Ibotta (IBTA) CLO has shares withheld to cover taxes on vested RSUs

Rhea-AI Filing Summary

Ibotta, Inc. Chief Legal Officer David T. Shapiro reported a Form 4 transaction involving Class A Common Stock tied to restricted stock units (RSUs). A total of 6,820 shares were disposed of at a price of $24.97 per share through tax withholding by the company in connection with the vesting and net settlement of previously reported RSUs, rather than an open-market sale. Following this tax-withholding disposition, Shapiro directly holds 234,214 shares of Ibotta Class A Common Stock, some of which represent RSUs that each convert into one share upon satisfying vesting conditions.

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

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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 CO 80202

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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

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

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

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	03/01/2026		F(1)		6,820	D	$24.97	234,214(2)	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. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock units ("RSUs").

2. 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:

	/s/ David T. Shapiro	03/03/2026
	** 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.

FAQ

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

Ibotta reported that Chief Legal Officer David T. Shapiro had 6,820 Class A shares withheld to cover taxes on vested RSUs. This was a tax-withholding disposition, not an open-market sale, and reflects settlement of previously reported restricted stock units.

Was the Ibotta (IBTA) Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 6,820 shares were withheld by Ibotta to satisfy income tax and withholding obligations arising from the vesting and settlement of previously reported restricted stock units, according to the filing’s footnote.

How many Ibotta (IBTA) shares does David T. Shapiro hold after the reported transaction?

After the tax-withholding disposition, David T. Shapiro directly holds 234,214 shares of Ibotta Class A Common Stock. The filing notes that certain of these securities are RSUs, each representing a contingent right to receive one share upon meeting vesting conditions.

What does the Form 4 say about RSUs held by David T. Shapiro at Ibotta (IBTA)?

The Form 4 explains that certain securities are restricted stock units (RSUs), with each RSU representing a contingent right to receive one share of Ibotta Class A Common Stock. RSUs convert into shares only if their specific vesting schedules and conditions are satisfied.

At what price were the Ibotta (IBTA) shares valued in the tax-withholding transaction?

The 6,820 Ibotta Class A Common Stock shares used for tax withholding were valued at $24.97 per share. This price is used in the Form 4 to calculate the value of shares withheld to satisfy income tax and related remittance obligations on vested RSUs.

Does the Ibotta (IBTA) Form 4 indicate any additional purchases or sales by David T. Shapiro?

The Form 4 reflects a single tax-withholding disposition of 6,820 shares related to RSU vesting. It does not report any separate open-market purchases or sales by David T. Shapiro beyond this withholding to cover income tax obligations.