Bryan Leach - 22 Apr 2024 Form 4 Insider Report for Ibotta, Inc. (IBTA)

Footnote F1

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").

Footnote F2

By Spouse as Trustee for the Elysian 2021 Legacy Trust u/a/d May 11, 2021 (the "Elysian 2021 Legacy Trust").

Footnote F3

By Spouse as Trustee for the Elysian 2024 GST Trust u/a/d March 20, 2024.

Footnote F4

By Spouse as Trustee for the Orion 2021 Legacy Trust u/a/d May 11, 2021 (the "Orion 2021 Legacy Trust").

Footnote F5

By Spouse as Trustee for the Orion 2024 GST Trust u/a/d March 20, 2024.

Footnote F6

Certain of these securities are restricted stock units ("RSUs") and performance stock units ("PSUs"). Each RSU and PSU 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 and PSU.

Footnote F7

Following the reclassification of Common Stock into Class A Common Stock, certain shares of Class A Common Stock were exchanged at a 1:1 ratio for shares of Class B Common Stock in a transaction previously approved by the Issuer's board of directors.

Footnote F8

These securities are RSUs and PSUs. Each RSU and PSU 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 and PSU.

Footnote F9

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

Footnote F10

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) Bryan Leach sold 450,003 shares of Class B Common Stock of the Issuer, (ii) the Elysian 2021 Legacy Trust sold 40,500 shares of Class B Common Stock of the Issuer, and (iii) the Orion 2021 Legacy Trust sold 40,500 shares of Class B Common Stock of the Issuer to the Underwriters at a per share sale price of $88.00. Each such share of Class B Common Stock automatically converted into one share of Class A Common Stock immediately following such sales to the Underwriters. The per share sale price reported in this Form 4 does not reflect underwriting discounts.

Footnote F11

The shares are held by the Elysian 2021 Legacy Trust.

Footnote F12

The shares are held by the Orion 2021 Legacy Trust.

Footnote F13

All of the shares subject to the option are fully vested and exercisable as of the date hereof.

Footnote F14

1/48th of the shares subject to the option vested 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..

Footnote F15

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.

Footnote F16

1/48th of the shares subject to the option vested on August 15, 2022 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

Footnote F17

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.

Footnote F18

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.