[8-K] Ibotta, Inc. Reports Material Event

Rhea-AI Filing Summary

Ibotta announced the appointment of Matt Puckett as Chief Financial Officer, effective August 25, 2025. Mr. Puckett joins from VF Corporation where he served 23 years, including as enterprise CFO from June 2021 to July 2024, and held international finance responsibility in Switzerland for four years. His role will lead finance, corporate finance, financial planning, M&A and investor relations.

Under an offer letter, Mr. Puckett will receive a $550,000 annual base salary and a $450,000 target annual bonus that will be prorated and guaranteed for 2025. The company will recommend an RSU award valued at $9,000,000, with 25% vesting on the first quarterly vesting date after one year of service and no vesting prior to that date. Interim CFO Valarie Sheppard will step down from the interim CFO role on the Start Date and resume board and committee duties.

Positive

• Experienced hire: Mr. Puckett served 23 years at VF Corporation, including as enterprise CFO from June 2021 to July 2024, providing extensive global finance experience.
• Aligned incentives: Proposed RSU award of $9,000,000 ties a portion of compensation to long-term equity performance with vesting after one year.
• Guaranteed 2025 compensation: The target bonus of $450,000 will be prorated and guaranteed for 2025, providing short-term compensation certainty.
• Board continuity: Interim CFO Valarie Sheppard will return to board roles, including Lead Independent Director and Audit Committee Chair.

Negative

• None.

Insights

Financial Analyst

TL;DR: Experienced enterprise CFO hired with significant equity incentives; compensation package mixes salary, guaranteed 2025 bonus, and $9M RSUs.

Mr. Puckett's background as enterprise CFO of a multi-billion company and his 23-year tenure at VF Corporation indicate extensive experience in global finance operations, investor relations and M&A, all roles cited in the filing. The compensation package explicitly includes a $550,000 base salary, a $450,000 target bonus guaranteed and prorated for 2025, and a $9,000,000 RSU award that vests no earlier than one year, aligning his pay with long-term equity performance. These are material hire terms disclosed in the offer letter and may be relevant to investors assessing leadership continuity and long-term incentive structure.

Corporate Governance Expert

TL;DR: Governance continuity is preserved as the interim CFO returns to board roles while the new CFO receives standard indemnification and change-in-control protections.

The filing states Mr. Puckett will execute the company's standard indemnification agreement and enter a Change in Control and Severance Agreement on the company's previously approved form, indicating use of existing governance frameworks. Valarie Sheppard will step down from the interim CFO position and resume duties as Lead Independent Director and Audit Committee Chair, which supports board continuity. The offer letter and RSU timing are disclosed and incorporated by reference, allowing investors to review full terms in Exhibit 99.2.

0001538379FALSE00015383792025-08-062025-08-06

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): August 6, 2025

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)
1801 California Street, Suite 400 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 class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $0.00001 par value per share			IBTA			New 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On August 11, 2025, Ibotta, Inc. (the "Company") announced the appointment of Matt Puckett (age 51) to serve as Chief Financial Officer ("CFO") and principal financial officer of the Company, effective August 25, 2025 (the "Start Date"). As CFO, Mr. Puckett will lead Ibotta's financial strategy and operations and investor relations teams. Most recently, Mr. Puckett served as Executive Vice President and Chief Financial Officer of VF Corporation (NYSE: VFC), a multi-billion global leader in branded lifestyle apparel and footwear. Over his 23-year tenure at VF Corporation, Mr. Puckett held multiple operating CFO roles, including a four-year international assignment in Switzerland overseeing finance across Europe and Asia. As enterprise CFO of VF Corporation from June 2021 to July 2024, Mr. Puckett led a large global finance team and oversaw investor relations, corporate finance, financial planning, and M&A. He has extensive expertise in stakeholder management, board and investor relations, and aligning financial strategy and capital allocation with business objectives. Prior to VF Corporation, Mr. Puckett held finance leadership roles in the furniture industry. He earned his Bachelor of Science in Accounting from the University of Virginia at Wise.

In connection with the appointment of Mr. Puckett, the Company entered into an offer letter with Mr. Puckett setting forth the material terms of his employment with the Company (the "Offer Letter"). Under the Offer Letter, Mr. Puckett is entitled to an annual base salary of $550,000.00 and an annual bonus with a target value of $450,000.00, which will be prorated and guaranteed for 2025. Following the Start Date, the Company will recommend to the Compensation Committee of the Company's Board of Directors that it approve an award of restricted stock units (“RSUs”) to Mr. Puckett in the amount of $9,000,000.00 of the Company’s Class A Common Stock (the "RSU Award"), with the number of RSUs awarded to be determined by dividing the dollar amount by the average of the closing prices of the Company’s Class A Common Stock during the period of seven consecutive trading days leading up to and including the RSU Award grant date. Twenty-five percent (25%) of the RSU Award will vest on the first quarterly vesting date following the one-year anniversary of the Start Date, subject to Mr. Puckett's continuing employment with the Company, and no RSUs shall vest before such date.

Mr. Puckett will become a party to a Change in Control and Severance Agreement on substantially the terms set forth on the Company's previously approved form. In addition, Mr. Puckett has executed the Company's standard form of indemnification agreement.

There are no family relationships between Mr. Puckett and any executive officer or director of the Company, there are no understandings or arrangements between Mr. Puckett and any other person pursuant to which Mr. Puckett was appointed as CFO, and Mr. Puckett has no transactions reportable under Item 404(a) of Regulation S-K.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference in this Item 5.02.

Departure of Interim Chief Financial Officer

    On the Start Date, Valarie Sheppard, the Company’s Interim Chief Financial Officer ("Interim CFO"), will step down as the Interim CFO. Ms. Sheppard will continue to serve on the Company's Board of Directors and is expected to return to her previous roles as Lead Independent Director, Chair of the Audit Committee, and member of the Compensation Committee.

A copy of the Company’s press release announcing Mr. Puckett's appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is 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 August 11, 2025
99.2						Offer Letter for Matt Puckett, dated August 6, 2025
104						Cover 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:

8/11/2025

By:

/s/ David T. Shapiro

David T. Shapiro

Chief Legal Officer & Corporate Secretary

FAQ

Who has Ibotta (IBTA) named as its new Chief Financial Officer?

Matt Puckett has been appointed as Chief Financial Officer and principal financial officer, effective August 25, 2025.

What compensation was disclosed for Ibotta's new CFO (IBTA)?

The offer letter provides a $550,000 annual base salary, a $450,000 target annual bonus (prorated and guaranteed for 2025), and a proposed $9,000,000 RSU award.

What is the vesting schedule for the RSU award to Ibotta's new CFO?

The RSU award valued at $9,000,000 will vest with 25% vesting on the first quarterly vesting date following the one-year anniversary of the Start Date; no RSUs vest before that date.

What is Matt Puckett's prior experience as disclosed in the filing?

He spent 23 years at VF Corporation, including roles as operating CFOs, a four-year international assignment in Switzerland, and enterprise CFO from June 2021 to July 2024.

What happens to the interim CFO after the new CFO starts?

Valarie Sheppard will step down as Interim CFO on the Start Date and is expected to return to her prior board roles as Lead Independent Director, Chair of the Audit Committee, and member of the Compensation Committee.

Where can I find the full offer letter and the press release mentioned in the filing?

The filing incorporates Exhibit 99.2 for the Offer Letter and Exhibit 99.1 for the press release; both exhibits are filed with the Form 8-K.