[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Leach Bryan, identified as CEO, President, Director and a 10% owner of Ibotta, Inc. (IBTA), reported a change in beneficial ownership. On 09/01/2025 he had 7,489 shares of Class A common stock withheld at an effective price of $26.94 to satisfy tax and withholding obligations in connection with the vesting and net settlement of previously issued restricted stock units (RSUs). After the withholding, he beneficially owns 499,725 shares. The filing clarifies that some holdings remain RSUs, each convertible into one share subject to vesting schedules.

Positive

• Continued substantial ownership: Reporting person still beneficially owns 499,725 shares, indicating ongoing alignment with shareholders.
• Administrative withholding only: The transaction was a withholding to meet tax obligations on RSU vesting, not an open-market sale.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider withholding for tax purposes on vested RSUs; nothing indicating change in governance or control.

The reported transaction is a standard administrative action where the issuer withheld shares to cover tax obligations upon RSU vesting. The filing confirms continuing substantial ownership (499,725 shares) and the reporting person’s roles as CEO, President and director. There is no disclosure of sales, transfers of control, new grants, or changes to governance structure. For investors focused on insider intent, withholding to satisfy taxes is typically neutral compared with open-market sales.

Securities Analyst

TL;DR: A non-disposal, tax-withholding event reduces reported share count by 7,489; no proceeds or market sale disclosed.

The Form 4 lists transaction code F(1), indicating shares were withheld by the issuer rather than sold on market. The per-share price noted ($26.94) appears as the withholding valuation rather than a sale price. The filing also reiterates that certain holdings remain RSUs, contingent on vesting. From a market-impact perspective, this does not represent insider selling pressure or liquidity event, and thus is unlikely to affect valuation directly.

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^*

Leach Bryan

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

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)		7,489	D	$26.94	499,725(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 T. 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 transaction did Leach Bryan report on the Form 4 for IBTA?

The Form 4 reports that 7,489 Class A shares were withheld at $26.94 per share to satisfy tax withholding on vested RSUs.

Does the Form 4 show Leach Bryan sold shares of IBTA on the open market?

No. The filing uses transaction code F(1), indicating shares were withheld by the issuer to cover taxes from RSU vesting, not sold on the market.

How many IBTA shares does Leach Bryan beneficially own after the reported transaction?

He beneficially owns 499,725 shares following the withholding transaction.

Are any of the shares reported still subject to vesting?

Yes. The filing states certain securities are RSUs, each representing a contingent right to receive one share subject to applicable vesting schedules.

What roles does the reporting person hold at Ibotta (IBTA)?

He is listed as CEO, President, Director, and a 10% owner.