Ibotta CLO acquires shares via ESPP grant

Ibotta, Inc.’s chief legal officer David T. Shapiro acquired 1,032 shares of Class A Common Stock at $20.58 per share.

Rhea-AI Filing Summary

Ibotta, Inc.’s chief legal officer David T. Shapiro acquired 1,032 shares of Class A Common Stock at $20.58 per share. The shares were purchased through the company’s 2024 Employee Stock Purchase Plan for an offering period running from November 17, 2025 through May 15, 2026.

The ESPP purchase was completed on the Exercise Date of May 15, 2026 and is exempt under Rule 16b-3(c). Following this routine employee-plan transaction, Shapiro directly holds 235,246 shares of Ibotta Class A Common Stock.

Insider Trade Summary

Grant/Award: 1,032 shares

Grant/Award 1 txn

Insider Shapiro David T

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	1,032	$20.58	$21K

Holdings After Transaction: Class A Common Stock — 235,246 shares (Direct)

Footnotes (3)

1. F1. The reporting person is voluntarily reporting the acquisition of shares of the issuer's Class A Common Stock pursuant to the Ibotta, Inc. 2024 Employee Stock Purchase Plan (the "ESPP"), for the ESPP purchase period of November 17, 2025 through May 15, 2026. This transaction is also exempt pursuant to Rule 16b-3(c) promulgated pursuant to the Securities Exchange Act of 1934.
2. F2. The relevant Offering Period (as defined in the ESPP) ended, and the shares were acquired on the Exercise Date (as defined in the ESPP) of May 15, 2026.
3. F3. Certain of 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.

Key Figures

ESPP shares acquired: 1,032 shares ESPP purchase price: $20.58 per share Shares owned after transaction: 235,246 shares

3 metrics

ESPP shares acquired 1,032 shares Class A Common Stock acquired on May 15, 2026

ESPP purchase price $20.58 per share Price per share for ESPP acquisition

Shares owned after transaction 235,246 shares Direct holdings following ESPP acquisition

Key Terms

Employee Stock Purchase Plan, Rule 16b-3(c), restricted stock units ("RSUs"), Exercise Date

4 terms

Employee Stock Purchase Plan financial

"shares of the issuer's Class A Common Stock pursuant to the Ibotta, Inc. 2024 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3(c) regulatory

"This transaction is also exempt pursuant to Rule 16b-3(c) promulgated pursuant to the Securities Exchange Act of 1934"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

restricted stock units ("RSUs") financial

"Certain of these securities are restricted stock units ("RSUs"). Each RSU represents a contingent right"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Exercise Date financial

"the shares were acquired on the Exercise Date (as defined in the ESPP) of May 15, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Ibotta (IBTA) report for David T. Shapiro?

Ibotta reported that chief legal officer David T. Shapiro acquired 1,032 Class A shares. The shares were obtained through the company’s 2024 Employee Stock Purchase Plan as part of a scheduled purchase period ending May 15, 2026, rather than an open-market trade.

How many Ibotta (IBTA) shares did David T. Shapiro acquire and at what price?

David T. Shapiro acquired 1,032 shares of Ibotta Class A Common Stock at a price of $20.58 per share. The acquisition occurred through the 2024 Employee Stock Purchase Plan on the Exercise Date of May 15, 2026, as described in the filing footnotes.

What is David T. Shapiro’s Ibotta (IBTA) share ownership after this Form 4 transaction?

After the ESPP purchase, David T. Shapiro directly holds 235,246 shares of Ibotta Class A Common Stock. This total reflects his position immediately following the acquisition of 1,032 shares through the 2024 Employee Stock Purchase Plan on May 15, 2026.

Was the Ibotta (IBTA) insider transaction a market purchase or part of an employee plan?

The transaction was part of Ibotta’s 2024 Employee Stock Purchase Plan, not an open-market buy. Shares were acquired for the ESPP offering period from November 17, 2025 through May 15, 2026 and settled on the May 15, 2026 Exercise Date.

Is the Ibotta (IBTA) ESPP transaction for David T. Shapiro considered exempt under SEC rules?

Yes, the filing states the ESPP acquisition is exempt under Rule 16b-3(c) of the Securities Exchange Act. This exemption typically applies to transactions under issuer-approved compensation plans, such as employee stock purchase plans or equity award programs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:28 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shapiro David T

(Last) (First) (Middle)

C/O IBOTTA, INC.

1400 16TH STREET, SUITE 600

(Street)

DENVER COLORADO 80202

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ibotta, Inc. [ IBTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF LEGAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Class A Common Stock(1)	05/15/2026(2)		A		1,032	A	$20.58	235,246(3)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of shares of the issuer's Class A Common Stock pursuant to the Ibotta, Inc. 2024 Employee Stock Purchase Plan (the "ESPP"), for the ESPP purchase period of November 17, 2025 through May 15, 2026. This transaction is also exempt pursuant to Rule 16b-3(c) promulgated pursuant to the Securities Exchange Act of 1934.

2. The relevant Offering Period (as defined in the ESPP) ended, and the shares were acquired on the Exercise Date (as defined in the ESPP) of May 15, 2026.

3. Certain of 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.

Remarks:

	/s/ David T. Shapiro	05/19/2026
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)