Sec Form 4 Filing - DOSHI AMIT @ Ibotta, Inc. - 2024-04-22

FORM 4 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 DOSHI AMIT 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) 04/22/2024 (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 04/22/2024 J( 1 ) 4,545 D 0 D Class A Common Stock 04/22/2024 J( 1 ) 4,545 A 4,545 ( 2 ) D Common Stock 04/22/2024 C 33,783 A 33,783 D Common Stock 04/22/2024 C 252,748 A 252,748 I See footnote ( 5 ) Common Stock 04/22/2024 J( 1 ) 33,783 D 0 D Common Stock 04/22/2024 J( 1 ) 252,748 D 0 I See footnote ( 6 ) Class A Common Stock 04/22/2024 J( 1 ) 33,783 A 38,328 ( 7 ) D Class A Common Stock 04/22/2024 J( 1 ) 252,748 A 252,748 I See footnote ( 6 ) Class A Common Stock 04/22/2024 S( 8 ) 52,748 D $ 88 200,000 I See footnote ( 6 )

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 ) 04/22/2024 C 33,783 ( 3 ) ( 3 ) Common Stock 33,783 ( 3 ) 0 D Series C-1 Preferred Stock ( 4 ) 04/22/2024 C 252,748 ( 4 ) ( 4 ) Common Stock 252,748 ( 4 ) 0 I See footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOSHI AMIT C/O IBOTTA, INC. 1801 CALIFORNIA STREET, SUITE 400 DENVER, CO80202 X Signatures /s/ David Shapiro, by power of attorney 04/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically 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 )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 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date. ( 4 )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. ( 5 )The shares are held by Harbor Spring Master Fund, LP ("Harbor Spring Master Fund"). Harbor Spring Capital, LLC is the Investment Manager of Harbor Spring Master Fund. The Reporting Person is the Managing Partner of Harbor Spring Capital, LLC. Each of Harbor Spring Master Fund, Harbor Spring Capital, LLC and the Reporting Person may be deemed to beneficially own the securities held by Harbor Spring Master Fund. ( 6 )The shares are held by Harbor Spring Master Fund. ( 7 )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. ( 8 )Pursuant to the IPO, on April 17, 2024, the Issuer, the selling stockholders named in the Underwriting Agreement (as defined below) and the underwriters of the IPO (the "Underwriters") entered into an Underwriting Agreement (the "Underwriting Agreement"). Pursuant to the Underwriting Agreement, Harbor Spring Master Fund sold 52,748 shares of Class A Common Stock of the Issuer to the Underwriters at a per share sale price of $88.00. The per share sale price reported in this Form 4 does not reflect underwriting discounts.

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).

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