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Ibotta (NYSE: IBTA) adds $100M to ongoing share repurchase program

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ibotta, Inc. reported that its Board of Directors has increased the authorization under its existing share repurchase program by an additional $100 million of Class A common stock, effective immediately. This follows a prior authorization of $300 million approved beginning in August 2024.

The share repurchase program has no expiration date. Repurchases may occur over time through open market purchases or privately negotiated transactions, potentially including transactions made under Rule 10b-18 and Rule 10b5-1 plans. The company is not obligated to repurchase any specific amount and may suspend or terminate the program at its discretion, depending on price, market conditions, business needs, and alternative investment opportunities.

Positive

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Insights

Ibotta expands its share repurchase capacity by $100 million, signaling confidence but leaving execution flexible.

Ibotta has raised its existing share repurchase authorization by $100 million, on top of a previously approved $300 million program. A larger authorization gives the Board more room to buy back Class A shares when it views conditions as attractive.

The company highlights a strong balance sheet and consistent cash flow as support for returning capital while continuing to invest in the Ibotta Performance Network. However, the authorization alone does not guarantee actual repurchases; activity will depend on share price, market conditions, and alternative uses of capital.

Repurchases may be executed via open market transactions or privately negotiated deals, and can be arranged under Rule 10b-18 and Rule 10b5-1 plans. This structure allows purchases to be spread over time and integrated into broader capital allocation decisions disclosed in future filings.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
0001538379FALSE00015383792026-03-112026-03-11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2026

Ibotta, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
001-42018
(Commission File Number)
35-2426358
(I.R.S. Employer
Identification Number)
1400 16th Street, Suite 600
Denver, Colorado
(Address of principal executive offices)
80202
(Zip Code)
303-593-1633
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.00001 par value per shareIBTANew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01 Other Events

Beginning in August 2024, the Board of Directors approved a share repurchase program, with authorization to purchase up to an aggregate of $300 million (the "Share Repurchase Program"). On March 11, 2026, the Board approved an increase to the amount authorized under the Share Repurchase Program by up to an additional aggregate of $100 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 Securities Exchange Act of 1934, as amended (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.

The information contained in Item 8.01 of this Current Report on Form 8-K, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

A copy of the press release announcing the Share Repurchase Program is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit No.Description
99.1
Press Release Issued by Ibotta, Inc. dated March 11, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IBOTTA, INC.
Date:March 11, 2026By:/s/ David T. Shapiro
David T. Shapiro
Chief Legal Officer & Corporate Secretary




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Ibotta Announces a $100 Million Increase to Its Share Repurchase Program

DENVER, March 11, 2026 (Business Wire) -- Ibotta, Inc. (NYSE: IBTA), the performance marketing platform for promotions, announced that its Board of Directors authorized the purchase of up to an additional $100 million of the Company’s Class A common stock, effective immediately. This new authorization follows prior Board approval for $300 million repurchase of the Company’s Class A common stock.

“This new authorization reflects the Board’s continued confidence in our long-term growth prospects and our commitment to a disciplined capital allocation strategy that creates value for our shareholders,” said Bryan Leach, Founder and CEO of Ibotta. “Our strong balance sheet and consistent cash flow generation allow us to return capital to our owners while continuing to invest in the Ibotta Performance Network.”

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 (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.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements relating to expectations concerning matters that are not historical facts may constitute forward-looking statements. When words such as “believe,” “expect,” “anticipate,” “will”, “outlook” or similar expressions are used, the Company is making forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give readers any assurance that such expectations will prove correct. These forward-looking statements involve risks, uncertainties and assumptions, including those related to the Company’s relatively limited operating history, which



makes it difficult to evaluate the Company’s business and prospects, the demands and expectations of clients and the ability to attract and retain clients. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company. These and other factors are disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, available at www.sec.gov. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company does not intend to update any forward-looking statement contained in this press release to reflect events or circumstances arising after the date hereof, except as required by law.

About Ibotta ("I bought a...")

Ibotta (NYSE: IBTA) is a leading provider of digital promotions for CPG brands, reaching over 200 million consumers through a network of publishers called the Ibotta Performance Network (IPN). The IPN allows marketers to influence what people buy, and where and how often they shop – all while paying only when their campaigns directly result in a sale. American shoppers have earned over $2.7 billion through the IPN since 2012. The largest tech IPO in history to come out of Colorado, Ibotta is headquartered in Denver, and is continually listed as a top place to work by The Denver Post and Inc. Magazine.

Contact

Corporate Communications
Hilary O’Byrne, hilary.obyrne@ibotta.com

Investor Relations
Shalin Patel, shalin.patel@ibotta.com

FAQ

What did Ibotta (IBTA) announce about its share repurchase program?

Ibotta announced that its Board authorized up to an additional $100 million of Class A common stock repurchases. This expands an existing program originally approved for $300 million, giving the company more flexibility to buy back shares over time as conditions allow.

Does Ibotta’s expanded share repurchase program have an expiration date?

The share repurchase program has no expiration date. Ibotta may repurchase shares from time to time, depending on price, market conditions, legal requirements, and other factors, and can suspend or terminate the program at any time without further shareholder approval.

How can Ibotta (IBTA) execute share repurchases under this authorization?

Ibotta may repurchase shares through open market transactions or privately negotiated deals. Open market purchases can follow Rule 10b-18, and the company may also use Rule 10b5-1 trading plans to facilitate repurchases of its Class A common stock over time.

Is Ibotta required to repurchase a specific amount of stock under this program?

Ibotta is not obligated to repurchase any particular amount of Class A common stock. The timing and actual number of shares bought will depend on price, business and market conditions, and alternative investment opportunities available to the company.

Why did Ibotta’s Board approve more share repurchases?

Ibotta’s CEO stated that the additional authorization reflects the Board’s confidence in the company’s long-term growth prospects and disciplined capital allocation strategy. Management cited a strong balance sheet and consistent cash flow as support for returning capital while continuing to invest in the business.

What risks did Ibotta highlight in connection with this repurchase announcement?

Ibotta noted that forward-looking statements involve risks and uncertainties, including its relatively limited operating history, client demands, and the ability to attract and retain clients. Actual outcomes, including repurchase activity, may differ materially from expectations due to factors beyond the company’s control.

Filing Exhibits & Attachments

4 documents