Ibotta CLO has 6,821 shares withheld for taxes

Ibotta’s chief legal officer had shares withheld to cover taxes on RSU vesting, leaving a direct holding of 221,604 shares.

Rhea-AI Filing Summary

Ibotta, Inc. (IBTA) reported that chief legal officer David T. Shapiro had 6,821 shares of Class A Common Stock withheld on September 1, 2026 to pay income tax and withholding obligations related to the vesting and net settlement of previously reported restricted stock units. The filing specifies this is not a market sale. After this tax-withholding disposition, Shapiro directly holds 221,604 shares of Class A Common Stock, some of which are in the form of RSUs that each represent a contingent right to receive one share, subject to vesting conditions.

Insider Trade Summary

Tax Withholding: 6,821 shares

Tax Withholding 1 txn

Insider Shapiro David T

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	6,821	$37.21	$254K

Holdings After Transaction: Class A Common Stock — 221,604 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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

Shares withheld for tax: 6,821 shares Withholding price per share: $37.21 per share Shares held after transaction: 221,604 shares +2 more

5 metrics

Shares withheld for tax 6,821 shares Class A Common Stock withheld on September 1, 2026 to satisfy tax and withholding obligations upon RSU vesting

Withholding price per share $37.21 per share Value used for the 6,821 Class A Common Stock shares withheld for tax obligations

Shares held after transaction 221,604 shares Direct holdings of Ibotta Class A Common Stock by David T. Shapiro following the September 1, 2026 transaction

Code F transaction shares 6,821 shares Shares delivered or withheld for payment of income tax and withholding obligations related to RSU vesting

Exercise price or tax liability transactions 1 transaction Count of Form 4 transactions classified as payment of exercise price or tax liability

Key Terms

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

4 terms

restricted stock units ("RSUs") financial

"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"

contingent right financial

"Each RSU represents a contingent right to receive one share"

withheld by the Issuer financial

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

FAQ

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

Ibotta reported that David T. Shapiro had 6,821 shares of Class A Common Stock withheld on September 1, 2026 to satisfy income tax and withholding obligations tied to vesting and net settlement of previously reported RSUs, which is explicitly described as not a sale.

Was the September 1, 2026 IBTA insider transaction a sale of shares?

No. The filing states the transaction is not a sale of shares by David T. Shapiro. The 6,821 shares of Class A Common Stock were withheld by Ibotta to satisfy income tax, withholding, and remittance obligations in connection with RSU vesting and net settlement.

How many IBTA shares does David T. Shapiro hold after this transaction?

After the September 1, 2026 tax-withholding transaction, David T. Shapiro directly holds 221,604 shares of Ibotta’s Class A Common Stock. The filing notes that certain of these securities are RSUs, each representing a contingent right to receive one share, subject to vesting.

What price per share is associated with the IBTA tax-withholding transaction?

The tax-withholding disposition of 6,821 shares of Ibotta Class A Common Stock is reported at $37.21 per share. This price applies to the shares withheld by the issuer to cover income tax and withholding obligations related to the vesting of RSUs.

Were any Rule 10b5-1 trading plans involved in this IBTA Form 4?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not marked, and the footnotes describe the event solely as shares withheld by the issuer to satisfy tax and withholding obligations upon RSU vesting, without reference to any trading plan.

What are the RSUs mentioned in David T. Shapiro’s IBTA holdings?

The filing explains that certain of David T. Shapiro’s securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Ibotta’s Class A Common Stock, subject to the applicable vesting schedule and other conditions of each RSU.

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Available on EDGAR 09/03/2026 - 05:29 PM Accepted by SEC EDGAR 09/03/2026 - 05:26 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)
09/01/2026

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	09/01/2026		F(1)		6,821	D	$37.21	221,604(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	09/03/2026
	** 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)