Ibotta, Inc. Insider Trading Activity

Sheppard Valarie L reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Sheppard Valarie L reported acquisition or exercise transactions in this Form 4 filing.

Ibotta, Inc. director Valarie L. Sheppard received a grant of 5,988 restricted stock units (RSUs) tied to Class A Common Stock as an annual director equity award under the company’s Outside Director Compensation Policy. These RSUs vest fully on the earlier of May 19, 2027 or the day before the next annual shareholder meeting, subject to her continued service. Following this award, she holds 35,631 shares/RSUs directly.

Insider Trade Summary

Grant/Award: 5,988 shares

Grant/Award 1 txn

Insider Sheppard Valarie L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	5,988	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 35,631 shares (Direct)

Footnotes (3)

1. F1. The restricted stock units ("RSUs") will vest fully on the earlier of (i) May 19, 2027, or (ii) the day prior to the date of the Issuer's next annual meeting of shareholders, subject to Reporting Person's continuous service through such date.
2. F2. This RSU award was issued to the Reporting Person pursuant to Issuer's Outside Director Compensation Policy as an annual director equity grant.
3. F3. Certain of these securities are 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

RSU grant size: 5,988 RSUs Post-grant holdings: 35,631 shares/RSUs Vesting date: May 19, 2027

3 metrics

RSU grant size 5,988 RSUs Annual director equity award to Valarie L. Sheppard

Post-grant holdings 35,631 shares/RSUs Direct holdings after the RSU award

Vesting date May 19, 2027 Latest possible full vesting date for the RSUs

Key Terms

restricted stock units ("RSUs"), Outside Director Compensation Policy, annual director equity grant, Class A Common Stock

4 terms

restricted stock units ("RSUs") financial

"The restricted stock units ("RSUs") will vest fully on the earlier of"

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.

Outside Director Compensation Policy financial

"issued to the Reporting Person pursuant to Issuer's Outside Director Compensation Policy"

annual director equity grant financial

"pursuant to Issuer's Outside Director Compensation Policy as an annual director equity grant"

Class A Common Stock financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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

What insider transaction did Ibotta (IBTA) disclose for Valarie L. Sheppard?

Ibotta disclosed that director Valarie L. Sheppard received 5,988 restricted stock units as an equity grant. The RSUs represent a contingent right to receive the same number of Class A Common Stock shares, awarded under the company’s Outside Director Compensation Policy.

When do Valarie L. Sheppard’s 5,988 RSUs at Ibotta (IBTA) vest?

The 5,988 RSUs will vest fully on the earlier of May 19, 2027, or the day prior to Ibotta’s next annual shareholder meeting. Vesting is conditioned on Sheppard’s continuous service on the board through the applicable vesting date.

What does each RSU granted to Valarie L. Sheppard by Ibotta (IBTA) represent?

Each restricted stock unit granted to Valarie L. Sheppard represents a contingent right to receive one share of Ibotta’s Class A Common Stock. Delivery of shares depends on satisfying the RSU vesting schedule and other conditions specified in the award terms.

How many Ibotta (IBTA) shares does Valarie L. Sheppard hold after this RSU grant?

After the RSU grant, Valarie L. Sheppard is reported as directly holding 35,631 shares or RSUs of Ibotta’s Class A Common Stock. This figure reflects her ownership position immediately following the 5,988-unit equity award described in the Form 4.

Why did Ibotta (IBTA) grant 5,988 RSUs to director Valarie L. Sheppard?

The 5,988 RSUs were issued to Valarie L. Sheppard as an annual director equity grant. The award was made pursuant to Ibotta’s Outside Director Compensation Policy, which provides stock-based compensation to non-employee directors for their board service.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:33 PM EDT 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^*

Sheppard Valarie L

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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	05/19/2026		A		5,988(1)(2)	A	$0	35,631(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 restricted stock units ("RSUs") will vest fully on the earlier of (i) May 19, 2027, or (ii) the day prior to the date of the Issuer's next annual meeting of shareholders, subject to Reporting Person's continuous service through such date.

2. This RSU award was issued to the Reporting Person pursuant to Issuer's Outside Director Compensation Policy as an annual director equity grant.

3. Certain of these securities are 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:

Exhibit 24 - Power of Attorney

	/s/ David T. Shapiro, by power of attorney	05/21/2026
	** 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)