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Please stand by. The conference will be starting momentarily. Greetings, and welcome to the Ibotta Third Quarter 2024 Financial Results Conference Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. As a reminder, this conference is being recorded. It's now my pleasure to introduce you to your host, Sean Suttel, Vice President, Investor Relations. Thank you, Sean. You may begin.

Good afternoon, and welcome to Ibotta's Q3 2024 earnings conference call. With us today are Bryan Leach, Founder and CEO, and Sunit Patel, CFO. Today's press release and this call may contain forward-looking statements, including our guidance for Q4 2024, implementation of our Instacart relationship, and the potential impact of our product development efforts that are subject to inherent risks, uncertainties, and changes and reflect our current expectations and information currently available to us. Our actual results could differ materially. For more information, please refer to the risk factors in our recent SEC filings. In addition, our discussion today will include references to certain supplemental non-GAAP financial measures and should be considered in addition to and not as a substitute for our GAAP results. Reconciliations to the most comparable GAAP measures are available in today's earnings press release, which is available on our Investor Relations website at investors.ibotta.com. Also, during the call today, we will be referring to the slide deck posted on our website. Unless otherwise noted, revenue and adjusted EBITDA comparisons to prior periods are provided on a year-over-year basis. Lastly, references to non-GAAP revenue growth reflect the exclusion of one-time breakage revenue benefits in 2023. This is due to an update we made in 2023 to fix a software error to correctly charge maintenance fees to inactive direct-to-consumer redeemers, which resulted in a short-term benefit to GAAP revenue last year. Please see slide 24 in the appendix for more detail. With that, I will turn it over to Bryan.

