Sec Form 4 Filing - Jensen Christopher J. @ 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 Jensen Christopher J. 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 REVENUE OFFICER (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 ) 114,064 D 0 D Class A Common Stock 04/22/2024 J( 1 ) 114,064 A 114,064 ( 2 ) D Class A Common Stock 04/22/2024 S( 3 ) 26,000 D $ 88 88,064 ( 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 04/22/2024 J( 1 ) 34,059 ( 4 ) 02/04/2030 Common Stock 34,059 ( 1 ) 0 D Employee Stock Option (right to buy) $ 12.75 04/22/2024 J( 1 ) 34,059 ( 4 ) 02/04/2030 Class A Common Stock 34,059 ( 1 ) 34,059 D Employee Stock Option (right to buy) $ 8.3 04/22/2024 J( 1 ) 4,584 ( 5 ) 02/09/2031 Common Stock 4,584 ( 1 ) 0 D Employee Stock Option (right to buy) $ 8.3 04/22/2024 J( 1 ) 4,584 ( 5 ) 02/09/2031 Class A Common Stock 4,584 ( 1 ) 4,584 D Employee Stock Option (right to buy) $ 12.45 04/22/2024 J( 1 ) 9,792 ( 6 ) 05/14/2031 Common Stock 9,792 ( 1 ) 0 D Employee Stock Option (right to buy) $ 12.45 04/22/2024 J( 1 ) 9,792 ( 6 ) 05/14/2031 Class A Common Stock 9,792 ( 1 ) 9,792 D Employee Stock Option (right to buy) $ 19.25 04/22/2024 J( 1 ) 20,000 ( 7 ) 02/08/2032 Common Stock 20,000 ( 1 ) 0 D Employee Stock Option (right to buy) $ 19.25 04/22/2024 J( 1 ) 20,000 ( 7 ) 02/08/2032 Class A Common Stock 20,000 ( 1 ) 20,000 D Employee Stock Option (right to buy) $ 10.4 04/22/2024 J( 1 ) 80,000 ( 8 ) 03/07/2033 Common Stock 80,000 ( 1 ) 0 D Employee Stock Option (right to buy) $ 10.4 04/22/2024 J( 1 ) 80,000 ( 8 ) 03/07/2033 Class A Common Stock 80,000 ( 1 ) 80,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jensen Christopher J. C/O IBOTTA, INC. 1801 CALIFORNIA STREET, SUITE 400 DENVER, CO80202 CHIEF REVENUE OFFICER 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 )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 )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, the Reporting Person sold 26,000 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. ( 4 )All of the shares subject to the option are fully vested and exercisable as of the date hereof. ( 5 )This option, originally for 10,000 shares of Common Stock, vested as to 1/48th of the shares on February 4, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date. ( 6 )This option, originally for 10,000 shares of Common Stock, vested as to 1/48th of the shares on April 11, 2021 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date. ( 7 )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. ( 8 )1/48th of the shares subject to the option vested 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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