Sec Form 3 Filing - SONSINI LARRY W @ 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 SONSINI LARRY W 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) (Last) (First) (Middle) C/O IBOTTA, INC., 1801 CALIFORNIA STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2024 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ( 1 ) 64,545 ( 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 (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 Seed Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 191,270 I See footnote ( 4 ) Series A Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 24,390 I See footnote ( 6 ) Series C Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) 6,459 I See footnote ( 8 ) Series C Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) 2,153 I See footnote ( 9 ) Series C-1 Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock ( 1 ) 12,638 I See footnote ( 11 ) Convertible Promissory Note $ 63.8 ( 12 ) ( 12 ) ( 13 ) Class A Common Stock ( 1 ) 1,569 I See footnote ( 14 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SONSINI LARRY W C/O IBOTTA, INC. 1801 CALIFORNIA STREET, SUITE 400 DENVER, CO80202 X Signatures /s/ David T. Shapiro, by power of attorney 04/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). ( 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. ( 3 )Each share of Series Seed Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date. ( 4 )The shares are held by WS Investment Company LLC (2011A), of which the Reporting Person is a member and has voting and investment control. ( 5 )Each share of Series A Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date. ( 6 )The shares are held by WS Investment Company, LLC (2013A), of which the Reporting Person is a member and has voting and investment control. ( 7 )Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date. ( 8 )The shares are held by WS Investment Company, LLC (2015A), of which the Reporting Person is a member and has voting and investment control. ( 9 )The shares are held by WS Investment Company, LLC (2015C), of which the Reporting Person is a member and has voting and investment control. ( 10 )Each share of Series C-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date. ( 11 )The shares are held by WS Investment Company, LLC (2017A), of which the Reporting Person is a member and has voting and investment control. ( 12 )The Convertible 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. ( 13 )The principal amount of the Convertible 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 Promissory Note has a maturity date of March 24, 2027. The number of shares reported in Column 3 represents the principal amount (together with accrued interest thereon) divided by the conversion price. ( 14 )The shares are held by WS Investment Company, LLC (22A), of which the Reporting Person is a member and has voting and investment control.

Remarks: Exhibit 24 - Power of Attorney, by power of attorney

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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