[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Valarie L. Sheppard, a director of Ibotta, Inc. (IBTA), reported a withholding of 2,412 shares on 09/17/2025 related to vested restricted stock units. The shares were withheld at a price of $26.92 per share to satisfy income tax and withholding obligations associated with net settlement of previously granted RSUs. After the withholding, the reporting person is shown as beneficially owning 29,643 shares. The filing clarifies that some holdings are RSUs, each representing a contingent right to one Class A common share subject to vesting conditions.

Insights

Financial Analyst

TL;DR: Routine tax-withholding on vested RSUs reduces reported shares; transaction is administrative, not a market sale.

The Form 4 shows an administrative disposition: 2,412 Class A shares were withheld at $26.92 to cover tax obligations on vested RSUs dated 09/17/2025. This type of transaction does not represent an open-market sale and therefore generally has limited informational content regarding insider sentiment. Beneficial ownership following the transaction is 29,643 shares, and the filing reiterates that certain holdings remain subject to RSU vesting conditions.

Corporate Governance Expert

TL;DR: Disclosure is standard and compliant, documenting net share settlement for tax withholding on vested awards.

The disclosure identifies the reporting person as a director and confirms the mechanism used to satisfy withholding obligations on RSU vesting. The filing includes an explanatory remark and a POWA signature, indicating appropriate execution. No additional governance events, such as grants, sales, or changes in control, are disclosed in this Form 4.

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

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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^*

Sheppard Valarie L

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		F(1)		2,412	D	$26.92	29,643(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.

2. Certain of these securities are restricted stock units ("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	09/19/2025
	** 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 Valarie L. Sheppard report on Form 4 for IBTA?

The Form 4 reports that 2,412 Class A shares were withheld at $26.92 per share on 09/17/2025 to satisfy income tax and withholding obligations from net settlement of vested RSUs.

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

The filing shows the reporting person beneficially owns 29,643 shares following the reported transaction.

Were the shares sold on the open market according to the filing?

No. The filing states this transaction is not a sale but represents shares withheld by the issuer to satisfy tax and withholding obligations tied to RSU vesting.

What price was used for the withholding transaction?

The shares were withheld at a price of $26.92 per share.

What are the RSUs described in the filing?

The filing explains that certain securities are restricted stock units (RSUs), each representing a contingent right to receive one Class A common share subject to vesting schedules and conditions.