Ibotta (IBTA) FY2025 10-K Risk Factors: 9 New, 14 Dropped

What the changes say

Ibotta reports declining revenue and ad revenue drops due to fewer redeemers on D2C properties, alongside new securities litigation risks.

What changed since the prior 10-K

New

NewRisks Related to Our Business
amounts, to enhance our tools and technologies. Any disruption in these partnerships, or a failure to secure additional data on favorable terms, could impair our tools and technologies
Disruptions in data partnerships or failures to secure data on favorable terms could impair our tools and technologies.
NewRisks Related to Our Business
We may not be able to grow our revenue
Revenue declined to $342.4 million for the year ended December 31, 2025, and may continue to vary or decline unpredictably.
NewRisks Related to Our Business
For example, our Ad & other revenue decreased in 2025 due to decreased redeemers on our D2C properties
Ad and other revenue decreased in 2025 due to fewer redeemers on our direct-to-consumer properties.
NewRisks Related to Our Intellectual Property
by third parties, unknown to us, that later result in issued patents that could cover one or more of our technologies or offerings
Unknown third-party patent applications could later issue and cover our technologies or offerings, leading to high enforcement costs.
NewRisks Related to Government Regulation, Tax, or Accounting Standards
Changes to or the passage of new federal, state, or local laws, including changing interpretations or enforcement by relevant authorities, regarding digital coupons, digital shelf tags, or dynamic pricing could impact our rewards programs and other offerings
New state and local algorithmic pricing laws and San Diego regulations requiring equivalent paper coupons for digital coupons could impact our operations.
NewRisks Related to Government Regulation, Tax, or Accounting Standards
If we do not comply with the specialized regulations and laws in the United States that regulate marketing and promotions, our business, financial condition, results of operations, and prospects could be materially adversely affected
Failing to comply with complex federal and state marketing, promotion, and AI/ML regulations could harm our business.
NewRisks Related to Government Regulation, Tax, or Accounting Standards
Changes in tax laws could affect our effective tax rates, business, financial condition, and results of operations
Changes in tax laws, including the One Big Beautiful Bill Act, could cause fluctuations in our tax obligations and effective rates.
NewRisks Related to Ownership of Our Class A Common Stock
ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholders, or employees
Our bylaws designate Delaware courts and U.S. federal district courts as the exclusive forums for disputes and Securities Act claims.
NewRisks Related to Ownership of Our Class A Common Stock
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendation regarding our Class A common stock adversely, the market price and trading volume of our Class A common stock could decline
Inaccurate research or unfavorable recommendations by securities analysts could cause our Class A common stock price and trading volume to decline.

Dropped

DroppedRisks Related to our Business
these risks and challenges as we encounter them, our business, financial condition, results of operations, and prospects could be materially adversely affected
DroppedRisks Related to our Business
We may encounter unforeseen operating expenses, difficulties, complications, delays, and other factors, including as we expand our business, execute on strategic initiatives, and navigate macroeconomic uncertainty, which may result in losses or a failure to generate profitable growth in future periods
Profitability and network growth challenges.
DroppedRisks Related to our Business
We may not be able to sustain our revenue growth rate
Unforeseen operating expenses and growth losses.
DroppedRisks Related to our Business
For example, our Ad & other revenue have decreased in 2024 compared to 2023 due to a shift in CPG client spend from Ad & other revenue to redemption revenue
DroppedRisks Related to our Business
publishers, CPG brands, retailers, and consumers could be impaired, and our business, financial condition, results of operations, and prospects could be materially adversely affected
DroppedRisks Related to our Business
We are making substantial investments to expand our technologies, tools, and offerings to capitalize on new and unproven business opportunities and expect to increase such investments in the future. These initiatives are risky, and we may never realize any expected benefits from them
DroppedRisks Related to our Platform
business, financial condition, results of operations, and prospects could be materially adversely affected
DroppedRisks Related to our Platform
imposed by publishers, browsers, integrated retailers, or software developers, changes in technology, and new developments in laws, regulations, and industry requirements or standards
2024 revenue of $367.3 million and growth rate sustainability.
DroppedRisks Related to Our Intellectual Property
Because patent applications can take years to issue from U.S. Patent and Trademark Office, and are often afforded confidentiality for some period of time, there may currently be pending applications filed by third parties, unknown to us, that later result in issued patents that could cover one or more of our products
2024 Ad and other revenue decreases from CPG client spend shifts.
DroppedRisks Related to Government Regulation, Tax, or Accounting Standards
standards relating to endorsements and influencer marketing. Many of these laws, regulations, and industry standards are changing, may be subject to differing interpretations, may be inconsistent among countries or conflict with other rules, and may be costly to comply with or inconsistent among jurisdictions
DroppedRisks Related to Government Regulation, Tax, or Accounting Standards
attract new users may be impaired, our costs may increase, and our business, financial condition, results of operations, and prospects could be materially adversely affected
DroppedRisks Related to Government Regulation, Tax, or Accounting Standards
against us, and our business, financial condition, results of operations, and prospects could be materially adversely affected
DroppedRisks Related to Ownership of Our Class A Common Stock
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors
DroppedRisks Related to Ownership of Our Class A Common Stock
actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock

Reworded

82% rewrittenRisks Related to Our Business
If our clients choose to materially alter the breadth, depth, or parameters of the offers they provide to us for distribution throughout our network, this could cause unforeseen reductions in the number of redemptions
Expanded to specify that client budget shifts and reductions can be driven by tariffs, regulatory uncertainty, and macroeconomic factors.
Was: If our CPG brands choose to materially alter the breadth, depth, or parameters of the offers they provide to us for distribution throughout our network, this could cause unforeseen reductions in the number of redemptions
80% rewrittenRisks Related to Our Business
The use of AI/ML technologies in our platform and in our business may result in reputational harm or liability and could materially adversely affect our business, financial condition, results of operations, and prospects
Updated to note that AI/ML development is expensive, complex, and may involve performance problems or undetected defects.
Was: The use of AIML technologies in our platform and in our business may result in reputational harm or liability and could materially adversely affect our business, financial condition, results of operations, and prospects
79% rewrittenRisks Related to Our Business
We have a history of net losses, we anticipate increasing expenses in the future, and we may not be profitable
Updated 2025 accumulated deficit figure to $136.9 million and revenue year references.
58% rewrittenRisks Related to Our Business
Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with clients or add new clients
Broadened terminology from CPG brands to clients throughout the relationship risk factor.
Was: Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with CPG brands or add new CPG brands
52% rewrittenRisks Related to Our Business
We are and may become involved in litigation or legal proceedings that could materially adversely affect us
Rewritten to focus specifically on securities litigation and the putative securities class action filed against us on April 17, 2025.
Was: We may become involved in litigation that could materially adversely affect us
50% rewrittenRisks Related to Our Business
Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously affected and could continue to adversely affect our business, financial condition, results of operations, and prospects
Added regulatory and economic uncertainty and changes in government policies as macroeconomic risk factors.
49% rewrittenRisks Related to Our Platform
If our security measures or information we collect and maintain are compromised or publicly exposed, clients, publishers, retailers, and consumers may curtail or stop using our platform, and we could be subject to claims, penalties, and fines
Minor cleanup of data processing terminology without substantive changes.
Was: If our security measures or information we collect and maintain are compromised or publicly exposed, publishers, CPG brands, retailers, and consumers may curtail or stop using our platform, and we could be subject to claims, penalties, and fines
44% rewrittenRisks Related to Government Regulation, Tax, or Accounting Standards
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be materially adversely affected
Removed consolidated references regarding financial statement preparation estimates.
41% rewrittenRisks Related to Government Regulation, Tax, or Accounting Standards
Changes to federal and state laws, including changing interpretations by relevant authorities, regarding money services businesses and money transmitters could impact our rewards programs and other offerings
40% rewrittenRisks Related to Our Business
Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses, including unauthorized use or disclosure of consumer data
40% rewrittenRisks Related to Our Business
An inability to attract, successfully onboard, and retain highly qualified employees, including as a result of restrictive changes to immigration laws or the varying application of immigration laws, may hamper our growth and cause our revenues to decline, adversely affecting our business
Was: An inability to attract and retain highly qualified employees, including as a result of restrictive changes to immigration laws or the varying application of immigration laws, may hamper our growth and cause our revenues to decline, adversely affecting our business
37% rewrittenRisks Related to Government Regulation, Tax, or Accounting Standards
We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, particularly as we are no longer an “emerging growth company,” which could materially adversely affect our business, financial condition, results of operations, and prospects