Good afternoon, everyone. Thank you for joining us to discuss our third quarter results. We delivered revenue and adjusted EBITDA above the high end of the guidance range we provided on our second quarter earnings call. We are making progress in increasing the value we deliver to our three key constituencies: consumers, publishers, and clients. The total number of redeemers on the IPN continues to grow at a rapid pace, increasing 63% year over year and 12% sequentially from the second quarter. We successfully rolled out our digital offers on Schnucks properties in the third quarter, setting a new company record for shortest time to deploy. Subsequent to the quarter, we also successfully integrated our offers with their electronic shelf labels, providing a glimpse into the future of in-store shopping and offer redemption, which I will cover briefly later in my remarks. We also deployed our digital offers on Instacart as part of a testing phase and expect offers to be available to 100% of Instacart customers by the end of the year. Overall, our redemption revenue grew 32% year over year on a non-GAAP basis, evidence of the traction we saw with our CPG brand clients. I'll dive into all three of these areas in more detail. First, regarding consumers. The IPN is continuing to reach more and more consumers, setting a new record for redeemers at 15.3 million in Q3. Our redeemers redeem more than six times per quarter on average, resulting in nearly 100 million total redemptions in the third quarter, exceeding the record we previously set in Q4 of last year. According to a Bank of America Institute report published last month, approximately half of all Americans describe themselves as living paycheck to paycheck, while nearly a third of consumers are in fact spending 90% of their income on necessities. Both of these metrics have consistently trended up as compared to pre-COVID for all household income cohorts. While necessity is clearly a strong driver prompting consumers to seek value, even those consumers who are in relatively better financial health are impacted by higher prices. While the rate of inflation has slowed, according to the Bureau of Labor Statistics, food at home prices are still up 27% over the last five years, outpacing overall CPI. Once the consumer is lost to another brand or to private label, the cost to reacquire them is very high, which suggests that brands are almost always better off using promotions to retain price-sensitive consumers than letting them churn. We are expanding the surface area of our network and growing savings opportunities for consumers by making it easier to find and use our offers on our existing publishers, adding new publishers, and onboarding new CPG brand partners while at the same time deepening the offer budgets we have with our existing partners. Moving to publishers. I'm very proud of our teams for fully launching Schnucks and deploying Instacart in a test phase. I'm also grateful to these publishers for being such partners throughout the implementation process. Our rollout of Schnucks took less than 90 days, which set a new record for time to market with a new publisher. This highlights our growing efficiency in helping bring publishers onto the network even when they're switching from another provider, as was the case here. Our partnership with Schnucks is focused not only on increasing savings available to their shoppers but also on innovation related to in-store technologies such as our recent integration of Ibotta offers with their electronic shelf labels or ESLs. Now at all 115 Schnucks locations, consumers can quickly and easily see which products have an associated Ibotta offer and scan a digital QR code to unlock that offer. We're excited to experiment with new ways of intercepting consumers in the aisle, where the majority of purchase intent arises, as this opens up new vistas for CPG brand marketers and should increase redemption rates for our offers, particularly in-store. As it relates to Instacart, we are still in the initial testing and piloting stage, and we're working to have our offers rolled out to all Instacart customers by the end of the year. With all publisher rollouts, we anticipate a gradual ramp in revenue over the first 12 months of our offers being live. First, the implementation of certain technical capabilities and marketing best practices generally occurs in phases, with some of the most important components becoming live within 180 days after the full launch. Second, in order to expedite the initial launch, we often withhold certain types of offers, such as beer, wine, and spirits offers, until after the launch of grocery offers. Until now, beer, wine, and spirits offers have only been a small category for us, as they've only been available on our D2C properties. But we expect these offers to become available to multiple publishers in the coming quarters, and we regard the addition of Instacart as an important catalyst to this category. Finally, when a publisher has an existing digital offers business that we are taking over, either from the publisher themselves or another third-party provider, there's a gradual transition process to migrate over hundreds of customers to our own sales teams and self-service platform, and this transition could take some time to finalize. With regard to our existing publishers, we've been pleased with our progress in growing redeemers and redemptions as well as making progress on our joint punch list items. Initiatives we have successfully tackled include implementing UX enhancements, including offer-led clipping, implementing a new offer recommender that has lifted redemption activity, and gaining access to shopper marketing offers at one of our publishers in the dollar channel. We expect to see continued progress along these lines in 2025. Now let's turn to our CPG clients. This year, we've seen a 65% increase in gross billings in our CPG redemption business year to date. This is the result of a lot of hard work by our sellers and account managers, who've worked with our CPG clients to rapidly step up their investments in our fast-growing network. In many cases, when a new marketing channel is expected to scale rapidly, CPG brands take a wait-and-see approach, meaning they prefer to see that scale demonstrated before they allocate budgets large enough to take advantage of that scale. This can create temporary imbalances between the supply and demand for offers. This year, with our network capacity growing by such a large percentage relative to the prior year, our sellers have often found themselves sourcing incremental budgets midway through the year before the next planning cycle has come around. During the third quarter, we were successful in doing just that, unlocking major investments from several CPG brands that have previously invested only lightly on our platform. Within our existing clients, some of our biggest year-over-year increases have occurred in laundry, pet food, yogurt, snacks, cleaning supplies, and protein, among others. In addition, some of our biggest category wins outside of groceries include general merchandise such as toys, household essentials, office supplies, and pet supplies. We continue to make progress in these areas, with general merchandise redemption revenue as a percent of total redemption revenue almost doubling as compared to the same quarter last year and increasing sequentially as well. We also began to see greater investments from private label brands at a handful of leading retailers, reflecting their recognition that the IPN can be a useful platform for growing their market share. We anticipate that trend will continue, further increasing the need for national brands to participate. As we look out onto 2025, there are several exciting initiatives on our roadmap. These are designed to do three things. One, improve the rigor and credibility of our measurement framework, allowing our clients to track how many incremental sales they're delivering in near real-time. Two, increase the efficiency of our campaigns by delivering the right offer to the right consumer. Three, making it easier for our clients to do business with us. Based on early feedback from some of our largest clients, we are optimistic that these innovations will continue to help us attract more dollars from annual promotions budgets as these budgets are reset in the strategic planning processes, and break out of the promotions category, allowing us to earn more continuous investments from larger national marketing budgets. By doing these things, we believe we can improve our ability to keep up with the growth in redeemer demand that shows no signs of abating. Let's start with measurement. It's clear that brands desire a more rigorous way to measure the Ibotta's unique dataset allows us to measure incremental sales, meaning sales compared to a baseline of what would have occurred without a live promotion. This helps us evaluate the true lifetime value of a campaign in relation to its fully burdened cost. In 2025, for the first time, our clients will have the ability to see in near real-time exactly how many incremental sales their campaigns are delivering and the predicted cost per incremental unit sold or cost per incremental dollar achieved. Instead of relying on lagging indicators of how certain forms of marketing spend are performing, now brand managers will be able to see exactly how hard their marketing dollars are working, set scale and efficiency goals, and see the immediate results of their sales figures. This kind of measurement represents a major breakthrough not just for the promotions category, but for the CPG industry more broadly. Turning to the efficiency or ROI of our campaign. We're leaning further into our targeting capabilities. With an ambitious plan to upgrade our promotional campaigns, we are moving beyond one-size-fits-all promotions toward promotions that can be tailored based on the observed purchase behaviors of each consumer. We can dramatically reduce unnecessary subsidization and deliver more incremental sales. Lastly, in terms of making us easier to work with, I'd like to highlight the recent beta launch of our new campaign manager tool during the fourth quarter. Our campaign manager tool streamlines offer setup and allows us to focus more time on selling. While some clients will always want white-glove service, plenty of others, particularly in the long tail of emerging brands, will prefer a self-serve model. Campaign manager is available to a limited number of clients today and will be rolled out broadly in 2025. I'd now like to briefly address some of the dynamics we've seen in our business more recently. As you can see from our Q3 results, we had a very strong end to the third quarter, moving through CPG promotional budgets faster than anticipated. As we look at the current quarter, however, despite it being our seasonally strongest quarter in the past, the rapid growth in our redeemer base coupled with intense demand for savings on everyday items has caused us to exhaust 2024 budgets faster than anticipated. This has put short-term downward pressure on our redemption revenue in Q4, resulting in our guidance. We believe this downward pressure is temporary because we continue to see extremely high rates of client retention, indicating our clients are happy with the quality of what we are delivering. We have received indications from many of our top clients that they intend to increase their investment levels as their annual budgets reset in 2025. As Instacart rolls out, we believe we will benefit from e-commerce-specific budgets to supplement the offer supply. And the macro environment for CPG in 2025 will continue to favor marketing channels that can demonstrate that they deliver incremental sales at scale at lower cost in a way that can be measured with precision and in near real-time. Over time, we will continue to lead a paradigm shift in this industry, away from fixed annual promotions budgets and toward a way of buying smarter promotions on our network, much the same way brands buy ads on the trade desk or on the walled garden sites today. To wrap up, we believe our initiatives to add new publishers on the IPN, implement best practices with our existing publishers, improve our targeting and measurement, and increase automation and self-service capabilities to meet our client strategic and tactical objectives all support our runway for growth. While we are dealing with what we believe to be near-term supply constraints, we are confident that we're taking the right steps to alleviate them and accelerate revenue growth. With that, I'll hand the call over to Sunit to discuss our third quarter results and fourth quarter guidance.

