[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ibotta, Inc. insider Christopher J. Riedy reported a change in beneficial ownership related to vested restricted stock units. On 09/01/2025, 2,961 shares of Class A common stock were recorded as disposed under code F(1) because the company withheld those shares to satisfy income tax obligations arising from RSU vesting and net settlement. After the withholding, the reporting person beneficially owns 125,337 shares, held directly. The filing clarifies that some of the reported securities are RSUs, each convertible to one share subject to vesting conditions.

Insights

Financial Analyst

TL;DR: Net settlement of vested RSUs reduced held shares slightly; routine compensation-related withholding, not an open-market sale.

The reported transaction reflects share withholding to cover tax obligations on RSU vesting rather than a market sale, which typically has limited signaling value for investors. The remaining direct beneficial ownership of 125,337 shares maintains the insider's stake. Impact on float and outstanding shares is minimal given the small share count relative to typical public-company floats; there is no new dilution from this net settlement beyond the underlying issuance mechanics already disclosed when RSUs were granted.

Corporate Governance Expert

TL;DR: Compensation-related share withholding is a routine corporate governance event with no governance red flags.

The form indicates standard tax withholding on vested RSUs and identifies the reporting person as Chief Revenue Officer and an officer of the company. The transaction code and explanatory notes are consistent with customary net settlement practices. There are no indications of unusual timing or related-party transactions in this filing. Documentation of RSU nature and withholding provides appropriate transparency for shareholders monitoring insider activity.

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^*

Riedy Christopher J

(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 Revenue 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)		2,961	D	$26.94	125,337(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 did the Form 4 for IBTA report?

The Form 4 reports that 2,961 shares of Class A common stock were withheld to satisfy tax obligations related to RSU vesting; the reporting person holds 125,337 shares after the transaction.

Was this transaction an open-market sale for IBTA?

No. The transaction is coded F(1), indicating shares were withheld by the issuer to cover taxes on vested RSUs, not a public sale.

Who is the reporting person on the Form 4 for IBTA?

The reporting person is Christopher J. Riedy, listed as Chief Revenue Officer of Ibotta, Inc.

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

125,337 shares of Class A common stock are beneficially owned following the reported withholding.

Do the reported securities include unvested RSUs for IBTA?

Yes. The filing states that certain reported securities are RSUs, each representing a contingent right to one share subject to vesting schedules and conditions.