Sec Form 3 Filing - KDT Ibotta Holdings, LLC @ Ibotta, Inc. - 2024-04-17

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KDT Ibotta Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol Ibotta, Inc. [ IBTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4111 E. 37TH STREET NORTH 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2024 (Street) WICHITA, KS67220 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common stock, par value $0.00001 per share 647,926 ( 1 ) D ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series D Preferred Stock ( 3 ) 07/30/2019 ( 3 ) Common Stock ( 1 ) 2,075,607 ( 3 ) D ( 2 ) Series D Preferred Stock ( 3 ) 08/29/2019 ( 3 ) Common Stock ( 1 ) 2,075,607 ( 3 ) D ( 2 ) Convertible Unsecured Subordinated Promissory Note $ 63.8 ( 4 ) ( 4 ) 03/24/2027( 5 ) Class A Common Stock 1,089,989 ( 5 ) D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KDT Ibotta Holdings, LLC 4111 E. 37TH STREET NORTH WICHITA, KS67220 X KOCH INDUSTRIES INC 4111 E. 37TH STREET NORTH WICHITA, KS67220 X Signatures KDT Ibotta Holdings, LLC, /s/ Nicholas Hoffman, Secretary 04/17/2024 Signature of Reporting Person Date Koch Industries, Inc., /s/ Raffaele G. Fazio, Assistant Secretary 04/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The common stock, par value $0.00001 per share ("Common Stock"), of Ibotta, Inc. (the "Issuer") will automatically be reclassified into shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), of the Issuer on a one-to-one basis in connection with the consummation of the Issuer's initial public offering ("IPO"). ( 2 )Securities are held by KDT Ibotta Holdings, LLC ("KDT Ibotta"). KDT Ibotta is a subsidiary of Koch Disruptive Technologies, LLC ("KDT"), KDT is a subsidiary of Koch Disruptive Technologies Holdings, LLC ("KDT Holdings"), KDT Holdings is a subsidiary of Koch Investments Group, LLC ("KIG"), KIG is a subsidiary of Koch Investments Group Holdings, LLC ("KIG Holdings") and KIG Holdings is a subsidiary of Koch Industries, Inc. ("Koch Industries"). Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT may be deemed to beneficially own the securities of the Issuer held by KDT Ibotta by virtue of Koch Industries' beneficial ownership of KIG Holdings, KIG Holdings' beneficial ownership of KIG, KIG's beneficial ownership of KDT Holdings, KDT Holdings' beneficial ownership of KDT, and KDT's beneficial ownership of KDT Ibotta. Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT disclaims such beneficial ownership except to the extent of their pecuniary interest therein. ( 3 )Each share of Series D redeemable convertible preferred stock par value $0.00001 per share ("Series D Preferred Stock") of the Issuer is convertible into Common Stock at any time at the option of the holder and will automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date. ( 4 )The Convertible Unsecured Subordinated Promissory Note was initially issued on March 24, 2022 and contained various predetermined and automatic adjustment provisions contingent upon the occurrence of specified events. As a result of the IPO pricing, the ultimate conversion price became fixed at $63.80, contingent upon closing of the IPO. ( 5 )The principal amount of the Convertible Unsecured Subordinated Promissory Note (together with accrued interest thereon) will convert concurrently with the closing of the IPO into shares of Class A Common Stock at a conversion price equal to $63.80. The Convertible Unsecured Subordinated Promissory Note has a maturity date of March 24, 2027. The number of shares reported in Column 3 represents the principal amount of $69,450,000 (together with accrued interest thereon) divided by the conversion price.

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).

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