Thank you, Bryan, and good afternoon, everyone. We delivered strong revenue, adjusted EBITDA, and free cash flow growth, with revenue and adjusted EBITDA 5% and 22% above the midpoint of the guidance range we provided on our second quarter earnings call. We generated $36.7 million in free cash flow in the quarter, which brings our year-to-date free cash flow generation to $86.3 million. We saw healthy growth in third-party redeemers across the IPN on both a year-over-year and quarter-over-quarter basis, highlighting the unique and grand scale that we bring to our CPG clients. Revenue in the third quarter was $98.6 million, representing non-GAAP revenue growth of 19% year over year, exclusive of $2.1 million in one-time breakage revenue in the prior year period. We delivered Q3 adjusted EBITDA of $36.5 million, representing an adjusted EBITDA margin of 37%. Adjusting for the $2.1 million in one-time breakage revenue last year, this compares to 26% in Q3 of 2023, an implied 66% adjusted EBITDA growth. In Q3, redemption revenue comprised 86% of our total revenue, with ad products and other comprising the balance of 14%. This compares to 77% in Q3 of last year. Third-party publisher redemption revenue comprised 52% of total revenue, with D2C redemption revenue representing 34%. This compares to 27% and 50% for third-party publisher and D2C non-GAAP redemption revenue, respectively, in the third quarter of 2023. In Q3, our redemption revenue was $84.5 million, up 32% year over year on a non-GAAP basis. Our total redeemer and redemption growth and we continue to see very strong growth in our third-party publisher business, partially offset by softer performance in our D2C segment. Third-party publisher redemption revenue was $51.3 million, up 129% year over year, while D2C redemption revenue was $33.1 million, down 20% on a non-GAAP basis, excluding the one-time breakage benefit in Q3 of last year. Ad and other revenues, now 14% of our revenue, were $14.1 million, which is similar to the first two quarters of the year and down 27% year over year. We continue to see CPG brands reallocate their dollars toward fee-per-sale promotions on our network at the expense of non-performance-based banner ads on our mobile app, which is evident in the strength of our redemption revenue. Turning to our key performance metrics. Total redeemers were 15.3 million in the quarter, up 63% year over year, driven by the rollout of Ibotta-powered manufacturer offers on Walmart to all US Walmart customers with a walmart.com account towards the end of the third quarter of 2023. The subsequent growth of Walmart's audience, Dollar General, launching in July 2023, and Family Dollar launching in April 2024. Redemptions per redeemer were 6.4, down 12% year over year, driven by the growth in third-party redeemers, which have significantly lower redemption frequency as compared to our D2C redeemers. Redemption revenue per redemption was $0.87, down 7% year over year on a non-GAAP basis, primarily reflecting the mix shift towards third-party redemptions but also some negative mix shift within our CPG portfolio. This was partially mitigated by the growing contribution from higher MSRP general merchandise and like-for-like price increases. As a reminder, redemption revenue per redemption can vary quarter to quarter based on seasonal patterns, but also due to variations in offer mix. Turning to third-party publishers. Redemption revenue was up 129% year over year. Redeemers were 13.4 million in the quarter, up 85% year over year. Redeemers continue to grow on a quarterly basis due to the natural growth within our existing publisher base but also due to seasonal drivers such as back to school. Redemptions per redeemer were up 20% as compared to the prior period to 4.9. Redemption revenue per redemption was $0.78, up 4% year over year. Turning to our D2C business. D2C redemption revenue was down 20% year over year on a non-GAAP basis, excluding last year's one-time breakage revenue benefit, and up 3% sequentially. D2C redeemers were 1.9 million, down 10% year over year, while redemptions per redeemer were 16.5, down 8% year over year, leading to a decline in total D2C redemptions. Our D2C redemption revenue per redemption was $1.05, a decrease of 5% year over year, excluding last year's one-time breakage revenue benefit. A combination of strong revenue growth and operating leverage resulted in adjusted EBITDA above our guidance range. We generated $36.5 million of adjusted EBITDA, which represented an adjusted EBITDA margin of 37%. Q3 non-GAAP gross margin was 88%. Adjusting for the one-time breakage revenue benefit in Q3 of 2023, non-GAAP gross margin would have been up by approximately 90 basis points year over year. Non-GAAP operating expense as a percent of revenue was 52%. Adjusting for the one-time breakage revenue benefit in the prior year period, non-GAAP operating expenses as a percent of revenue would have declined by approximately 970 basis points. Within that, non-GAAP sales and marketing declined by 16% as we refined our marketing strategies across the business. Non-GAAP R&D expenses increased by 17% as we continue to prioritize investing in product and technology. Lastly, non-GAAP G&A expenses increased by 22% or $2.6 million, driven by miscellaneous costs as well as recurring public company costs. We delivered adjusted net income of $31.4 million and adjusted diluted net income per share of $0.94. Our adjusted net income excludes $13.7 million in stock-based compensation and a $0.5 million adjustment for income taxes. We generated $36.7 million of free cash flow in the quarter and have generated $86.3 million of free cash flow year to date. We ended the quarter with $341.3 million of cash and cash equivalents. We spent approximately $15.6 million in Q3 repurchasing approximately 275,000 shares of our stock at an average price of $56.77. For Q4, we are estimating approximately weighted average fully diluted shares outstanding of approximately 34 million, excluding any potential future stock repurchases. Turning to our Q4 outlook. We currently expect revenue in the range of $100 to $106 million, representing 4% non-GAAP revenue growth and mid-teens redemption revenue growth at the midpoint. We expect Q4 adjusted EBITDA in the range of $30 million to $34 million, representing a 31% adjusted EBITDA margin at the midpoint. I'd like to provide you a little more color on our Q4 outlook. As Bryan discussed earlier, near-term supply constraints driven by the depletion of 2024 allocated promotional budgets are likely to result in softer redemption revenue performance in Q4 relative to our prior expectations. While we've launched offers on Instacart, we're still in the testing and piloting stage. Thus, we are planning for only a small contribution in Q4. We continue to expect that our revenue growth rate will trough in Q4 before reaccelerating in 2025, as we'll no longer be facing difficult comparisons in our ad and other revenues, and we'll be able to increase the size of our allocated budgets with a new planning cycle.

On the expense side, our EBITDA margin in Q4 will step down sequentially from Q3. We expect a typical increase in sequential marketing around the holidays, including our Thanksgiving program, and increased spend on R&D, specifically with regards to our targeting efforts as well as client analytics. In addition, we expect Instacart-specific costs, including Instacart launch costs, and a step-up in cost of revenue driven by the Instacart contract going live, pre-existing promotions business. We expect these cost items, aside from the holiday-related marketing spend, to have an impact on expenses in the first half of 2025. We anticipate a GAAP tax rate in the low to mid-thirties in Q4 before taking into account an expected $52 million to $56 million positive non-cash tax benefit from the release of a valuation allowance against the company's deferred tax assets, given the company's profitability and the greater likelihood that these deferred tax assets will be utilized. We continue to expect a GAAP tax rate of mid-twenties in 2025 and beyond. We expect our adjusted tax rate to be approximately low in Q4 and beyond. Lastly, with regards to free cash flow, keep in mind that the fourth quarter typically has a little higher working capital usage driven by greater cash charge for the holidays by D2C savers. In conclusion, we generated strong revenue growth with healthy adjusted EBITDA margins above the high end of our guidance range for Q3. For the reasons we mentioned, we expect the revenue growth trough in Q4 and accelerate significantly in 2025. With that, operator, let's please open up the call for Q&A.

