Sec Form 3 Filing - El Tabib Amir @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person El Tabib Amir 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 (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 ) 95,767 ( 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 Employee Stock Option (Right to Buy) $ 12.75 ( 3 ) 02/04/2030 Common Stock ( 1 ) 5,000 D Employee Stock Option (Right to Buy) $ 6.55 ( 4 ) 05/05/2030 Common Stock ( 1 ) 625 D Employee Stock Option (Right to Buy) $ 8.3 ( 5 ) 12/08/2030 Common Stock ( 1 ) 8,198 D Employee Stock Option (Right to Buy) $ 22.2 ( 6 ) 07/15/2031 Common Stock ( 1 ) 47,775 D Employee Stock Option (Right to Buy) $ 22.2 ( 7 ) 08/03/2031 Common Stock ( 1 ) 20,000 D Employee Stock Option (Right to Buy) $ 19.25 ( 8 ) 08/02/2032 Common Stock ( 1 ) 5,000 D Employee Stock Option (Right to Buy) $ 10.4 ( 9 ) 03/07/2033 Common Stock ( 1 ) 3,647 D Employee Stock Option (Right to Buy) $ 25.64 ( 10 ) 12/05/2033 Common Stock ( 1 ) 82,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other El Tabib Amir C/O IBOTTA, INC. 1801 CALIFORNIA STREET, SUITE 400 DENVER, CO80202 Chief Business Dev. Officer Signatures /s/ David 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. ( 2 )Certain of these securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and conditions. ( 3 )All of the shares subject to the option are fully vested and exercisable as of the date hereof. ( 4 )This option, originally for 15,000 shares, vested as to 1/48th of the shares subject to the option vested on June 5, 2020 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date. ( 5 )This option, originally for 30,000 shares, vested as to 1/48th of the shares on January 8, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date. ( 6 )1/48th of the shares subject to the option vested on August 15, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date. ( 7 )The shares subject to this option become eligible to vest ("Eligible Shares") upon the extension of certain key business agreements. In order for any Eligible Shares to vest, the Reporting Person must remain continuously employed through April 1 following the fiscal year in which the goal is achieved. In addition, if there is a change in control by certain Ibotta Performance Network ("IPN") partners, then 50% of the shares subject to this option will immediately vest, and the remaining portion of this option will immediately terminate and be cancelled. ( 8 )1/36th of the shares subject to the option vested on February 3, 2022 and 1/36th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date. ( 9 )This option, originally for 5,000 shares, vested as to 1/48th of the shares on February 16, 2023 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date. ( 10 )1/48th of the shares subject to the option vested on December 10, 2023 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

Remarks: Exhibit 24 - 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).

** 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.