[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ibotta, Inc. (IBTA) insider David T. Shapiro, Chief Legal Officer and director, reported a transaction dated 09/01/2025 in which 1,976 shares of Class A common stock were disposed of at an average price of $26.94. The filing explains these shares were withheld by the issuer to satisfy income tax withholding obligations related to the vesting and net settlement of previously granted restricted stock units (RSUs). After the withholding, Mr. Shapiro beneficially owns 65,447 shares (which include RSUs subject to vesting). The Form 4 was signed by power of attorney on 09/03/2025.

Positive

• Disposition was administrative: the filing states shares were withheld to satisfy tax withholding on vested RSUs, not an open-market sale by the reporting person
• Clear reporting: Form 4 discloses transaction date, price ($26.94), number of shares withheld (1,976), and resulting beneficial ownership (65,447)

Negative

• Reduction in direct holdings: reported beneficial ownership decreased by 1,976 shares due to withholding
• Some shares remain contingent: the filing notes certain securities are RSUs subject to vesting and conditions

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested RSUs; not a purposeful open-market sale by the insider.

The Form 4 documents a common administrative disposition where the company withholds vested RSU shares to cover tax obligations. This practice is typical and does not necessarily indicate a change in the reporting person's view of the company. The filing clearly states the shares were withheld for tax remittance rather than sold by the insider, and it reports the resulting beneficial ownership level of 65,447 Class A shares. For governance review, the transaction is compliant with Section 16 reporting and includes a power-of-attorney signature.

Securities Analyst

TL;DR: Small, non-discretionary reduction in reported holdings; minimal investor impact.

The disposition of 1,976 shares at $26.94 reflects share withholding on RSU vesting rather than a market sale. The absolute size of the reduction relative to the remaining 65,447 shares is modest. No options or other derivatives are reported, and there is no indication of additional transactions. This is a routine reporting event with limited material implications for equity supply or insider sentiment.

09/03/2025 - 04:30 PM

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^*

Shapiro David T

(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 LEGAL 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)		1,976	D	$26.94	65,447(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/ Jared Chomko, 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).
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