A confirmation tone will indicate your line is in the question queue. Participants using speaker equipment, it may be necessary to pick up your handset. Thank you. Our first question comes from the line of Andrew Maroque.

Hi. Thanks for taking my questions. Maybe if we could start on the commentary around the exhaustion of budgets. I guess maybe a simple question, but from the inside perspective of a brand, what are some of the blockers to allocating incremental spend to see out the rest of the year if this is a performance-based channel posting the ROI metrics that the brand wants to see?

A great question, Andrew. Thank you. This goes to the heart of the temporary imbalance between supply and demand. Look, the CPG industry has, for a long time now, had an annual cadence for planning. And that is because the measurement process has typically taken a year to come in. So they use a system where they allocate budgets and then measure using a mixed media model or what have you, that's been the case for years and years and years. Planning in the context of paper promotion, for example, was often done six months in advance because you had to literally place it in a newspaper and so forth. We're going in and saying, look, we don't need a multi-year model to be able to prove the ROI. Here's how we look at the lift and so forth, and this is to when you're lagging your year-over-year comps. And we've had success doing that in many cases. As I mentioned, that was something that we did to accelerate our way through the budgets in the third quarter. And one of the reasons for the overperformance. I think what we sometimes encounter, though, is brands saying, look, our next annual plan has been baked. You guys are going live in January, and we have an annual calendar, a seasonal calendar, and we're aligned with you, and here's how much more we're spending. I mean, this year, the average amount was 60% more. And then that gets flighted against their key windows in the following year versus sort of this mindset of being more of an always-on as long as you like the cost per incremental unit. I think we're not quite there yet in terms of bringing to market the solution that I described where we're building this tool that allows for real-time or near real-time measurement of that ROI in terms of a cost per incremental dollar, cost per incremental sales. I believe from the early indications we have from some of our top clients that they're very excited about that idea. And that once that sort of takes hold, I think you will see a relaxation of this idea of annual planning in a much more agile allocation of dollars, and that's one of the reasons why we're doing it.

Thank you. I appreciate the color there. And maybe one more if I could that could tie into the product piece. So you mentioned the integrations with new publishers. That time to market is coming down pretty nicely. I guess, one, what's going on under the hood there that's driving that time to market down? And are there broader implications for the rest of your product org in terms of getting out products like your cost per incremental faster? Thank you.

Yes. The time to market is coming down because we have better technical documentation. Because we've seen everything under the sun now or more under the sun in terms of requests that we get from a given publisher for something that is important to them that might have been sort of bespoke before is something that we built and built to be able to replicate in a future context. So that's now done. You know? So for example, there might be a different type of offer that they wanted to support that wasn't supported previously. Well, now it is. Right? Or we have the ability to launch beer, wine, and spirits for a given publisher. So the next time we want to launch beer, wine, and spirits, it's much easier to do that. I do think our technical team has become very efficient in helping guide publishers through this process. We were able to do this with a relatively small number of resources at the publisher in eighty-something days. That's a dramatic decrease, and I think that's just the learning curve primarily. I do think we want to continue to take that philosophy and apply it to other areas of our business. So, for example, the ability to launch offers much more quickly and easily is really important to making sure that our sellers spend as much time as possible selling. It's important to be able to have just a level of background demand coming in through a self-service platform. In the past, we've never allowed that because we didn't have the technological capability of campaign manager. And we've actually said no to many brands that were willing to spend, but we've had a minimum of, say, a $50,000 spend requirement that we've imposed. So we're excited about applying that philosophy of kind of a scalable piece of technology. And then, you know, we're always learning and when we make mistakes, you know, in terms of the previous rollouts, we're doing a post-mortem on those. We have better project management. Those sorts of operating efficiencies all go into under the hood why the time to market is coming down.

Great. Thank you.

Thank you.

Our next question comes from the line of Bernie McTernan with Needham and Company. Please proceed.

Great. Thanks for taking questions. Maybe just to start, especially with adding Instacart and we think there's still room to grow redeemers with Walmart, we think redeemers are gonna grow a lot over the next twelve to twenty-four months. Bryan, would love just to get your confidence so you're able to fill this demand or redeemer growth with budgets?

Yeah. Absolutely. I think you're focused on the right thing, Bernie, which is the supply. Listen, in our history, we've been doing this for twelve years. There has never been a situation where we did not see supply catch up to demand. There haven't been that many situations where demand has grown in absolute dollars anywhere near this amount year over year. And so, you know, we expect that it is natural to expect that it'll take a cycle to catch up. But it has in every other context done so. And we're getting really good reviews from our clients, as I said, based on the client retention. And we believe that, you know, things like e-commerce budgets tend to be allocated separately from other budgets in many organizations. So when you come to something like Instacart, while you can't necessarily go from the time we announced that, you know, which was, what, the middle of August, until now has been a very short amount of time to be able to go out and talk to CPGs and say, hey, we need you to give us dollars for Instacart. But as those budgets reset and we're looking at a new year, we know there's a lot of interest in investing on Instacart. They just can't pull dollars out of programs that have been in flight and ready to go for the last three months. So I think a combination of factors give us that confidence. I think it goes back to the original question that Andrew asked as well, which is that we really want to move the industry to a place where you can simply go and say, I want to pay this cost for incremental dollar. I want this many units sold. I have this much money to spend. Go. And the system determines where to find that and allocate that across the network and uses the targeting capabilities that we're building to get smarter and smarter about delivering that efficient outcome. That is sort of the way that other forms of media are bought. And I'm starting to see a lot of excitement around the idea because it starts with a more credible approach to measurement. You know, we've talked in the past about things like ROAS and that is one way to measure. But when you start talking about the true fully loaded cost of an incremental sale, they get really excited about that, and that has never been brought into the CPG environment the way that, you know, conversion might be in the case of other forms of advertising digitally. You know. And so I think that as you get into that, we'll start to see more of a continuous ability to just hit the available demand. But I also agree with your assessment if there is enough run rate at Walmart. I mean, if we, right now, double the budgets and the offers that we have today, we the audience that we have today at Walmart, we would nearly double the revenue that we have today. You know, there is you don't need to do anything more than deepen the existing budgets. You don't even need new brand partners. You just need more powder to keep the offers live longer, and they will be gobbled up extremely quickly on Walmart, D2C, and every other part of the network.

