KDT Ibotta Holdings, LLC - 17 Apr 2024 Form 3 Insider Report for Ibotta, Inc. (IBTA)

Footnote F1

The common stock, par value $0.00001 per share ("Common Stock"), of Ibotta, Inc. (the "Issuer") will automatically be 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 in connection with the consummation of the Issuer's initial public offering ("IPO").

Footnote 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.

Footnote F3

Each share of Series D redeemable convertible preferred stock par value $0.00001 per share ("Series D Preferred Stock") of the Issuer is convertible into Common Stock at any time at the option of the holder and will automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date.

Footnote F4

The Convertible Unsecured Subordinated Promissory Note was initially issued on March 24, 2022 and contained various predetermined and automatic adjustment provisions contingent upon the occurrence of specified events. As a result of the IPO pricing, the ultimate conversion price became fixed at $63.80, contingent upon closing of the IPO.

Footnote F5

The principal amount of the Convertible Unsecured Subordinated Promissory Note (together with accrued interest thereon) will convert concurrently with the closing of the IPO into shares of Class A Common Stock at a conversion price equal to $63.80. The Convertible Unsecured Subordinated Promissory Note has a maturity date of March 24, 2027. The number of shares reported in Column 3 represents the principal amount of $69,450,000 (together with accrued interest thereon) divided by the conversion price.