Ibotta director granted 5,988 RSUs in stock award

Lehrman Thomas D reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Lehrman Thomas D reported acquisition or exercise transactions in this Form 4 filing.

Ibotta, Inc. director Thomas D. Lehrman reported an equity compensation grant in the form of restricted stock units tied to Class A Common Stock. He received 5,988 RSUs, each representing one share, at a price of $0.00 per unit as a grant or award.

The RSUs will vest fully on the earlier of May 19, 2027 or the day before Ibotta’s next annual shareholder meeting, contingent on his continued service. Following this award, Lehrman directly holds 68,738 shares of Class A Common Stock and has additional indirect holdings through LFP 2, LLC and Four Ways, LLC, where he has voting and investment control.

Insider Trade Summary

Grant/Award: 5,988 shares

Grant/Award 3 txns

Insider Lehrman Thomas D

Role Director

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

Holdings After Transaction: Class A Common Stock — 68,738 shares (Direct); Class A Common Stock — 84,122 shares (Indirect, See footnote)

Footnotes (5)

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.
4. F4. The shares are held by LFP 2, LLC, of which the Reporting Person is a member and has voting and investment control.
5. F5. The shares are held by Four Ways, LLC, of which the Reporting Person is a member and has voting and investment control.

Key Figures

RSU grant size: 5,988 RSUs Grant price per RSU: $0.00 per unit Direct shares after grant: 68,738 shares +3 more

6 metrics

RSU grant size 5,988 RSUs Annual director equity grant on May 19, 2026

Grant price per RSU $0.00 per unit Non-cash restricted stock unit award

Direct shares after grant 68,738 shares Class A Common Stock held directly after RSU award

Indirect holding LFP 2, LLC 32,981 shares Class A Common Stock held indirectly through LFP 2, LLC

Indirect holding Four Ways, LLC 51,141 shares Class A Common Stock held indirectly through Four Ways, LLC

RSU vesting date May 19, 2027 Latest possible full vesting date, subject to earlier annual meeting

Key Terms

restricted stock units ("RSUs"), Outside Director Compensation Policy, contingent right, voting and investment control, +1 more

5 terms

restricted stock units ("RSUs") financial

"The restricted stock units ("RSUs") will vest fully on the earlier of (i) May 19, 2027..."

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

"This RSU award was issued to the Reporting Person pursuant to Issuer's Outside Director Compensation Policy..."

contingent right financial

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

voting and investment control financial

"The shares are held by LFP 2, LLC, of which the Reporting Person is a member and has voting and investment control."

beneficial ownership financial

"Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What did Ibotta (IBTA) director Thomas D. Lehrman report on this Form 4?

He reported an equity compensation grant of 5,988 restricted stock units tied to Ibotta Class A Common Stock. The grant is recorded as a non-cash award at $0.00 per unit, increasing his direct share position as part of director compensation.

How many Ibotta (IBTA) shares does Thomas D. Lehrman hold after this grant?

After the grant, he directly holds 68,738 shares of Ibotta Class A Common Stock. The filing also shows separate indirect positions held through LFP 2, LLC and Four Ways, LLC, entities where he has voting and investment control.

When do Thomas D. Lehrman’s new Ibotta (IBTA) RSUs vest?

The 5,988 RSUs vest fully on the earlier of May 19, 2027 or the day before Ibotta’s next annual shareholder meeting. Vesting is conditioned on Lehrman’s continuous service with the company through the applicable vesting date.

What are the terms of the 5,988 RSUs reported for Ibotta (IBTA)?

Each RSU represents a contingent right to receive one share of Ibotta Class A Common Stock. The units were granted at a price of $0.00 per share and are subject to the vesting schedule and conditions described in the company’s RSU agreements.

Why did Ibotta (IBTA) grant RSUs to director Thomas D. Lehrman?

The RSU award was issued under Ibotta’s Outside Director Compensation Policy as an annual director equity grant. This structure aligns director compensation with shareholder interests by tying part of his compensation to Ibotta’s Class A Common Stock.

How are Thomas D. Lehrman’s indirect Ibotta (IBTA) holdings structured?

Indirect shares are held through LFP 2, LLC and Four Ways, LLC. The filing states Lehrman is a member of each LLC and has voting and investment control over the shares, so these positions are reported as indirect beneficial ownership.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:37 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^*

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)
05/19/2026

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	68,738(3)	D
Class A Common Stock								51,141	I	See footnote(4)
Class A Common Stock								32,981	I	See footnote(5)

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.

4. The shares are held by LFP 2, LLC, of which the Reporting Person is a member and has voting and investment control.

5. The shares are held by Four Ways, LLC, of which the Reporting Person is a member and has voting and investment control.

Remarks:

	/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)