Great. Thanks, Bryan. Appreciate all the color.

Thank you. Our next question comes from the line of Curtis Nagle with Bank of America. Please proceed.

Great. Thanks very much for taking the question. Maybe just in the same vein, one for you, Bryan. What gives you the confidence we're gonna see a larger re-up in brand budgets? Like, are you in the process of negotiating now, or is it just kind of more them telling you, you know, we're gonna spend more and then we like what we're seeing, but it's more kind of a wait-and-see?

Yeah. It's a combination. I mean, we are absolutely aware of commitments that are being made right now. Plans are in place for a seasonal calendar for every brand that we work with, you know. So if someone might be planning on hitting resolution, as they call it, in January really hard with a lot of offer content. Someone else might be planning on Super Bowl, someone else might be planning on, you know, back to school. So we do have visibility into what we believe to be approximately 96% retention of our clients. And we are projecting the growth in the network and letting them know, listen, last year, we told you it was gonna grow by a lot, and you said, I will see it when I believe it. I can't just allocate budget and risk not being used. Well, this is how much you left on the table. This year, we're telling you it's gonna grow by this percent. You need to believe us and not miss out on the opportunity to get some of the most efficient marketing that you can get done. I also think there's a climate that we're increasingly aware of where people have tried things. You know, a lot of these companies took price a year ago, therefore, lapping really tough comps on the top line. And they're looking, you know, year-over-year declines, and that's causing a lot of stress and pressure. And so, you know, they're trying various tactics, and this is really separating the wheat from the chaff. You know, they're saying, well, my model told me that if I invested in this tactic, it would increase sales, but I don't see that. So how reliable is that model? Or, you know, I invested in this other way that I thought would produce immediate results, and it didn't. And so when we come along and say, you don't bear the risk, you only pay on a success basis. We have genuine scale, especially with the addition of Instacart. We've diversified that network. And we've now got a culture of, you know, the ability to verify our measurement in various ways that are much more robust, rigorous, and credible. There's a lot of, I think, willingness to lean in on that. We just had a major CPG company in our offices earlier this week, you know, really at the cutting edge of talking about how you would change the mindset toward this being something that you could do continuously as long as you like the cost per incremental. You know, it's no longer, well, how many of these are incremental? They're all incremental. A sense that you can stretch someone's behavior from whatever it is now to something beyond what it is at an acceptable cost, then they'll do that, and they should always be doing that. So that all gives me confidence that this will balance out in the coming year, Curtis, and I think it's the right question to be asking.

Okay. And then just a follow-up through Bryan. So I think you defined rollout or kind of the gearing up of Instacart, you know, through next year as gradual, which I think makes sense. But just in terms of comparatives, kind of take your pick, maybe Walmart, you know, kind of how should we frame that in terms of, you know, how quickly or not or how quickly you can build revenue or not.

Yeah. I mean, I think Walmart was no exception in the first 180 days. We saw a ramp that hadn't, you know, sort of controlling for offer quality. There was still a ramp as people became accustomed to knowing this program existed, looking out for the program, telling their friends about the program. Part of it is that we started out with Walmart Plus members only, of course, and there was still a ramp even within that. And then, you know, we rolled out to all of Walmart consumers, and that further enhanced the ramp. I think that allowed us the time that we needed to go and get the large enough budget that we would need to sort of sustain that kind of growth period that we saw over that time. And, you know, in this case, I expect there will be a comparable type of ramp. Part of that is contractual. I mean, we've learned that to move faster on the time to deploy, back to the question earlier, to move faster, part of that is chunking things out into phases. And so, contractually, our counterparties are not actually required to have kind of everything ready to go at day one. And so there are certain capabilities that we want to make sure we get, which are really important, but we don't absolutely have to have on day one. It's not just things like beer, wine, and spirits. They're fundamental to feeding into our measurement approach, for example, certain types of formats of data that we'll be getting. But there are also, yeah, just the marketing best practices, you know, are you sending out lifecycle marketing? Are you sending out, hey, we've now got a new type of offer? There's also changes in UX. So, is every change in UX delivered right away? You know, do you have a single gallery for your offers, for example? Can you see offers alongside temporary price reductions, or is that something that is enabled in the future? Do you have offer-led clipping? That's one that is common. For example, at Walmart, you didn't have the ability to group things as offer and then see the eligible items for that offer underneath. You'd kind of have to see an item, and then, you know, that item might be one of fifty flavors in that offer, and it would show up fifty different times instead of grouped by offer. These are things that we know have an impact on the usability and the repeat usage rate of programs. And so we just want to manage expectations that there is that ramp.

Okay. Thank you.

Thank you. Our next question comes from the line of Eric Sheridan with Goldman Sachs. Please proceed.

Thanks so much for taking the question. Maybe two quick follow-ups on this topic we've been talking about. Could you identify how widespread the budget exhaustion theme is across clients? Is it concentrated to a handful, or is it widespread across the CPG landscape in its entirety, given maybe some dynamics around the marketing cadence of this year? And is there a way to sort of frame up a quantification of that headwind you're facing in Q4 and how much of it might have been pulled forward into Q3 versus now creating a headwind on Q4? That'd be number one. And then just sticking with this theme of moving towards always-on and direct response mentality in the industry, Martin, I just want to come back and just go a little deeper on what you see as the key unlock between either education of clients or capabilities on the tech side that you have to build so we can sort of from the outside in, look at how to assess the transition the industry is going to go through towards that type of landscape. Thanks so much.

