v3.26.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2026
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 March 31, 2026 and December 31, 2025, 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:
March 31, 2026December 31, 2025
Stock options outstanding2,456,7172,525,061
Restricted stock units outstanding4,601,1202,436,259
Common stock warrant4,121,0344,121,034
Remaining shares reserved for future issuances under the 2024 Equity Incentive Plan3,081,3934,193,879
Remaining shares reserved for future issuances under the 2024 Employee Stock Purchase Plan1,135,237932,326
Total shares15,395,50114,208,559
Common Stock Warrant
In May 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 is accounted for as nonemployee stock-based compensation under ASC 718, Compensation–Stock Compensation (ASC 718). Pursuant to the terms of the Walmart Warrant, and subsequent to a modification from the non-discretionary anti-dilution provision as a result of the Company’s April 2024 IPO, Walmart has the right to purchase up to 4,121,034 shares at an exercise price of $70.12. Vesting of the Walmart Warrant is subject to certain performance and service conditions by both parties, and the Walmart Warrant expires May 2031, or May 2028, in certain cases if the Commercial Agreement is no longer in effect.
The aggregate grant date fair value of the May 2021 grant and the April 2024 modification were $35.3 million and $37.2 million, respectively, determined using a Black-Scholes option pricing valuation model. The fair value of the portion of the Walmart Warrant that vested upon achievement of the performance conditions was recognized as sales and marketing expense when the performance conditions were considered probable of achievement, and the remaining fair value 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.
During each of the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation of $2.2 million associated with the vesting of the service conditions of the Walmart Warrant. As of March 31, 2026, unrecognized stock-based compensation expense related to the unvested portion of the Walmart Warrant was $19.1 million and is expected to be recognized over a weighted average period of 2.5 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 each of March 2025, June 2025, and March 2026, the board of directors approved an additional $100.0 million, bringing the total authorization under the Share Repurchase Program to $400.0 million as of March 31, 2026.
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 Securities Exchange Act of 1934, as amended (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 three months ended March 31, 2026, the Company repurchased 1,948,510 shares of its Class A common stock for an aggregate repurchase amount of $45.1 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 March 31, 2026, $90.3 million remains available and authorized for repurchase under the Share Repurchase Program.