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Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
The Company’s authorized capital stock consists of 3,000,000,000 shares of the Company’s Class A common stock, par value $0.00001 per share, 350,000,000 shares of the Company’s Class B common stock, par value $0.00001 per share, and 100,000,000 shares of preferred stock, par value $0.00001 per share.
Preferred Stock
As of December 31, 2025 and 2024, there were no shares of preferred stock issued or outstanding.
Common Stock
The rights of the holders of the Company’s Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of the Company’s Class A common stock is entitled to one vote per share and is not convertible into any other shares of the Company’s capital stock. Each share of the Company’s Class B common stock is entitled to 20 votes per share and is convertible at any time into one share of the Company’s Class A common stock at the option of the holder.
The Company had shares of common stock reserved for issuance as follows:
December 31,
20252024
Stock options outstanding2,525,0613,279,483
Restricted stock units outstanding2,436,2591,043,621
Restricted stock purchase—11,641
Common stock warrant4,121,0344,121,034
Remaining shares reserved for future issuances under the 2024 Equity Incentive Plan4,193,8794,277,680
Remaining shares reserved for future issuances under the 2024 Employee Stock Purchase Plan932,326666,124
Total shares14,208,55913,399,583
Restricted Stock Purchase
On February 9, 2021, the Company granted an officer of the Company the right to purchase 408,824 shares of restricted common stock, and the officer exercised the purchase option at the grant date fair value of $8.30 per share, for a total exercise price of $3.4 million (restricted stock purchase). As the restricted stock purchase contained a repurchase option for the Company, the exercise price was initially recognized as a deposit liability that is offset to additional paid-in capital as the repurchase option is released. One quarter of the shares were released from the Company’s repurchase option on the one-year anniversary of the grant, and one forty-eighth of the shares are released monthly for the 36 months thereafter.
As of December 31, 2025 and 2024, $3.4 million and $3.3 million, respectively, of the exercise price had been released from the Company’s repurchase option liability and recorded to additional paid-in capital.
Common Stock Warrant
On May 17, 2021, the Company issued a common stock purchase warrant to Walmart (Walmart Warrant) in connection with a multi-year strategic relationship that makes Ibotta the exclusive provider of digital item-level rebate offer content for Walmart U.S. (Commercial Agreement). The Walmart Warrant was issued in exchange for access to Walmart consumers and is accounted for under ASC 718, Compensation–Stock Compensation (ASC 718), as a share-based payment to a nonemployee in exchange for services to be recognized in the same manner as if the Company paid cash for the services.
Pursuant to the terms of the Walmart Warrant, Walmart has the right to purchase up to 3,528,577 shares of the Company’s common stock, subject to a non-discretionary anti-dilution provision, at an exercise price of $70.12. In accordance with the anti-dilution provision, on April 22, 2024 in connection with the Company’s IPO, the number of shares increased by 592,457 shares to a new total of 4,121,034 shares. Vesting of the Walmart Warrant 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 Commercial Agreement would result in a decrease in the number of shares vesting under the Walmart Warrant. The Walmart Warrant expires, and any vested warrants are no longer exercisable, effective May 17, 2031, or May 17, 2028, in certain cases if the Commercial Agreement is no longer in effect.
The aggregate grant date fair value on May 17, 2021 of the Walmart Warrant was $35.3 million. The anti-dilution provision adjustment on April 22, 2024 represented a modification under ASC 718, and the aggregate grant date fair value of the 592,457 additional shares granted was $37.2 million. The fair value was determined based on a Black-Scholes option pricing valuation model with the following assumptions:
Black-Scholes Option Pricing Model
Risk-free interest rate4.61 %
Expected dividend yield—
Expected volatility65 %
Expected term (in years)7.1
The fair value of the portion of the Walmart Warrant that vests upon achievement of the performance conditions is recognized as sales and marketing expense when the performance conditions are considered probable of achievement, and the fair value of the remaining portion is recognized as sales and marketing expense over time beginning upon achievement of certain performance conditions through the remainder of the Commercial Agreement term, subject to acceleration if certain operating goals are achieved, and subject to certain forfeiture and repurchase terms. In September 2023, the performance conditions required for vesting were deemed probable, and the Company began to recognize stock-based compensation expense.
During the year ended December 31, 2023, we recognized stock-based compensation expense in sales and marketing expense of $13.2 million, of which $12.3 million related to the vesting of the performance conditions and $0.9 million related to the vesting of service conditions. During the year ended December 31, 2024, we recognized stock-based compensation expense in sales and marketing expense of $29.3 million, of which $17.5 million related to the anti-dilution modification and the remaining expense related to the vesting of the service condition. During the year ended December 31, 2025, we recognized stock-based compensation expense of $8.8 million in sales and marketing expense, all of which related to the vesting of the service condition. As of December 31, 2025, unrecognized stock-based compensation expense related to the unvested portion of the Walmart Warrant was $21.3 million and is expected to be recognized over a weighted average period of 2.8 years.
Share Repurchase Program
In August 2024, the Company’s board of directors approved a share repurchase program, with authorization to purchase up to an aggregate of $100.0 million of the Company’s Class A common stock (Share Repurchase Program). In both March 2025 and June 2025, the board of directors approved an additional $100.0 million, bringing the total authorization under the Share Repurchase Program to $300.0 million.
The Share Repurchase Program has no expiration date. Repurchases under the Share Repurchase Program may be made from time to time through open market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of its Class A common stock under this authorization. The Company is not obligated under the Share Repurchase Program to acquire any particular amount of Class A common stock, and the Company may terminate or suspend the Share Repurchase Program at
any time. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
During the year ended December 31, 2025, the Company repurchased 6,869,660 of its Class A common stock for an aggregate repurchase amount of $236.3 million. The repurchase amount includes immaterial broker commissions and the 1% excise tax on net share repurchases imposed by the Inflation Reduction Act of 2022. Repurchases are reflected as treasury stock on the balance sheets on a trade-date basis. As of December 31, 2025, $34.9 million remains available and authorized for repurchase under the Share Repurchase Program.