Great. Thanks, Eric. Let's take those in turn. I think the first question is, you know, this question of kind of how widespread is the budget exhaustion and to what extent is there a pull forward into the third quarter overperformance. There are two parts to that question. I mean, as far as how widespread it is, in some cases, there are dramatic increases in budgets from a client, and there is no exhaustion of those budgets. And we're working to get more clients in that bucket. In some cases, you know, they just didn't allocate nearly enough and now are realizing, gosh, I wish I'd allocated a whole lot more. It's not sort of a widespread phenomenon, I wouldn't say. I think that it can only be a matter of a small number of large clients needing to re-up that budget, that can have a pretty outsized effect because they have high-frequency, high-inventory score items. And so just being able to get them back in live makes a big difference. Right? So that I think when we can, and I mentioned the client that was in our office earlier this week, that's an example of one that if we can get them into this DR mindset, I think would dramatically affect the inventory score for the entire year. Right? And so I think that there's an awful lot of different campaigns running it. Ibotta with a hundred million redemptions in a single quarter. We have a lot of different clients. They're certainly not uniformly saying I'm out of budget. But I think generally speaking, it tends to be toward the end of the year when they're kind of running dry on these things, and you combine that with, you know, just the fact that some of them are kind of a little conscious of making sure they protect their bottom line in their upcoming earnings calls having missed the top line. And you get some situations where people say, I need another month or two to come back with a vengeance, and they need to advocate for that in their process, looking at the next year's budget. But I can't really quantify it for you any better than that. What I can say is that a lot of the most valuable content that's come out is content that we know is coming right back in, you know. So I don't want to use specific client examples, but our biggest clients, the ones that are doing some of the highest inventory score things, you know, they're very, very happy with our program. They're pushing content live. And I think we're gonna see a meaningful step up in that content next year, and we've been working with them for over a decade. Our capabilities and our scale are just better. And it just requires them to plan ahead for that type of scale. As far as the pull forward, yeah, I do think that's a dimension in some cases. I mean, we were able to go and get some of those incremental budgets mid-cycle. You know, we were able to hit that back-to-school window pretty hard. I think that was valuable in some cases. There were clients that responded to other clients' participation. You know, I think Sunan on our last call mentioned the chicken wars. You know, we certainly had examples of clients leaning in heavily and spending in key categories where there was a competitive dynamic that drove some of that pull forward in the third quarter. And, you know, we are continuing to look for those incremental dollars, but we are also cognizant that we need to be realistic about that in this quarter. So as far as the DR mentality and the key unlock, there, it's a couple of different things. I think, first of all, it starts with the credibility of next-generation measurement. I don't believe the promotions industry has ever really had truly next-generation real-time measurement of incremental sales. Keep in mind, this is an industry that's still charging people on a cost-per-clip basis. It's still charging people on a cost-per-print basis. And, you know, the idea that you can measure the lift from something like that is really speculative. It ends up being just one input in a large econometric model, or it's something you don't even attempt to defend from an ROI standpoint because it's just done in order to curry favor with your merchant or get an end cap or close a quarter. Our aspiration is very, very different than that. We want to be measured, and we want to be measured so that we can establish that there is no tactic or strategic pillar of your plan that generates higher true ROI. Yes. You could always use promotions to close a quarter. Yes. The scale driver adjusts your price point quickly, saw some of that going on in the third quarter as people needed to adjust their price point. But we want to be earning our place in the pantheon of the Facebook, the trade desks, the Googles of the world, and that's done by having an incredible measurement framework validated by third-party companies and that is accepted by the people in the internal measurement teams of these companies. And I think we made great progress on that this year. But we're gonna continue to, you know, push that out. So to the ability to log in and see a real-time cost per incremental, projected cost per incremental is something that's coming in the first half of next year. We've already got a version of that, but I think that continues to be a very important product development for us. And so there's work on our end to socialize that and there's also work to iterate on that. Then there's also the more sophisticated targeting. I mean, it's one thing to measure your cost per incremental. It's another thing to make your cost per incremental lower. So that's about using sophisticated modeling and projections technology to put the right offer in front of the right group of people and project the cost per incremental, based on all the data that you're crunching, eventually making that a more machine learning-driven process and driving even more efficiency. I think that is something that in the back half of next year, we'll see more and more and more, more automation, more sophistication, lower and lower cost per incremental unit. So it's the second step, if you will, after the credible measurement. And then, of course, the third thing is you could have tons of redeemers growing like a weed, and we have lots of different publishers that we're excited about in our pipeline. Our focus is on really changing that mindset. And that is all there's a lag to actually go out and telling that story. Telling CMOs and CEOs, listen. If you don't want to lose market share, this is what you should do. This is the lowest. This is the cheapest way to grow your market share in an observable way. And that's something we've really invested in with our B2B brand in this year of our IPO. I think we've raised the profile of our network dramatically this year. That's been great. But those are all ingredients that are gonna be necessary to create that. You're changing hearts and minds about an industry that has not had any of these capabilities, and you're trying to kind of really get into the upstream in the planning and strategic planning process with this type of technology. And so there's a little bit of lead time you need to be in that planning process, which can be one or two years out. But what's super encouraging is that as we talk to the most sophisticated CPG companies in the industry, and we walk them through this methodology of measurement and this type of targeting, they get really, really excited. And the scale that we're able to deliver coupled with that efficiency is not something that they're finding elsewhere. So I'm super bullish about what that means for the long-term prospects of our business and our network.

Thank you.

Thank you.

Our next question comes from the line of Andrew Boone with JMP Securities. Please proceed.

Thanks so much for taking my questions. I wanted to go back to D2C. So let's change the topic slightly. With the 15% or, you know, mid-teens kind of redemption revenue growth, that kind of implies a pretty significant decrease for D2C ad and other revenue. While D2C redemption revenue missed at least our estimate for this last quarter, so can you just talk about the balance of how you're viewing the D2C side versus third-party redeemers? And then if I look at Q4 EBITDA guidance, it implies a pretty significant step up in terms of OpEx. Sunit, can you just talk about where you guys are investing and how we should think about that cadence as we move forward? Thanks.

Sure. I think on the D2C side, sequentially, anyway, the revenues have been stabilizing. You can see that. I don't think we see much of a change sequentially in the fourth quarter. The redeemers also are staying fairly level. The ad revenues, as we mentioned last quarter, are around $14 million a quarter. I think we still feel we're in the same place with respect to the fourth quarter. In terms of expenses, there are really kind of three things. One is we usually have a higher marketing expense for our Thanksgiving program, which has been very popular, and we get a lot of good publicity about it in terms of providing cashback during the Thanksgiving period, as we were featured on the Today Show just a couple of days ago. So that's an expense that several million dollars that's just once a year that steps away. Secondly, you know, with all the things Bryan has been talking about, we've been looking to add headcount in the technology side for targeting, for analytics. We didn't manage to do much of that in the third quarter, but we did add them on as we ended the third quarter. So some is just headcount expenses that'll go forward. And the third thing is Instacart that I talked about in my remarks, and obviously, that cost will continue. But again, those are more fixed-type costs, ramping up this year, this quarter, the fourth quarter, and then kind of leveling out in the first quarter, and then they don't really go up much. So those are things we are seeing on the expense side.

