IBTA Form 4: Donahue Acquires 2,604 Class A Shares at $10.40

Rhea-AI Filing Summary

Richard I. Donahue, Chief Marketing Officer of Ibotta, Inc. (IBTA), reported insider transactions dated 08/25/2025. The Form 4 shows a non-derivative acquisition of 2,604 shares of Class A common stock at a reported price of $10.40, leaving the reporting person with 202,377 shares beneficially owned. The filing also reports a compensatory employee stock option related to the same 2,604 shares with an exercise price of $10.40, an expiration/exercisable schedule noted and 8,854 derivative securities beneficially owned following the transaction. Some shares are restricted stock units (RSUs) subject to vesting; the option vests monthly (1/48th started 02/16/2023). The form was signed by a power of attorney on 08/26/2025.

Positive

• Transparent disclosure of both non-derivative shares and derivative instruments, including quantities and prices
• Clear vesting schedule provided (1/48th monthly since 02/16/2023) for the reported option, aiding investor understanding
• Beneficial ownership totals disclosed (202,377 shares and 8,854 derivatives) allow assessment of insider stake

Negative

• None.

Insights

Securities Analyst

TL;DR: CMO purchased 2,604 Class A shares via compensatory awards, modest increase to vested holdings; transaction appears routine and compensatory.

The transaction is recorded as a compensatory grant/exercise on 08/25/2025 for 2,604 shares at $10.40 each, consistent with executive equity compensation practices. The report distinguishes between vested shares (some RSUs) and outstanding options that continue to vest on a 1/48th monthly schedule. Beneficial ownership totals (202,377 shares and 8,854 derivative securities) are disclosed, allowing investors to quantify insider stake without extrapolation. No sale or outside-market transfer is reported.

Corporate Governance Expert

TL;DR: Filing documents compensatory equity activity for an officer; disclosure is complete and follows Section 16 reporting norms.

The Form 4 identifies the reporting person as an officer (Chief Marketing Officer) and lists both non-derivative and derivative positions, including RSUs and an employee stock option with a $10.40 strike. The vesting cadence (1/48th monthly since 02/16/2023) is explicitly stated, supporting clear provenance of the shares. The signature by power of attorney is properly included. No material governance issues or departures are disclosed within the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Donahue Richard I.

(Last) (First) (Middle)

C/O IBOTTA, INC.

1801 CALIFORNIA STREET, SUITE 400

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ibotta, Inc. [ IBTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF MARKETING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/25/2025		M		2,604	A	$10.4	202,377(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$10.4	08/25/2025		M			2,604	(2)	03/07/2033	Class A Common Stock	2,604	$0	8,854	D

Explanation of Responses:

1. Certain of these securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

2. 1/48th of the shares subject to the option vested on February 16, 2023 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

Remarks:

	/s/ David Shapiro, by power of attorney	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Richard I. Donahue (IBTA) report on the Form 4 filed 08/26/2025?

The Form 4 reports a transaction dated 08/25/2025 where Donahue acquired 2,604 Class A shares at $10.40 and shows 202,377 shares beneficially owned following the transaction.

Were any derivative securities reported for IBTA in this Form 4?

Yes. The filing reports an employee stock option related to 2,604 shares with an exercise price of $10.40 and shows 8,854 derivative securities beneficially owned after the transaction.

Does the Form 4 indicate vesting conditions for the reported awards?

Yes. The explanation states some securities are RSUs subject to vesting, and the option vests at 1/48th monthly with the first vesting on 02/16/2023.

What is the reporting person's role at Ibotta, Inc. (IBTA)?

The Form 4 identifies the reporting person as an Officer with the title Chief Marketing Officer and also indicates a director checkbox was present in the form layout.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by David Shapiro by power of attorney on 08/26/2025.