[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

El Tabib Amir, Chief Business Development Officer of Ibotta, Inc. (IBTA), reported a transaction dated 09/01/2025 in which 1,969 shares of Class A Common Stock were disposed at a price of $26.94 per share. The filing states these shares were withheld by the issuer to satisfy income tax withholding related to the vesting and net settlement of previously granted restricted stock units (RSUs). Following the transaction, the reporting person beneficially owned 125,272 shares (reported as direct ownership). The filing notes that some of the reported securities remain RSUs, each representing a contingent right to one share subject to vesting conditions. The form was signed by power of attorney on 09/03/2025.

Positive

• Transaction is an issuer withholding for tax purposes, not an open-market sale, as explicitly stated in the filing
• Filing discloses resulting beneficial ownership of 125,272 shares, providing transparency
• Explanatory notes clarify RSU treatment and that some securities remain contingent on vesting

Negative

• Direct holdings decreased by 1,969 shares due to withholding
• Filing does not state percentage ownership of outstanding shares, limiting context for significance

Insights

Financial Analyst

TL;DR: A routine tax-withholding settlement of vested RSUs reduced direct holdings by 1,969 shares; no open-market sale reported.

The transaction is described explicitly as shares withheld by the issuer to meet income tax and remittance obligations upon RSU vesting, not a cash sale by the insider. Such withholding is a common administrative step when equity awards vest and generally does not reflect a change in the insider's investment view. The reported post-transaction beneficial ownership of 125,272 shares remains substantial in absolute terms but the filing contains no information about total outstanding shares or percentage ownership.

Corporate Governance Expert

TL;DR: Disclosure follows standard Section 16 reporting for RSU vesting and withholding; documentation appears complete and timely.

The Form 4 discloses the nature of the disposition as issuer withholding to satisfy taxes on net-settled RSUs and specifies the amount, price, and resulting beneficial ownership. The inclusion of explanatory notes clarifies that some reported securities remain contingent RSUs. The filing was submitted via power of attorney and dated within a reasonable period after the transaction, consistent with procedural practices for insiders reporting equity award settlements.

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^*

El Tabib Amir

(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 Business Dev. 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)		1,969	D	$26.94	125,272(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 Ibotta insider El Tabib Amir report on Form 4 (IBTA)?

The filing reports a 09/01/2025 disposition of 1,969 shares at $26.94 per share withheld by the issuer to satisfy tax obligations from RSU vesting.

Was the transaction a market sale or a tax withholding for RSUs?

The Form 4 explicitly states the shares were withheld by the issuer to satisfy income tax and withholding obligations related to vested RSUs; it was not a sale by the reporting person.

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

The filing shows 125,272 shares beneficially owned following the reported transaction.

Are any of the reported securities still RSUs?

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

Who signed the Form 4 and when?

The Form 4 was signed by /s/ David T. Shapiro, by power of attorney on 09/03/2025.