Great. Thank you.

Thank you. Our next question comes from the line of Mark Mahaney with Evercore ISI. Please proceed.

Hey, I'll just ask one question. Sunit, you talked about Q4, I'm sorry, being the trough in terms of year-over-year revenue growth and seeing acceleration next year. Just help us flesh that out a little bit. And you want to arrange what kind of acceleration we could see, and is it something that you think looking at the comps, thinking about the product rollouts, thinking about the customer, you know, the partner rollouts, deployments. Is that something that should steadily accelerate as you go through the year? Is there any reason to think that, or is it more like it could be jerky, but generally accelerating? So just give us a little more color on that comment. Thanks a lot.

Sure. I think the main thing has to do with our comps, year-over-year comps in terms of what happened this year. So, I mean, if you look at this year, we've had negative comps on the D2C side and on the ad revenue side. As you switch into the first quarter, those negative comps recede. Like, on the ad side, don't see much change there. That remains fairly flat. Like we said, about $14 million a quarter. Similar on the D2C side. And then what we obviously see is continued add-on new publishers. We'll start getting more Instacart revenues going forward, continued strong growth in the third-party publisher business. So just as you work through the math of it, it's clear that we are crossing here in the fourth quarter and should accelerate pretty significantly next year.

Okay. Thank you very much.

Thank you.

Our next question comes from the line of Ron Josey with Citi. Please proceed.

Great. Thanks for taking the question. Bryan, with Instacart now live, at least testing live, just wanted to hear a little bit more on the results you're seeing thus far, just given the visually native audience and sort of are you seeing greater usage of the coupons and everything. And then sticking to Instacart, Sunit, maybe following up on Andrew's comment, you talked about Instacart costs impacting COGS expenses in the first half of 2025. Little more insights on that would be helpful. Then that was Instacart. And maybe just one last one. You know, we saw third-party publisher redemptions per redeemer up 20% year over year. That's great to see. Just want to understand if you're seeing a broader mix of demand, you know, not in other verticals that you're offering. Thank you.

Great. Hi, Ron. Thanks for the question. I'll tackle your first and third questions, then I'll hand it to Sunit to tackle the Instacart cost question. With regard to early indicators in Instacart, the good news is, you know, we believe that when we have offer inventory, we're gonna enjoy a very high redemption rate on Instacart in the same way that we do on e-commerce on Walmart because you are seeing it's a very easy way to redeem offers. You simply find them in the flow of discovering. You search for laundry detergent, you find a product that has an associated offer, you put it in your cart, you check out, you get your discount. In this case, it's a discount. So we're excited about, you know, it's very, very early. It's just a pilot. But we're excited about the redemption rates. I think, really, the key is just the inventory that we supply and needing to make sure we have a deep budget that overlaps with the kinds of products that are sold. On Instacart, it is also something that supports the growth of our general merchandise. As we think about the pipeline of retailers, we do want to focus on non-grocery retailers as well, things that give us access to an inventory of products that go beyond grocery. In that regard, Instacart is super helpful because it works in places like Costco and Lowe's and elsewhere. And so we believe that'll be a dimension in business. I also think the beer, wine, and spirits, you know, that's obviously a part of what happens when you get delivered items. You get those items delivered as well. And so, but that'll be an interesting thing. We haven't launched yet. We're gonna be paying close attention to that. I think, you know, one thing I'll be paying close attention to as well is just the reaction of the market to the improvements in promotions that we're bringing relative to what they had with Instacart. I think that Instacart's focus has not been on promotions. It's been on a lot of other things, and they're doing a great job. But we're upgrading a lot of their capabilities, whether it's targeting, wasn't available, whether it is a pricing system that makes more sense and is more variable based on the MSRP of the product, whether it is being able to show promotions alongside temporary price reductions. Those are things that it's too early to tell the impact of that, and some of those are on that 180-day rollout, but it's still those are the things I'm excited about. In terms of your third question, which is, you know, the mix of redemptions and the redemption for redeemer, etcetera, yeah. We're continuing to see, as I said, the doubling in the general merchandise. That's bullish, especially in the toy category. I would emphasize that that's been pretty exciting. I think that mix shift is gonna have an impact on the deeper redemption and on the number of redemptions per redeemer. But overall, as we get more and more mix shift toward third-party versus D2C, you're gonna see lower redemptions per redeemer, but just a lot more redemptions just because the intensity of usage has always been different on third-party from D2C. I'll let Sunit answer the cost question.

Yeah. So on the Instacart cost question, just remember that that business is different from other publishers that we've added to the network. In this case, we were assuming we are assuming Instacart's, you know, existing promotions business. So there are certain costs that come with that. There's a little bit of a step up in the cost of revenue given our contract with them. So that's what I meant. But these costs are relatively fixed, except that the fourth quarter is a transition. First quarter, they'll generally be in place, which will continue in the second quarter. But after that, they don't ramp as much. So what that means is it impacts our margins in the short term, Q4 to some extent Q1, Q2, but after that, incrementally, the incremental margin expansion, the margin expansion story we've been talking about, you know, nothing's fundamentally changed with that.

Got it. Thank you.

Thank you. Our next question comes from the line of Ken Gawrelski with Wells Fargo. Please proceed.

Thank you. Two questions, if I may. First, Bryan, how do you think about what point do you think you'll have confidence in the supply side of offers to fulfill, you know, what could be a very significant increase in demand in terms of the number of redeemers and as you add the Instacart demand to the platform? When will you have visibility into that? Will it be, you know, at year-end in January, February into annual budget renewals, or will it evolve over the course of the year? That's the first one. And the second one, could you just talk about how you how the how it's how D2C is prioritized versus relative to third-party? So when there's a supply-demand imbalance, more demand in the marketplace, which you have today, than can supply or promotions or supply of budgets. How does the third-party versus direct-to-consumer side get prioritized? Is that sub is the lack of supply driving some of the direct-to-consumer weakness we're seeing today? Thank you.

