Ibotta, Inc. — Director's Dealing 2024

Apr 22, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ibotta, Inc. (IBTA)
CIK: 0001538379
Period of Report: 2024-04-22

Reporting Person: KDT Ibotta Holdings, LLC (N/A)
Reporting Person: KOCH INDUSTRIES INC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-22	Common Stock	J	647926	—	Disposed	0	Direct
2024-04-22	Class A Common Stock	J	647926	—	Acquired	647926	Direct
2024-04-22	Common Stock	C	4151214	—	Acquired	4151214	Direct
2024-04-22	Common Stock	J	4151214	—	Disposed	4151214	Direct
2024-04-22	Class A Common Stock	J	4151214	—	Acquired	4799140	Direct
2024-04-22	Class A Common Stock	C	1089989	$63.80	Acquired	5889129	Direct
2024-04-22	Class A Common Stock	S	1500000	$88.00	Disposed	4389129	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-22	Series D Preferred Stock	$	C	4151214	Disposed		Common Stock (4151214)	Direct
2024-04-22	Convertible Unsecured Subordinated Promissory Note	$63.80	C	1089989	Disposed		Class A Common Stock (1089989)	Direct

Footnotes

F1: Pursuant to a reclassification exempt under Rule 16b-7, each share of common stock, par value $0.00001 per share ("Common Stock"), of Ibotta, Inc. (the "Issuer") automatically reclassified into shares of Class A Common Stock, par value $0.00001 per share ("Class A Common Stock"), of the Issuer on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering (the "IPO").

F2: Securities are held by KDT Ibotta Holdings, LLC ("KDT Ibotta"). KDT Ibotta is a subsidiary of Koch Disruptive Technologies, LLC ("KDT"), KDT is a subsidiary of Koch Disruptive Technologies Holdings, LLC ("KDT Holdings"), KDT Holdings is a subsidiary of Koch Investments Group, LLC ("KIG"), KIG is a subsidiary of Koch Investments Group Holdings, LLC ("KIG Holdings") and KIG Holdings is a subsidiary of Koch Industries, Inc. ("Koch Industries"). Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT may be deemed to beneficially own the securities of the Issuer held by KDT Ibotta by virtue of Koch Industries' beneficial ownership of KIG Holdings, KIG Holdings' beneficial ownership of KIG, KIG's beneficial ownership of KDT Holdings, KDT Holdings' beneficial ownership of KDT, and KDT's beneficial ownership of KDT Ibotta. Each of Koch Industries, KIG Holdings, KIG, KDT Holdings and KDT disclaims such beneficial ownership except to the extent of their pecuniary interest therein.

F3: Each share of Series D redeemable convertible preferred stock par value $0.00001 per share ("Series D Preferred Stock") of the Issuer automatically converted into Common Stock on a one-for-one basis immediately prior to the completion of the IPO and had no expiration date.

F4: The principal amount of the Convertible Unsecured Subordinated Promissory Note (together with accrued interest thereon) automatically converted into shares of Class A Common Stock at a conversion price equal to $63.80 immediately prior to the completion of the IPO. The Convertible Unsecured Subordinated Promissory Note has a maturity date of March 24, 2027. The treatment of the Convertible Unsecured Subordinated Promissory Note in the IPO was exempt pursuant to Rule 16b-6.

F5: 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, KDT Ibotta sold 1,500,000 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.