Was: We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, particularly after we are no longer an “emerging growth company,” which could materially adversely affect our business, financial condition, results of operations, and prospects
37% rewrittenRisks Related to Our Business
The effects of health epidemics have had, and may in the future have, an adverse impact on our business, operations, and the markets and communities in which we and our partners operate
Was: The effects of health epidemics, including COVID-19, have had, and may in the future have, an adverse impact on our business, operations, and the markets and communities in which we and our partners operate
37% rewrittenRisks Related to Our Business
If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above, as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, results of operations, and prospects could be materially adversely affected
35% rewrittenRisks Related to Our Business
Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which has caused, and may in the future cause, our results of operations to fluctuate significantly
Was: Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly
33% rewrittenRisks Related to Our Business
If we cannot maintain our Company culture as we grow, our business and competitive position may be harmed
33% rewrittenRisks Related to Our Platform
We allow our clients and publishers to use application programming interfaces (APIs) with our platform, which could result in outages or security breaches and materially adversely impact our business, financial condition, results of operations, and prospects
32% rewrittenRisks Related to Our Business
If we fail to maintain or grow offer supply and redemptions on our network, our revenues and business, financial condition, results of operations, and prospects could be materially adversely affected
31% rewrittenRisks Related to Our Business
We expect a number of factors to cause our results of operations to fluctuate on a quarterly and annual basis, which has made, and may in the future make, it difficult to predict our future performance
Was: We expect a number of factors to cause our results of operations to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance
28% rewrittenRisks Related to Our Business
If we fail to effectively manage any future growth, our business, financial condition, results of operations, and prospects could be materially adversely affected
Was: If we fail to effectively manage our growth, our business, financial condition, results of operations, and prospects could be materially adversely affected
27% rewrittenRisks Related to Our Business
Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with retailers
26% rewrittenRisks Related to Our Business
Our business is typically affected by seasonality, which results in fluctuations in our operating results
25% rewrittenRisks Related to Government Regulation, Tax, or Accounting Standards
If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
22% rewrittenRisks Related to Our Platform
We are dependent on technology systems and electronic communications networks that are supplied and managed by third parties, which could result in increased expenses and an inability to prevent or respond to disruptions in our solutions
22% rewrittenRisks Related to Government Regulation, Tax, or Accounting Standards
The federal and state “Tied-House” laws governing ownership interests in alcoholic beverage manufacturers, wholesalers, and retailers could materially adversely affect our business, financial condition, results of operations, and prospects
21% rewrittenRisks Related to Ownership of Our Class A Common Stock
The public trading price of our Class A common stock has fluctuated, and the value of our Class A common stock may decline
Was: The public trading price of our Class A common stock may be volatile, and the value of our Class A common stock may decline
21% rewrittenRisks Related to Our Intellectual Property
We may not be able to adequately protect our intellectual property rights and have been, and may in the future be, accused of infringing intellectual property rights of third parties
Was: We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties
21% rewrittenRisks Related to Our Business
Although we do not currently have any plans to expand our operations outside of the United States, if we attempt and fail to expand effectively in international markets, our business, financial condition, results of operations, and prospects could be materially adversely affected