Thanks, Ken. Both great questions. First one, look, we have confidence in the supply side of our business because, as I said, we have twelve years of history of watching it follow the growth in our network, and we've had a lot of conversations with our top clients to the effect of we're excited. We are so excited about Instacart coming aboard. We're gonna be ready to go in the beginning of the year. We're excited about the growth of your network, and there's just sort of a, well, you've earned the right to grow your budget by this percent. And so we have that visibility in, you know, we don't provide guidance out beyond this current quarter because we just haven't done that, and, you know, it is difficult to see an entire year of that, but we do have a lot of confidence in the rebound of our supply for the reasons that I cited earlier. And so I don't want to overstate it and make it seem like we're flying blind. I mean, we do have a lot of visibility into it. It's just that a lot of these brands are on an annual planning cadence where they reset at the beginning of the calendar year, and we think we're gonna do a better job of pacing that and making sure that we don't run out of inventory, you know, by the end of the year. And I think that that's only gonna be further enhanced by the improved measurement targeting that I discussed earlier, which gives me a lot more confidence. As far as the second question, it's pretty simple. We focus on overall redemption revenue. So we're not trying to steer content toward the D2C or the third-party, which means that if we have a massive amount of redeemers on third-party gobbling up offers, then so be it, particularly because there's a very low or no cost of acquisition in those environments versus the higher cost of acquisition on D2C. I suppose we could kind of earmark a budget for D2C, but we don't do that. It's one of the reasons why if I had it to do over again, I'm not sure I would really break that out because it's not terribly consequential. Our brand partners don't say, well, I want this much on D2C and this much on third-party. They say, I need a million units at this cost per incremental unit. Go. Right? And so, yes, it's absolutely the explanatory factor for D2C is sole almost sole factor is inventory availability. If a campaign, you know, a year ago would have stayed live for sixteen days and now it stays live for twelve days or thirteen days. That is the reason why redemption revenue on D2C is lower and that because, you know, that's all coming out of the same budget, that's exactly why. And that's why we focus on the overall redemption revenue and it being up 32% in this most recent quarter. I do think that, going forward, the important thing is just to deliver that efficiency at that scale. D2C is great because we have a very high degree of sophistication and targeting, and so, you know, it will be an important source of driving very efficient campaign volume. So I can I have the ability to tailor that and say, okay, Ken, should be asked to buy two of these and be given fifty cents to do so? And that works out to the right cost for incremental. Whereas in other environments, we have various degrees of sophistication and targeting and so forth. And so all those things and the degree to which we allocate content, you know, to channel A, B, or C will be affected by this mindset of delivering a certain degree of scale and a certain level of efficiency and this concept of kind of a slider where you can choose where you want to be on that curve.

Thank you, Bryan.

Thank you.

Thank you. Our last question comes from the line of Chris Kuntarich with UBS. Please proceed.

Great. Thanks for taking the question. Bryan, I just want to go back to the comment you had made about a small number of large clients that need to re-up. Can you just talk about the consistency in the past either on a percentage basis or on a dollar basis, and which kind of over a multiyear period those budgets have stepped up? Are they consistent? Are they kind of growing incrementally each year? Thanks.

Yeah. That's I wish I had all the data to answer that right now. I can follow up with you, Chris, if we have more of that data. But look, generally, what I can tell you is that, you know, we started out with an overall budget of maybe two million dollars, you know, and now we're in the hundreds of millions approaching the billions of dollars of total investment on the network. There has been a very consistent track record of stepping that up to match the, you know, to match the demand, and the gross billings have gone up 65% year over year, year to date, that's an average. In some cases, they've gone up 5x, 500%. I mean, I can think of one or two clients that are up, you know, even more than 5x. They're up 10x, 20x. And then some clients that have remained flat or have not kept up with the growth of the network, and so their percentage has declined relative to the available opportunity. When we go to these clients, we're very often have a slide that says, this is the percentage of the overall opportunity that you're taking advantage of right now. And it tends to be very, very low. Right? And so again, we could not grow by a single redeemer and still very substantially increase our revenue. And to be able to show them that and say, you're leaving this cost per incremental unit on the table, is very powerful. As far as empirically, how much is it are the large clients stepping up? I would say that generally speaking, you know, you have a couple of different kinds of clients. You have the clients that are more or less always on, and they're, you know, therefore, whatever level of growth you have, and they're great as a sort of stable backstop. You have them. You have a subscription agreement with them. You have a lot of visibility into that. Or they just have a system where they run it for this many days and that's that. And they cost what it costs. And that's great. You know, there are other clients that really think about this as during key seasonal windows or episodic, and then there are some clients that are looking at this as kind of gap fill and, you know, gotta make sure they catch up in a quarter. We're dealing with different buckets and different situations, but what I would say is that overall, I'm not aware of very many clients that aren't planning on I can't sit here right now, I'm not aware of any clients that are planning on, you know, not taking advantage of the larger volume that we get from, say, Instacart or just the growth of the network. And generally, they're like, this is great. You know, our problem for the first eight, nine years was we would perpetually hear there's not enough cowbell. Now we're giving them all this, you know, scale, and they're adjusting to the idea that Ibotta is really the kind of tactic that you can use that can move, you know, the percentage of your Nielsen points by a point or two in a matter of weeks. And that mindset takes more than a minute to sort of seep into planning and into the consciousness. The last thing I'll say, Chris, which I think I haven't said elsewhere on this call is that we're now meeting with much more senior people. Right? Since the IPO, the level of access that we've gotten is radically better than it had been before. So we're now meeting with the CEO, the CMO, the chief growth officer, whereas before maybe we were meeting with the head of promotions or the center of excellence. And that's you want to meet with those people, but now you're in that conversation about a major strategic partner that's got a horizon in multiple years, and you're a major pillar in their marketing plan, you're upstream in their multiyear strategy, you understand the problems with their business, and you can creatively respond to those problems. I think that combined with the innovation we're bringing to the market is gonna lead to really exciting places. And that's why I spent so much of my time in the last six months on the road speaking with these people. And I'm super bullish on what has come out of those conversations.

Thank you.

Thank you. There are no further questions at this time. I'd like to pass the call back over to management for any closing remarks.

Thank you very much to everyone who's joined us today. We appreciate all the great questions. And we look forward to engaging with you further.