[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Richard I. Donahue, Chief Marketing Officer of Ibotta, Inc. (IBTA), reported a transaction dated 09/01/2025 in which 2,406 shares of Class A Common Stock were withheld by the company at an indicated price of $26.94 per share to satisfy tax withholding obligations related to the vesting and net settlement of previously granted restricted stock units (RSUs). After this withholding, the reporting person is recorded as beneficially owning 199,971 shares, and the filing notes that some of the holdings remain RSUs that convert to shares subject to vesting schedules. The Form 4 was executed by power of attorney on behalf of the reporting person by David Shapiro on 09/03/2025.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on RSU vesting; no change in control and no open-market sale reported.

The reported transaction is a non-sale internal withholding to cover tax obligations arising from RSU vesting, not a disposition to a third party. This is a common administrative action that reduces the reporting person’s outstanding share count but does not represent a market liquidity event or signaling of intent to sell additional holdings. The filing specifically states these were withheld to satisfy income tax and remittance obligations and confirms remaining RSUs are contingent on vesting terms. From a governance perspective, this is routine and carries limited informational value about management’s view on valuation.

Securities Analyst

TL;DR: Administrative share withholding of 2,406 shares at $26.94; beneficial ownership remains material at 199,971 shares.

The transaction code F(1) and accompanying explanation indicate shares were withheld rather than sold. The reported withholding amount (2,406 shares) and price per share ($26.94) are provided for recordkeeping; however, the filing does not show open-market sales or purchases that would affect float or signal liquidity. Beneficial ownership of 199,971 shares remains significant for monitoring insider alignment, but no change in control or major disposals are documented. This is a routine insider reporting item without immediate market impact based on the information disclosed.

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

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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)
09/01/2025

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	09/01/2025		F(1)		2,406	D	$26.94	199,971(2)	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

Explanation of Responses:

1. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock units ("RSUs").

2. Certain of these securities are 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.

Remarks:

	/s/ David Shapiro, by power of attorney	09/03/2025
	** 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 report on Form 4 for IBTA?

The Form 4 reports that 2,406 shares were withheld at $26.94 per share on 09/01/2025 to satisfy tax withholding related to RSU vesting.

Does the Form 4 show an open-market sale by the insider for IBTA?

No. The filing states the shares were withheld by the issuer to cover tax obligations from RSU vesting; it is not a public sale.

How many IBTA shares does the reporting person beneficially own after the transaction?

After the withholding, the reporting person is shown as beneficially owning 199,971 shares.

What does code F(1) mean in this Form 4?

In this filing, code F(1) is used in conjunction with the explanation that shares were withheld by the issuer to satisfy tax withholding on RSU vesting.

Were any RSUs mentioned in the Form 4 for IBTA?

Yes. The filing states that certain securities are RSUs and that each RSU represents a contingent right to receive one share subject to vesting conditions.