All 64 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

01We have a history of net losses, we anticipate increasing expenses in the future, and we may not be profitable79% rewritten
02If we fail to maintain or grow offer supply and redemptions on our network, our revenues and business, financial condition, results of operations, and prospects could be materially adversely affected32% rewritten
03Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with clients or add new clients58% rewritten
04If our clients choose to materially alter the breadth, depth, or parameters of the offers they provide to us for distribution throughout our network, this could cause unforeseen reductions in the number of redemptions82% rewritten
05amounts, to enhance our tools and technologies. Any disruption in these partnerships, or a failure to secure additional data on favorable terms, could impair our tools and technologiesNew
06We are also dependent on our publishers to take steps to integrate with the IPN and to maximize and encourage offer redemption, including decisions relating to user experience and design, marketing, and proper maintenance of their technology
07We may not be able to grow our revenueNew
08For example, our Ad & other revenue decreased in 2025 due to decreased redeemers on our D2C propertiesNew
09We provide content to publishers indirectly through technology partners and our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with such technology partners
10We expect a number of factors to cause our results of operations to fluctuate on a quarterly and annual basis, which has made, and may in the future make, it difficult to predict our future performance31% rewritten
11Macroeconomic conditions, including slower growth or a recession and supply chain disruptions, have previously affected and could continue to adversely affect our business, financial condition, results of operations, and prospects50% rewritten
12A recession or market correction could also decrease marketing spend, particularly in media, and could adversely affect the demand for our solutions, and our business, financial condition, results of operations, and prospects
13Competition presents an ongoing threat to the success of our business
14Our business, financial condition, results of operations, and prospects could be materially adversely affected if we do not renew, maintain, and expand our relationships with retailers27% rewritten
15If we fail to effectively manage any future growth, our business, financial condition, results of operations, and prospects could be materially adversely affected28% rewritten
16We have a limited operating history and operate in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful
17If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above, as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, results of operations, and prospects could be materially adversely affected37% rewritten
18Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which has caused, and may in the future cause, our results of operations to fluctuate significantly35% rewritten
19Our business is typically affected by seasonality, which results in fluctuations in our operating results26% rewritten
20The use of AI/ML technologies in our platform and in our business may result in reputational harm or liability and could materially adversely affect our business, financial condition, results of operations, and prospects80% rewritten
21Internet search engines drive traffic to our network, and if we fail to appear prominently in search results, our new consumer growth could decline, and our business, financial condition, results of operations, and prospects could be materially adversely affected
22Restrictions imposed by our outstanding indebtedness and any future indebtedness may limit our ability to operate our business, to finance our future operations or capital needs, or to engage in acquisitions or other business activities necessary to achieve growth
23An inability to attract, successfully onboard, and retain highly qualified employees, including as a result of restrictive changes to immigration laws or the varying application of immigration laws, may hamper our growth and cause our revenues to decline, adversely affecting our business40% rewritten
24Failure to deal effectively with fraudulent or other improper transactions could materially adversely affect our business, financial condition, results of operations, and prospects
25If we cannot maintain our Company culture as we grow, our business and competitive position may be harmed33% rewritten
26Operating and growing our business may require additional capital, and if capital is not available to us, our business, financial condition, results of operations, and prospects may suffer
27Acquisitions and strategic alliances could distract management and expose us to financial, execution, and operational risks that could materially adversely affect our business, financial condition, results of operations, and prospects
28The effects of health epidemics have had, and may in the future have, an adverse impact on our business, operations, and the markets and communities in which we and our partners operate37% rewritten
29Our collection cycles can vary, and we may experience difficulty collecting accounts receivable that could materially adversely affect our business, financial condition, results of operations, and prospects
30We are and may become involved in litigation or legal proceedings that could materially adversely affect us52% rewritten
31An increase in interest rates could materially adversely impact our business
32Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses, including unauthorized use or disclosure of consumer data40% rewritten
33Although we do not currently have any plans to expand our operations outside of the United States, if we attempt and fail to expand effectively in international markets, our business, financial condition, results of operations, and prospects could be materially adversely affected21% rewritten

