[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jared Chomko, Vice President, Accounting at Ibotta, Inc. (IBTA), reported a non‑derivative grant of 15,000 Restricted Stock Units (RSUs) dated 09/29/2025 that settle into Class A common stock at no cash price. Following this grant, he beneficially owns 25,527 shares (including RSUs subject to vesting). The RSUs vest in equal installments of 1/16th on each Quarterly Vesting Date (first trading day on or after March 1, June 1, September 1, December 1), subject to continued service. The filing discloses the grant terms and the company’s standard quarterly vesting cadence.

Positive

• Alignment with shareholders through equity-based compensation (15,000 RSUs) that vests over time
• Retention-focused vesting: RSUs vest in 1/16th quarterly installments, encouraging continued service
• Transparent disclosure of grant amount, vesting schedule, and resulting beneficial ownership (25,527 shares)

Negative

• Potential dilution from RSU settlement, though the filing does not quantify companywide share impact
• No performance conditions disclosed — award appears time‑based only, which may not directly tie pay to results

Insights

Financial Analyst

TL;DR: Insider received a routine equity award that aligns pay with shareholder value but is not materially large on its face.

The 15,000 RSU grant is a typical compensation mechanism to retain and motivate senior accounting personnel. The award vests over 16 quarterly installments, which encourages continued service and links compensation to future performance. The immediate economic cost to the reporting person is zero (RSUs settle at $0 purchase price), and the filing reports total beneficial ownership of 25,527 shares including unvested RSUs. Without company-wide share count or market capitalization in this filing, the grant’s dilution impact and materiality cannot be quantified from the form alone.

Corporate Governance Expert

TL;DR: Grant reflects routine governance practice to retain executives; vesting schedule aligns with standard long‑term incentive design.

The use of time‑based RSUs with quarterly vesting is consistent with accepted retention-focused compensation design. Quarterly vesting over 16 periods provides steady alignment but also prolongs service-based retention rather than immediate performance linkage. The filing is transparent about vesting mechanics and the nature of the award. The form does not disclose any accelerated vesting provisions or performance conditions.

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).

1. Name and Address of Reporting Person^*

Chomko Jared

(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)
	VICE PRESIDENT, ACCOUNTING

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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	09/29/2025		A		15,000(1)	A	$0	25,527(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. Represents the grant of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. 1/16th of the RSUs shall vest on the Company's next Quarterly Vesting Date (as defined below), and 1/16th of the RSUs shall vest on each Quarterly Vesting Date thereafter, in each case subject to the Participant continuing to be a Service Provider (as defined in the 2024 Plan) through such vesting date. "Quarterly Vesting Date" means the first trading day on or after each of March 1, June 1, September 1, and December 1.

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	10/01/2025
	** 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.
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FAQ

What did Jared Chomko (IBTA) receive according to this Form 4?

He received a grant of 15,000 Restricted Stock Units (RSUs) that convert to Class A common stock upon settlement.

How many shares does Jared Chomko beneficially own after the reported transaction?

The filing reports he beneficially owns 25,527 shares, including RSUs subject to vesting.

What is the vesting schedule for the RSUs?

The RSUs vest in equal installments of 1/16th on each Quarterly Vesting Date (first trading day on/after March 1, June 1, September 1, December 1).

Was there a purchase price for these RSUs?

No cash price was reported; the RSUs were granted with a reported price of $0.

Does the Form 4 disclose any performance-based conditions or accelerated vesting?

No performance conditions or accelerated vesting provisions are disclosed in this filing; the award is described as time‑based RSUs.