[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ibotta, Inc. insider reported withholding of shares to cover taxes on vested restricted stock units. Valarie L. Sheppard, listed as a Director and Interim CFO, had 2,412 shares of Class A Common Stock withheld on 08/17/2025 at a price of $24.11 each to satisfy income tax and remittance obligations tied to the vesting and net settlement of previously reported RSUs. After the withholding, Sheppard beneficially owns 32,055 shares of Class A Common Stock. The Form 4 was executed by power of attorney on 08/19/2025.

Positive

• Transparency: The Form 4 clearly discloses the nature, date, and price of the withholding transaction.
• Insider retention: After withholding, the reporting person still beneficially owns 32,055 Class A shares, indicating continued equity stake.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested RSUs by an insider; not a market sale and does not indicate change in ownership intent.

The Form 4 documents a common administrative action where 2,412 Class A shares were withheld at $24.11 to satisfy tax obligations arising from RSU vesting. The reporting person remains a Director and Interim CFO with 32,055 shares beneficially owned after the transaction. The filing was submitted via power of attorney, consistent with standard practice. This transaction is procedural rather than a deliberate divestiture and should be viewed as non-dispositive for governance or control changes based solely on the disclosed facts.

Securities Analyst

TL;DR: No sale occurred; withholding reduced outstanding beneficial holdings by 2,412 shares, providing clear record of insider equity movements.

The entry uses transaction code F(1) and explicitly states the shares were withheld to meet tax withholding on vested RSUs. The net effect is a reduction in reported beneficial holdings to 32,055 shares. Because the transaction is described as net settlement of RSUs rather than an open-market sale, it does not directly signal liquidity-driven selling pressure from this insider. The precise dollar value of the withheld shares equals 2,412 multiplied by $24.11 as reported, which can be used to reconcile equity compensation accounting.

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
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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^*

Sheppard Valarie L

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2025

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	08/17/2025		F(1)		2,412	D	$24.11	32,055(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.

2. 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.

Remarks:

	/s/ David T. Shapiro, by power of attorney	08/19/2025
	** 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 Valarie L. Sheppard report on Form 4 for IBTA?

She reported that 2,412 Class A shares were withheld on 08/17/2025 at $24.11 each to satisfy tax withholding on vested RSUs, leaving her with 32,055 shares.

Was this Form 4 transaction a sale of shares by the insider?

No. The filing states the shares were withheld by the issuer to satisfy income tax and withholding obligations related to RSU vesting, not sold in the market.

What is the relationship of the reporting person to Ibotta, Inc. (IBTA)?

Valarie L. Sheppard is listed as a Director and the Interim CFO of Ibotta, Inc.

When was the transaction executed and when was the Form 4 signed?

Transaction date: 08/17/2025. Form signed by power of attorney: 08/19/2025.

What do the withheld shares represent in relation to RSUs?

The withheld shares were used to satisfy tax obligations on vested restricted stock units, and the disclosure notes that RSUs represent a contingent right to receive one share upon vesting.