Risks Related to Our Platform

34If our security measures or information we collect and maintain are compromised or publicly exposed, clients, publishers, retailers, and consumers may curtail or stop using our platform, and we could be subject to claims, penalties, and fines49% rewritten
35Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our platform, including our websites and mobile app, and any significant disruption in service could result in a loss of clients, publishers, retailers, and consumers
36We are dependent on technology systems and electronic communications networks that are supplied and managed by third parties, which could result in increased expenses and an inability to prevent or respond to disruptions in our solutions22% rewritten
37We allow our clients and publishers to use application programming interfaces (APIs) with our platform, which could result in outages or security breaches and materially adversely impact our business, financial condition, results of operations, and prospects33% rewritten
38We depend on the interoperability of our platform across third-party apps and services that we do not control

Risks Related to Our Intellectual Property

39We may not be able to adequately protect our intellectual property rights and have been, and may in the future be, accused of infringing intellectual property rights of third parties21% rewritten
40by third parties, unknown to us, that later result in issued patents that could cover one or more of our technologies or offeringsNew
41Some of our solutions contain open source software, which may pose particular risks to our proprietary software and solutions
42We may be unable to continue to use our domain names or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks

Risks Related to Government Regulation, Tax, or Accounting Standards

43Changes to or the passage of new federal, state, or local laws, including changing interpretations or enforcement by relevant authorities, regarding digital coupons, digital shelf tags, or dynamic pricing could impact our rewards programs and other offeringsNew
44Changes to federal and state laws, including changing interpretations by relevant authorities, regarding money services businesses and money transmitters could impact our rewards programs and other offerings41% rewritten
45If we do not comply with the specialized regulations and laws in the United States that regulate marketing and promotions, our business, financial condition, results of operations, and prospects could be materially adversely affectedNew
46The federal and state “Tied-House” laws governing ownership interests in alcoholic beverage manufacturers, wholesalers, and retailers could materially adversely affect our business, financial condition, results of operations, and prospects22% rewritten
47Changes in laws and regulations related to the internet or changes to internet infrastructure may diminish the demand for our solutions, and could materially adversely affect our business, financial condition, results of operations, and prospects
48If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired25% rewritten
49We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, particularly as we are no longer an “emerging growth company,” which could materially adversely affect our business, financial condition, results of operations, and prospects37% rewritten
50Our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income may be limited
51If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be materially adversely affected44% rewritten
52Failure to comply with anti-bribery and anti-corruption laws, anti-money laundering laws, and similar laws could subject us to penalties and other adverse consequences
53Changes in tax laws could affect our effective tax rates, business, financial condition, and results of operationsNew

Risks Related to Ownership of Our Class A Common Stock

54We cannot predict the effect our dual class structure may have on the trading price of our Class A common stock
55The public trading price of our Class A common stock has fluctuated, and the value of our Class A common stock may decline21% rewritten
56We have adopted a Share Repurchase Program to repurchase shares of our Class A common stock; however, any future decisions to reduce or discontinue repurchasing our Class A common stock pursuant to the Share Repurchase Program could cause the market price of our Class A common stock to decline
57Although we do not expect to rely on the “controlled company” exemption under the listing standards of the New York Stock Exchange, we have the right to use such exemption, and therefore we could in the future avail ourselves of certain reduced corporate governance requirements
58Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline
59Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock
60ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholders, or employeesNew
61If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendation regarding our Class A common stock adversely, the market price and trading volume of our Class A common stock could declineNew
62Additional issuances of our stock will result in significant dilution to our stockholders
63Natural disasters and other events beyond our control could materially adversely affect our business, financial condition, results of operations, and prospects
64We do not intend to pay dividends on our Class A common stock in the foreseeable future, so any returns will be limited to the value of our Class A common stock

Other Ibotta 10-Ks

FY2024 10-K risk factors
69 risks
Ibotta faces concentrated risks around network partners like Walmart, publisher integrations, and consumer promotional redemptions. The business depends heavily on digital advertising spend from CPG brands and item-level retailer data. Financial stability is constrained by net losses, fluctuating sales cycles, and indebtedness under a Bank of America facility.
Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.