Ibotta (IBTA) CLO has shares withheld to cover RSU tax obligations

Rhea-AI Filing Summary

Ibotta, Inc. chief legal officer David T. Shapiro reported a routine share withholding tied to equity compensation. On the vesting and net settlement of previously reported restricted stock units, the company withheld 6,821 shares of Class A common stock at $34.25 per share to cover income tax obligations. After this tax-withholding disposition, Shapiro directly holds 228,425 shares of Class A common stock. The filing clarifies this was not an open-market sale, but an administrative step related to RSU vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shapiro David T

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	6,821	$34.25	$234K

Holdings After Transaction: Class A Common Stock — 228,425 shares (Direct, null)

Footnotes (1)

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"). 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

Tax-withheld shares: 6,821 shares Withholding price: $34.25 per share Post-transaction holdings: 228,425 shares +1 more

4 metrics

Tax-withheld shares 6,821 shares Class A common stock withheld for income tax obligations

Withholding price $34.25 per share Price applied to tax-withholding disposition of Class A shares

Post-transaction holdings 228,425 shares Class A common stock directly held after withholding

Insider role Chief Legal Officer Officer title of reporting person David T. Shapiro

Key Terms

restricted stock units ("RSUs"), net settlement, withheld by the Issuer, contingent right

4 terms

restricted stock units ("RSUs") financial

"in connection with the vesting and net settlement of previously reported 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.

net settlement financial

"in connection with the vesting and net settlement of previously reported restricted stock units"

withheld by the Issuer financial

"represents shares that have been withheld by the Issuer to satisfy its income tax"

contingent right financial

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

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Form 4 Insider Transactions: What Each Field Means →

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)
06/01/2026

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	06/01/2026		F(1)		6,821	D	$34.25	228,425(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	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Ibotta’s chief legal officer David T. Shapiro reported a tax-related share disposition. The company withheld 6,821 Class A shares to cover income tax obligations arising from vesting restricted stock units, rather than an open-market sale or discretionary trade.

Was the Ibotta (IBTA) Form 4 transaction an insider sale of shares?

No, the Form 4 explicitly states it was not a sale. The 6,821 Class A shares were withheld by Ibotta to satisfy income tax and withholding obligations connected to the vesting and settlement of restricted stock units previously granted.

How many Ibotta (IBTA) shares does David T. Shapiro hold after this Form 4?

Following the tax-withholding transaction, David T. Shapiro directly holds 228,425 shares of Ibotta Class A common stock. This figure reflects his position after 6,821 shares were withheld to meet tax obligations related to restricted stock unit vesting.

What price per share was used in the Ibotta (IBTA) tax-withholding transaction?

The tax-withholding disposition used a price of $34.25 per share for Ibotta Class A common stock. This price applies to the 6,821 shares withheld by the company to satisfy income tax and withholding requirements on vested restricted stock units.

What are RSUs mentioned in the Ibotta (IBTA) Form 4 footnotes?

The footnotes explain that certain securities are restricted stock units, or RSUs. Each RSU represents a contingent right to receive one share of Ibotta Class A common stock, subject to the specific vesting schedule and conditions attached to each individual RSU grant.

Does the Ibotta (IBTA) Form 4 indicate remaining unvested RSUs for David T. Shapiro?

The Form 4 notes that certain securities are RSUs, each equal to one Class A share upon vesting. It does not detail a remaining derivative option position, and the derivative summary section is empty in this particular filing excerpt.