible, we aim to conduct our business in a sustainable manner.

Social & Philanthropy

We are strongly committed to maintaining a diverse, equitable, and inclusive workplace. This means we prioritize hiring and promoting people who not only have the skills required to perform their respective roles but also bring diverse perspectives and experiences to their work at Ibotta. We invest in employee development to ensure all employees are prepared for career growth opportunities both at Ibotta and beyond. We regularly monitor our hiring and promotions practices to ensure that we live up to our commitment as an equal opportunity employer with no pay disparities based on protected classes.

We aspire to have a positive impact on the communities we serve by using our financial and volunteer resources and business expertise to help solve problems, prioritizing those that align with our strategic priorities, like support for the greater Denver community and alleviating food insecurity. Through our employee-led Ibotta Gives initiative, in 2025, our employees contributed more than 1,700 volunteer hours, and as a company, we donated more than $225,000 to charitable organizations. We also give back to the community through initiatives like our 100% cash back on Thanksgiving program, which has fed more than 11.5 million Americans since its inception. We are committed to the Denver community and believe in the value of in-person work. This year, we established a new corporate headquarters in downtown Denver, doubling down on our commitment to the Denver community. We also prioritize recruiting talent that is either located in, or willing to relocate to, Denver.

Governance

Our governance policies reflect our commitment to integrity and accountability. A majority of our Board of Directors qualify as independent under the corporate governance requirements of the New York Stock Exchange. As discussed above, we have adopted various corporate governance policies, including charters for the committees of our Board of Directors, Corporate Governance Guidelines, a Code of Business Conduct and Ethics, an Insider Trading Policy, and a Compensation Recovery Policy.


Ibotta, Inc.			22			2026 Proxy Statement

Director Compensation

Our Outside Director Compensation Policy provides that all non-employee directors serving on the Audit, Compensation, and Nominating and Corporate Governance Committees will be entitled to receive the following cash compensation for their services on such committees:

•$40,000 retainer per year;

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

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

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

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

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

Each non-employee director who serves as the Chair of a committee will receive only the additional annual fee as the Chair of the committee and will not receive the additional annual fee as a member of the committee. All cash payments to non-employee directors will be paid quarterly in arrears and will be prorated as needed to reflect the director's length of service.

In addition to the compensation structure described above, our Outside Director Compensation Policy provides the following equity incentive compensation program for non-employee directors. Each person who first becomes a non-employee director receives, on the first trading date on or after the date on which the person first becomes a non-employee director, an initial award of RSUs covering a number of shares having a value equal to $400,000, rounded to the nearest whole share. Each initial award vests as to one-third of the RSUs on each anniversary of the grant date, in each case subject to continued service through each relevant vesting date. If the person was a member of our Board of Directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an initial award.

On the date of each of our annual meetings of shareholders, each non-employee director who has provided continuous service as a non-employee director from the date that is six months before that annual meeting of shareholders through the date of that annual meeting of shareholders automatically is granted an award of RSUs having a grant value of $200,000, rounded to the nearest whole share. Each annual award vests as to 100% of the RSUs on the earlier of (i) the first anniversary of the date the award is granted or (ii) the day prior to the date of the annual meeting of shareholders next following the date the award was granted, in each case subject to continued service through the applicable vesting date.

At our last annual meeting of shareholders, we also granted Ms. Sheppard – who was then an employee director – an equity grant of RSUs for her service on our Board of Directors having a grant value of $200,000, rounded to the nearest whole share. Such grant will vest on the same terms as the awards granted to our non-employee directors.

With respect to equity awards granted to a non-employee director while such individual was a non-employee director, in the event of a change in control of our Company, the non-employee director will fully vest in and have the right to exercise his or her outstanding equity awards (including those granted pursuant to our Outside


Ibotta, Inc.			23			2026 Proxy Statement

Director Compensation Policy). Additionally, with respect to equity awards with performance-based vesting granted to a non-employee director while such individual was a non-employee director, in the event of a change in control of our Company, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable award agreement or other written agreement between the non-employee director and us.

Our Outside Director Compensation Policy includes a maximum annual limit of $750,000 (or $1,000,000 for the fiscal year in which the individual begins service as a non-employee director), on the combined value of cash compensation and equity awards (based on the grant date fair value for purposes of this limit) that may be paid, issued, or granted to a non-employee director in any fiscal year. Any amounts received for services as an employee or as a consultant are excluded for purposes of these limits. Our Outside Director Compensation Policy provides for the reimbursement of our non-employee directors for reasonable, customary, and documented travel expenses to attend meetings of our Board of Directors and committees of our Board of Directors.

Compensation for our non-employee directors is not limited to the equity awards and payments set forth in our Outside Director Compensation Policy. Our non-employee directors remain eligible to receive equity awards and cash, or other compensation outside of the Outside Director Compensation Policy, as may be provided from time to time at the discretion of our Board of Directors.

The table below summarizes the compensation of each person serving as a non-employee director for the year ended December 31, 2025. Except as described herein, directors who are also our employees receive no additional compensation for their service as directors. Bryan Leach and Valarie Sheppard were our only employee directors during fiscal 2025. See the section titled “Executive Compensation” for additional information about each of Mr. Leach’s and Ms. Sheppard’s compensation.

Fiscal 2025 Non-Employee Director Compensation

SEC Form DEF 14A filed by Ibotta Inc.