[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: On 24 Jun 2025, Clark Jermoluk Founders Fund I LLC and James H. Clark—both classified as 10% owners of Ibotta, Inc. (IBTA)—filed a Form 4 reporting modest open-market sales of Class A common stock.

Key transaction details

• 20 Jun 2025: 4,100 shares sold at a weighted-average price of $38.3526
• 20 Jun 2025: 900 shares sold at $39.1089
• 23 Jun 2025: 4,843 shares sold at $37.6702
• 23 Jun 2025: 157 shares sold at $38.2006

The four trades total 10,000 shares and generated approximately $382 thousand in proceeds (weighted-average price ≈ $38.24). After the sales, the reporting persons continue to hold 445,241 shares indirectly through Monaco Partners, L.P. and a separate direct position of 5,419,810 shares via Clark Jermoluk Founders Fund I LLC, leaving their overall economic interest largely intact (shares sold ≈ 0.18 % of total reported holdings).

Ownership structure notes: The indirect shares are held by Monaco Partners, whose general partner is Clark Ventures, wholly owned by the JHC Family 2016 Trust. The bulk holding (5.42 million shares) is owned by Clark Jermoluk Founders Fund I LLC, which is 95 % owned by the same trust. Mr. Clark expressly disclaims beneficial ownership beyond his pecuniary interest.

Investor take-away: While insider selling often draws attention, the magnitude here is minimal relative to the reporters’ stake and occurred over two trading days at market prices between $37.06 and $39.40. No derivative transactions or new option grants were disclosed, and the filing contains no commentary on company fundamentals.

Positive

• None.

Negative

• 10% owner executed open-market sales, which some investors may interpret as a bearish signal despite representing only ≈0.18 % of total reported holdings.

Insights

Sell-Side Equity Analyst

TL;DR: Very small insider sale (≈0.18 % of stake); signal is largely neutral.

The Form 4 shows a 10 % owner disposing of just 10 k shares versus 5.9 million still held. The transactions were routine, executed in narrow price ranges and reported promptly. Because the holder retains a substantial position, the sales do not materially change the ownership profile or suggest strategic divestment. No options were exercised, and no derivative positions were altered, implying the trades are likely portfolio rebalancing or liquidity driven. Absent any accompanying 8-K, earnings release, or change in fundamentals, I view the market impact as neutral.

Corporate Governance Specialist

TL;DR: Insider selling by a control affiliate is a slight governance negative, but scale is de-minimis.

James H. Clark, through related entities, remains a control shareholder. Although the 10,000-share sale is immaterial in percentage terms, investors often scrutinize any reduction by insiders preceding lock-up expirations or secondary offerings. The transparent disclosure of weighted-average pricing and offer to provide trade-level data aligns with good governance practice. Nonetheless, repeated sales—even small—could signal future liquidity intentions. Overall governance impact leans mildly negative but non-material at this stage.

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^*

Clark Jermoluk Founders Fund I LLC

(Last) (First) (Middle)

EISNERAMPER ADVISORY GROUP, LLC

505 S. FLAGER DR., SUITE 900

(Street)

WEST PALM BEACH FL 33401

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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

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

	Form filed by One Reporting Person
X	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	06/20/2025		S		4,100	D	$38.3526(1)	451,141	I	See footnote(2)
Class A Common Stock	06/20/2025		S		900	D	$39.1089(3)	450,241	I	See footnote(2)
Class A Common Stock	06/23/2025		S		4,843	D	$37.6702(4)	445,398	I	See footnote(2)
Class A Common Stock	06/23/2025		S		157	D	$38.2006(5)	445,241	I	See footnote(2)
Class A Common Stock								5,419,810	D(6)

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

1. Name and Address of Reporting Person^*

Clark Jermoluk Founders Fund I LLC

(Last) (First) (Middle)

EISNERAMPER ADVISORY GROUP, LLC

505 S. FLAGER DR., SUITE 900

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CLARK JAMES H

(Last) (First) (Middle)

EISNERAMPER ADVISORY GROUP, LLC

505 S. FLAGER DR., SUITE 900

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $37.8879 to $38.84 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.

2. The shares are held by Monaco Partners, L.P. ("Monaco Partners"). The general partner of Monaco Partners is Clark Ventures, which is wholly owned by the JHC Family 2016 Trust (the "JHC Trust"). The JHC Trust is an entity controlled by James H. Clark. Mr. Clark disclaims beneficial ownership of the shares held by Monaco Partners, except to the extent of his pecuniary interest therein.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.90 to $39.40 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.06 to $38.06 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.065 to $38.33 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

6. The shares are held by Clark Jermoluk Founders Fund I LLC, which is 95% owned by the JHC Trust. Mr. Clark disclaims beneficial ownership of the shares held by Clark Jermoluk Founders Fund I LLC, except to the extent of his pecuniary interest therein.

	/s/ Louis M. Cohen, Manager of Clark Jermoluk Founders Fund I LLC	06/24/2025
	/s/ James H. Clark	06/24/2025
	** 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).
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FAQ

How many Ibotta (IBTA) shares did the insider sell according to this Form 4?

The filing reports the sale of 10,000 Class A shares over 20-23 Jun 2025.

What prices were the IBTA shares sold for?

Weighted-average sale prices ranged from $37.6702 to $39.1089 per share.

How many IBTA shares does the reporting person still own after the transactions?

The insider still owns 445,241 shares indirectly plus 5,419,810 shares directly through affiliated entities.

Does the Form 4 indicate any derivative transactions or option exercises?

No; Table II is blank, showing no derivative securities acquired or disposed.

Why might the insider sales be viewed as non-material?

The 10,000 shares sold represent only ≈0.18 % of the insider’s total reported holdings, suggesting minimal strategic significance.