Ibotta (IBTA) CEO Bryan Leach converts and gifts 60,000 Class A shares

Rhea-AI Filing Summary

Ibotta, Inc. director and CEO Bryan Leach reported several equity movements involving Class A and Class B common stock. On March 2, 2026, he converted 60,000 shares of Class B Common Stock into 60,000 shares of Class A Common Stock at no cost, at his election. He then made a bona fide gift of 60,000 Class A shares, transferring 20,000 shares each to his mother, niece, and nephew, with these gifts described as exempt from Section 16(b) by Rule 16b-5. Following these transactions, he held 885,122 Class A shares directly and continued to hold Class B shares both directly and indirectly through trusts where his spouse serves as trustee. The filing also notes that certain securities are restricted stock units representing the right to receive Class A shares upon vesting.

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^*

Leach Bryan

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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(1)	03/02/2026		C(2)		60,000	A	$0	945,122(3)	D
Class A Common Stock	03/02/2026		G(2)		60,000	D	$0	885,122(3)	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
Class B Common Stock	(4)	03/02/2026		C(2)			60,000	(4)	(4)	Class A Common Stock	60,000	$0	2,258,424	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	364,500(4)		364,500	I	See footnote(5)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	364,500(4)		364,500	I	See footnote(6)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	45,000(4)		45,000	I	See footnote(7)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	45,000(4)		45,000	I	See footnote(8)

Explanation of Responses:

1. Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of, and at no cost to, the reporting person.

2. On March 2, 2026, the reporting person converted 60,000 shares of Class B Common Stock into a like number of shares of Class A Common Stock and gifted (i) 20,000 of such shares of Class A Common Stock to his mother, (ii) 20,000 of such shares of Class A Common Stock to his niece, and (iii) 20,000 of such shares of Class A Common Stock to his nephew. The gift transactions are exempt from Section 16(b) by virtue of Rule 16b-5 promulgated under the Securities Act of 1933, as amended.

3. 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.

4. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a 1-for-1 basis at no cost, at any time, at the election of the holder.

5. By Spouse as Trustee for the Elysian 2021 Legacy Trust u/a/d May 11, 2021.

6. By Spouse as Trustee for the Orion 2021 Legacy Trust u/a/d May 11, 2021.

7. By Spouse as Trustee for the Elysian 2024 GST Trust u/a/d March 20, 2024.

8. By Spouse as Trustee for the Orion 2024 GST Trust u/a/d March 20, 2024.

Remarks:

	/s/ David T. Shapiro, by power of attorney	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Ibotta (IBTA) CEO Bryan Leach report?

Bryan Leach reported converting 60,000 shares of Class B Common Stock into 60,000 Class A shares, then gifting those 60,000 Class A shares to family members. These movements were reported as a derivative conversion followed by bona fide gifts.

How many Ibotta (IBTA) shares did Bryan Leach gift and to whom?

He gifted 60,000 Class A Common shares in total, with 20,000 shares each to his mother, niece, and nephew. The filing describes these as bona fide gifts exempt from Section 16(b) under Rule 16b-5.

What share conversion did Bryan Leach execute in this Ibotta (IBTA) Form 4?

He converted 60,000 shares of Class B Common Stock into 60,000 shares of Class A Common Stock on a 1‑for‑1 basis at no cost. The conversion occurred at his election, as permitted for Ibotta’s dual‑class structure.

What are Bryan Leach’s direct Class A holdings in Ibotta (IBTA) after these transactions?

After the reported transactions, Bryan Leach directly held 885,122 shares of Ibotta Class A Common Stock. This figure reflects the 60,000-share Class B-to-A conversion and the subsequent 60,000-share gift disposition to his family members.

How does Bryan Leach hold Class B Ibotta (IBTA) shares indirectly?

Some Class B Common Stock is held indirectly through trusts where his spouse acts as trustee, including the Elysian 2021 Legacy Trust, Orion 2021 Legacy Trust, Elysian 2024 GST Trust, and Orion 2024 GST Trust, as identified in the filing’s footnotes.

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

Yes. The filing notes that certain reported securities are restricted stock units, each RSU representing a contingent right to receive one share of Ibotta’s Class A Common Stock, subject to applicable vesting schedules and conditions for each RSU award.