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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Ibotta, Inc. (Name of Issuer) |
Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) |
451051106 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 451051106 |
| 1 | Names of Reporting Persons
Sumitomo Mitsui Trust Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,279,895.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, FI |
SCHEDULE 13G
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| CUSIP No. | 451051106 |
| 1 | Names of Reporting Persons
Amova Asset Management Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,279,655.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC, FI |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Ibotta, Inc. | |
| (b) | Address of issuer's principal executive offices:
1801 California Street, Suite 400, Denver, CO, 80202 | |
| Item 2. | ||
| (a) | Name of person filing:
Sumitomo Mitsui Trust Group, Inc.
Amova Asset Management Co., Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Sumitomo Mitsui Trust Group, Inc.:1-4-1 Marunouchi, Chiyoda-ku, Tokyo 100-8233, Japan
Amova Asset Management Co., Ltd.: Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo 107-6242, Japan | |
| (c) | Citizenship:
Sumitomo Mitsui Trust Group, Inc.: Japan
Amova Asset Management Co., Ltd.: Japan | |
| (d) | Title of class of securities:
Class A Common Stock, $0.00001 par value per share | |
| (e) | CUSIP No.:
451051106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Parent Holding Company | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,279,895 | |
| (b) | Percent of class:
5.1% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Sumitomo Mitsui Trust Group, Inc.: 0
Amova Asset Management Co., Ltd.: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Sumitomo Mitsui Trust Group, Inc.: 1,279,895
Amova Asset Management Co., Ltd.: 1,279,655 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Sumitomo Mitsui Trust Group, Inc.: 1,279,895
Amova Asset Management Co., Ltd.: 1,279,655 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities being reported on by each of Sumitomo Mitsui Trust Group, Inc.(which is classified as a parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G) , as a non-U.S. institution in accordance with ss. 240.13d-1(b)(1)(ii)(J) and as Group, in accordance with ss. 240.13d-1(b)(1)(ii)(K)) and Amova Asset Management Co., Ltd. (before 20250901, known as, Nikko Asset Management Co., Ltd.) (which is classified as a parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G) ,as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J)) ,as parent holding companies, are owned, or may be deemed to be beneficially owned, by their subsidiary Amova Asset Management Americas, Inc., (before 20250901, known as, Nikko Asset Management Americas, Inc.,) (which is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)). In addition, part of the class of securities being reported on by Sumitomo Mitsui Trust Group, Inc , as parent holding company, is owned, or may be deemed to be beneficially owned, by its subsidiary Sumitomo Mitsui Trust Asset Management Co., Ltd..(which is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J)). | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The securities being reported on by each of Sumitomo Mitsui Trust Group, Inc.(which is classified as a parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G) , as a non-U.S. institution in accordance with ss. 240.13d-1(b)(1)(ii)(J) and as Group, in accordance with ss. 240.13d-1(b)(1)(ii)(K)) and Amova Asset Management Co., Ltd. (before 20250901, known as, Nikko Asset Management Co., Ltd.) (which is classified as a parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G) ,as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J)) ,as parent holding companies, are owned, or may be deemed to be beneficially owned, by their subsidiary Amova Asset Management Americas, Inc., (before 20250901, known as, Nikko Asset Management Americas, Inc.,) (which is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)). In addition, part of the class of securities being reported on by Sumitomo Mitsui Trust Group, Inc , as parent holding company, is owned, or may be deemed to be beneficially owned, by its subsidiary Sumitomo Mitsui Trust Asset Management Co., Ltd..(which is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J)). | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The securities being reported on by each of Sumitomo Mitsui Trust Group, Inc.(which is classified as a parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G) , as a non-U.S. institution in accordance with ss. 240.13d-1(b)(1)(ii)(J) and as Group, in accordance with ss. 240.13d-1(b)(1)(ii)(K)) and Amova Asset Management Co., Ltd. (before 20250901, known as, Nikko Asset Management Co., Ltd.) (which is classified as a parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G) ,as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J)) ,as parent holding companies, are owned, or may be deemed to be beneficially owned, by their subsidiary Amova Asset Management Americas, Inc., (before 20250901, known as, Nikko Asset Management Americas, Inc.,) (which is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)). In addition, part of the class of securities being reported on by Sumitomo Mitsui Trust Group, Inc , as parent holding company, is owned, or may be deemed to be beneficially owned, by its subsidiary Sumitomo Mitsui Trust Asset Management Co., Ltd..(which is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J)). | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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