Director-linked entities at Ibotta (NYSE: IBTA) sell 75,907 shares

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ibotta, Inc.75,907 shares of Class A Common Stock. The transactions were open-market sales on May 15 and May 18 at weighted average prices around $30.78–$32.11 per share.

Some shares were held indirectly through entities including LFP 2, LLC and Four Ways, LLC, while other shares were sold from direct holdings. Several trades were executed in multiple lots within stated intraday price ranges.

Positive

None.

Negative

None.

Insider Trade Summary

Net Seller: 75,907 shares ($2,362,947)

Net Sell 6 txns

Insider Lehrman Thomas D

Role null

Sold 75,907 shs ($2.36M)

Type Security Shares Price Value

Sale Class A Common Stock 12,025 $32.1063 $386K

Sale Class A Common Stock 7,763 $32.1064 $249K

Sale Class A Common Stock 25,818 $30.787 $795K

Sale Class A Common Stock 182 $31.5927 $6K

Sale Class A Common Stock 18,307 $30.7785 $563K

Sale Class A Common Stock 11,812 $30.7785 $364K

Holdings After Transaction: Class A Common Stock — 51,141 shares (Indirect, See footnote); Class A Common Stock — 62,932 shares (Direct, null)

Footnotes (1)

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.50 to $31.35 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.56 to $31.64 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.50 to $31.375 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The shares are held by LFP 2, LLC. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.36 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The shares are held by Four Ways, LLC.

Key Figures

Total shares sold: 75,907 shares May 18 sale block 1: 7,763 shares at $32.1064 May 18 sale block 2: 12,025 shares at $32.1063 +5 more

8 metrics

Total shares sold 75,907 shares Aggregate net sales reported in Form 4

May 18 sale block 1 7,763 shares at $32.1064 Indirect open-market sale on May 18, 2026

May 18 sale block 2 12,025 shares at $32.1063 Indirect open-market sale on May 18, 2026

May 15 sale block 1 11,812 shares at $30.7785 Indirect open-market sale on May 15, 2026

May 15 sale block 2 18,307 shares at $30.7785 Indirect open-market sale on May 15, 2026

May 15 direct sale small lot 182 shares at $31.5927 Direct open-market sale on May 15, 2026

May 15 direct sale block 25,818 shares at $30.7870 Direct open-market sale on May 15, 2026

Price range example $30.50–$31.375 per share Weighted average range from footnote F4

Key Terms

weighted average price, restricted stock units ("RSUs"), open-market sale, indirect ownership, +2 more

6 terms

weighted average price financial

"The reported price in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units ("RSUs") financial

"Certain of these securities are restricted stock units ("RSUs")."

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.

open-market sale financial

"transaction_action: "open-market sale" in multiple transactions."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

"direct_or_indirect: "I" with nature_of_ownership: "See footnote"."

Class A Common Stock financial

"security_title: "Class A Common Stock" for all transactions."

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.

LLC financial

"The shares are held by LFP 2, LLC and Four Ways, LLC."

A limited liability company (LLC) is a legal business structure that shields owners’ personal assets from the company’s debts and legal claims while letting the business operate with flexible management rules. For investors, an LLC matters because it changes how risk, taxes and ownership transfers work—profits often flow through to owners’ personal tax returns and liability is typically limited, so investing in an LLC is like putting a financial firewall between your personal finances and the business.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:31 PM

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^*
Lehrman Thomas D
(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)
05/15/2026 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 05/15/2026 S 25,818 D $30.787⁽¹⁾ 62,932⁽²⁾ D
Class A Common Stock 05/15/2026 S 182 D $31.5927⁽³⁾ 62,750⁽²⁾ D
Class A Common Stock 05/15/2026 S 18,307 D $30.7785⁽⁴⁾ 63,166⁽²⁾ I See footnote⁽⁵⁾
Class A Common Stock 05/18/2026 S 12,025 D $32.1063⁽⁶⁾ 51,141⁽²⁾ I See footnote⁽⁵⁾
Class A Common Stock 05/15/2026 S 11,812 D $30.7785⁽⁴⁾ 40,744⁽²⁾ I See footnote⁽⁷⁾
Class A Common Stock 05/18/2026 S 7,763 D $32.1064⁽⁶⁾ 32,981⁽²⁾ I See footnote⁽⁷⁾
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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.50 to $31.35 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
2. 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.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.56 to $31.64 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.50 to $31.375 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
5. The shares are held by LFP 2, LLC.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.36 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
7. The shares are held by Four Ways, LLC.
Remarks:
/s/ David T. Shapiro, by power of attorney 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Ibotta (IBTA) report in this Form 4?

Ibotta reported that entities associated with director Thomas D. Lehrman sold 75,907 shares of Class A Common Stock in open-market transactions. The sales occurred over two trading days and involved both direct and indirect holdings.

How many Ibotta (IBTA) shares were sold and on which dates?

A total of 75,907 Ibotta Class A Common Stock shares were sold. The transactions took place on May 15 and May 18, 2026, across six separate open-market sale entries reported in the Form 4.

What prices were received for the Ibotta (IBTA) shares sold?

The reported weighted average sale prices ranged from about $30.78 to $32.11 per share. Footnotes note actual trades occurred in multiple lots within narrower ranges, such as $30.50–$31.375 and $32.00–$32.36 per share.

Were the Ibotta (IBTA) sales made from direct or indirect holdings?

The Form 4 shows sales from both direct and indirect holdings. Some shares were sold from direct ownership, while others were held indirectly through entities, including LFP 2, LLC and Four Ways, LLC, as referenced in the footnotes.

What role does Thomas D. Lehrman have at Ibotta (IBTA)?

Thomas D. Lehrman is identified in the Form 4 as a director of Ibotta, Inc. The reported transactions involve shares held directly and through entities associated with him, including LFP 2, LLC and Four Ways, LLC, according to the filing’s ownership details.

Does the Ibotta (IBTA) Form 4 mention restricted stock units (RSUs)?

Yes. A footnote explains that certain securities are restricted stock units, each representing a contingent right to receive one share of Ibotta Class A Common Stock, subject to the applicable vesting schedule and other conditions specified for each RSU grant.

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	12,025	$32.1063	$386K
Sale	Class A Common Stock	7,763	$32.1064	$249K
Sale	Class A Common Stock	25,818	$30.787	$795K
Sale	Class A Common Stock	182	$31.5927	$6K
Sale	Class A Common Stock	18,307	$30.7785	$563K
Sale	Class A Common Stock	11,812	$30.7785	$364K

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2026		S		25,818	D	$30.787⁽¹⁾	62,932⁽²⁾	D
Class A Common Stock	05/15/2026		S		182	D	$31.5927⁽³⁾	62,750⁽²⁾	D
Class A Common Stock	05/15/2026		S		18,307	D	$30.7785⁽⁴⁾	63,166⁽²⁾	I	See footnote⁽⁵⁾
Class A Common Stock	05/18/2026		S		12,025	D	$32.1063⁽⁶⁾	51,141⁽²⁾	I	See footnote⁽⁵⁾
Class A Common Stock	05/15/2026		S		11,812	D	$30.7785⁽⁴⁾	40,744⁽²⁾	I	See footnote⁽⁷⁾
Class A Common Stock	05/18/2026		S		7,763	D	$32.1064⁽⁶⁾	32,981⁽²⁾	I	See footnote⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

	/s/ David T. Shapiro, by power of attorney	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)