[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ibotta, Inc. (IBTA) reported a non-derivative grant to its Chief Financial Officer consisting of 336,826 restricted stock units (RSUs) dated 09/29/2025. Each RSU represents a contingent right to receive one share of the companys Class A common stock upon settlement. The RSUs vest with 1/4th scheduled on September 1, 2026, and then 1/16th on each Quarterly Vesting Date thereafter (the first trading day on or after March 1, June 1, September 1 and December 1), subject to continued service. The filing records 336,826 RSUs beneficially owned following the grant and includes explanatory notes clarifying the nature of the award as service-based equity compensation.

Positive

• Retention-focused equity award: The RSUs vest over time, aligning the CFOs incentives with continued service and company performance over multiple quarters.
• Clear vesting schedule disclosed: 1/4 vesting after roughly one year and subsequent 1/16th quarterly vesting provide transparency on when shares may be delivered.

Negative

• None.

Insights

Financial Analyst

TL;DR: A sizable RSU grant to the CFO increases potential dilution but is a standard retention tool tied to multi-year vesting.

The grant of 336,826 RSUs is a meaningful compensation award in absolute terms and will convert to Class A common stock upon settlement and vesting. Because vesting is spread over an initial one-year cliff followed by quarterly installments, the award is structured to retain the CFO through at least the first vesting date and beyond. This disclosure is routine for executive compensation and does not by itself change operating results, though it may modestly affect long-term share count when settled.

Corporate Governance Expert

TL;DR: The RSU grant follows common governance practice: service-based vesting with a one-year cliff and subsequent quarterly vesting.

The awards vesting schedule and the use of RSUs are consistent with typical equity-based incentives for senior officers. The filing clearly states the vesting milestones and that continued service is required for vesting. There is no indication of performance-based conditions in the provided text; the grant appears to be time-based retention compensation subject to plan terms.

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).

1. Name and Address of Reporting Person^*

Puckett Matthew H

(Last) (First) (Middle)

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 Financial Officer

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		336,826(1)	A	$0	336,826(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. 1/4th of the RSUs shall vest on September 1, 2026, and 1/16th of the RSUs shall vest on each Quarterly Vesting Date (as defined below) 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. 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

How many RSUs did IBTA grant to its CFO?

The filing reports a grant of 336,826 restricted stock units (RSUs) to the Chief Financial Officer.

What is the vesting schedule for the RSUs reported by IBTA?

Vesting provides 1/4th of the RSUs on September 1, 2026, then 1/16th on each Quarterly Vesting Date thereafter (first trading day on/after March 1, June 1, September 1, December 1).

Do the RSUs convert to common stock?

Yes. Each RSU represents a contingent right to receive one share of Class A common stock upon settlement, subject to vesting and plan terms.

What was the transaction date for the RSU grant in the Form 4?

The reported transaction date in the filing is 09/29/2025.

How many RSUs are reported as beneficially owned following the transaction?

The filing shows 336,826 RSUs beneficially owned following the reported grant.