Sec Form 4 Filing - Lehrman Thomas D @ 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 Lehrman Thomas D 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 359,003 A 359,003 D Common Stock 04/22/2024 C 172,265 A 172,265 I See footnote ( 7 ) Common Stock 04/22/2024 C 235,452 A 235,452 I See footnote ( 8 ) Common Stock 04/22/2024 C 267,046 A 267,046 I See footnote ( 9 ) Common Stock 04/22/2024 J( 1 ) 359,003 D 0 D Common Stock 04/22/2024 J( 1 ) 172,265 D 0 I See footnote ( 10 ) Common Stock 04/22/2024 J( 1 ) 235,452 D 0 I See footnote ( 11 ) Common Stock 04/22/2024 J( 1 ) 267,046 D 0 I See footnote ( 12 ) Class A Common Stock 04/22/2024 J( 1 ) 359,003 A 363,548 ( 13 ) D Class A Common Stock 04/22/2024 J( 1 ) 172,265 A 172,265 I See footnote ( 10 ) Class A Common Stock 04/22/2024 J( 1 ) 235,452 A 235,452 I See footnote ( 11 ) Class A Common Stock 04/22/2024 J( 1 ) 267,046 A 267,046 I See footnote ( 12 ) Class A Common Stock 04/22/2024 S( 14 ) 89,751 D $ 88 273,797 ( 13 ) D Class A Common Stock 04/22/2024 S( 14 ) 43,066 D $ 88 129,199 I See footnote ( 10 ) Class A Common Stock 04/22/2024 S( 14 ) 58,863 D $ 88 176,589 I See footnote ( 11 ) Class A Common Stock 04/22/2024 S( 14 ) 66,761 D $ 88 200,285 I See footnote ( 12 )

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 67,567 ( 3 ) ( 3 ) Common Stock 67,567 ( 3 ) 0 D Series A Preferred Stock ( 4 ) 04/22/2024 C 24,390 ( 4 ) ( 4 ) Common Stock 24,390 ( 4 ) 0 D Series C Preferred Stock ( 5 ) 04/22/2024 C 172,265 ( 5 ) ( 5 ) Common Stock 172,265 ( 5 ) 0 D Series C-1 Preferred Stock ( 6 ) 04/22/2024 C 94,781 ( 6 ) ( 6 ) Common Stock 94,781 ( 6 ) 0 D Series C Preferred Stock ( 5 ) 04/22/2024 C 172,265 ( 5 ) ( 5 ) Common Stock 172,265 ( 5 ) 0 I See footnote ( 7 ) Series C Preferred Stock ( 5 ) 04/22/2024 C 172,265 ( 5 ) ( 5 ) Common Stock 172,265 ( 5 ) 0 I See footnote ( 8 ) Series C Preferred Stock ( 5 ) 04/22/2024 C 172,265 ( 5 ) ( 5 ) Common Stock 172,265 ( 5 ) 0 I See footnote ( 9 ) Series C-1 Preferred Stock ( 6 ) 04/22/2024 C 63,187 ( 6 ) ( 6 ) Common Stock 63,187 ( 6 ) 0 I See footnote ( 8 ) Series C-1 Preferred Stock ( 6 ) 04/22/2024 C 94,781 ( 6 ) ( 6 ) Common Stock 94,781 ( 6 ) 0 I See footnote ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lehrman Thomas D 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 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 A 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. ( 5 )Each share of Series C 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. ( 6 )Each share of Series C-1 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. ( 7 )The shares are held by Four Ways, LLC, of which the Reporting Person is a member and has voting and investment control ("Four Ways, LLC"). ( 8 )The shares are held by Haystack Partners I LP, of which the Reporting Person is a partner and has voting and investment control ("Haystack Partners I LP"). ( 9 )The shares are held by LFP 2, LLC, of which the Reporting Person is a member and has voting and investment control ("LFP 2, LLC"). ( 10 )The shares are held by Four Ways, LLC. ( 11 )The shares are held by Haystack Partners I LP. ( 12 )The shares are held by LFP 2, LLC. ( 13 )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. ( 14 )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, each of (i) the Reporting Person sold 89,751 shares of Class A Common Stock of the Issuer, (ii) Four Ways, LLC sold 43,066 shares of Class A Common Stock of the Issuer, (iii) Haystack Partners I LP sold 58,863 shares of Class A Common Stock of the Issuer, and (iv) LFP 2, LLC sold 66,761 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).

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