Ibotta director entities sell 25,854 shares

Ibotta, Inc. director Thomas D. Lehrman reported open-market sales totaling 25,854 shares of Class A Common Stock on May 11–12.

Rhea-AI Filing Summary

Ibotta, Inc. director Thomas D. Lehrman reported open-market sales totaling 25,854 shares of Class A Common Stock on May 11–12. The transactions included indirect sales by entities LFP 2, LLC and Four Ways, LLC, as well as direct sales in Lehrman’s own holdings.

Sale prices were reported as weighted averages around the low- to mid‑$33 range per share. Following these transactions, Lehrman continues to hold substantial Class A Common Stock both directly and indirectly, including 101,413 shares in his direct account and separate indirect positions of 60,289 and 93,460 shares in the related LLCs.

Insider Trade Summary

Net Seller: 25,854 shares

Net Sell 4 txns

Insider Lehrman Thomas D

Role Director

Sold 25,854 shs ($860K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,862	$33.6069	$163K
Sale	Class A Common Stock	6,682	$32.906	$220K
Sale	Class A Common Stock	4,310	$32.9059	$142K
Sale	Class A Common Stock	10,000	$33.5171	$335K

Holdings After Transaction: Class A Common Stock — 101,413 shares (Direct); Class A Common Stock — 60,289 shares (Indirect, See footnote)

Footnotes (6)

1. F1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $33.725 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
2. F2. 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.
3. F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $34.40 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
4. F4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.75 to $33.685 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
5. F5. The shares are held by LFP 2, LLC.
6. F6. The shares are held by Four Ways, LLC.

Key Figures

Total shares sold: 25,854 shares Direct shares sold May 12: 4,862 shares Direct shares sold May 11: 10,000 shares +5 more

8 metrics

Total shares sold 25,854 shares Net open-market sales reported on May 11–12

Direct shares sold May 12 4,862 shares Class A Common Stock, open-market sale code S

Direct shares sold May 11 10,000 shares Class A Common Stock, open-market sale code S

Indirect shares sold 4,310 and 6,682 shares Sales by LFP 2, LLC and Four Ways, LLC

Weighted average sale prices $32.9059–$33.6069 per share Reported transaction prices for May 11–12 sales

Direct holdings after sales 101,413 shares Class A Common Stock held directly after May 12

Indirect holdings LFP 2, LLC 60,289 shares Class A Common Stock held indirectly after May 12

Indirect holdings Four Ways, LLC 93,460 shares Class A Common Stock held indirectly after May 12

Key Terms

open-market sale, Class A Common Stock, weighted average price, restricted stock units ("RSUs"), +1 more

5 terms

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

weighted average price financial

"The reported price in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units ("RSUs") financial

"Certain of these securities are 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.

indirect ownership financial

"direct_or_indirect: I, ownership_type: indirect"

FAQ

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

What insider transactions did Ibotta (IBTA) report in this Form 4?

Ibotta director Thomas D. Lehrman reported selling a total of 25,854 Class A Common shares in open-market transactions on May 11–12. These sales were a mix of direct holdings and indirect holdings through LFP 2, LLC and Four Ways, LLC.

At what prices were the Ibotta (IBTA) shares sold in this Form 4?

The reported Ibotta share sales used weighted average prices around $32.91–$33.61 per share. Footnotes state the actual trades occurred in multiple transactions within narrower price ranges between $32.75 and $34.40 per share.

How many Ibotta (IBTA) shares did the director sell directly versus indirectly?

The Form 4 shows direct open-market sales of 14,862 shares and indirect sales of 10,992 shares. Indirect shares are held through entities LFP 2, LLC and Four Ways, LLC, which are associated with director Thomas D. Lehrman.

How many Ibotta (IBTA) shares does the director hold after these sales?

After the reported transactions, Lehrman holds 101,413 Ibotta Class A shares directly. Indirectly, he reports 60,289 shares in LFP 2, LLC and 93,460 shares in Four Ways, LLC, according to the post-transaction balances in the Form 4.

What do the Form 4 footnotes say about Ibotta (IBTA) share sale pricing?

Footnotes explain that reported prices are weighted averages for trades executed in multiple transactions. For example, some sales occurred between $33.50 and $33.725, while others ranged from $32.75 to $34.40 per share.

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

Yes. A footnote states that certain securities are restricted stock units (RSUs), with each RSU representing a contingent right to receive one share of Ibotta’s Class A Common Stock, subject to applicable vesting schedules and conditions.

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

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Accepted by SEC EDGAR 05/13/2026 - 04:20 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)
05/11/2026

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	05/11/2026		S		10,000	D	$33.5171(1)	106,275(2)	D
Class A Common Stock	05/12/2026		S		4,862	D	$33.6069(3)	101,413(2)	D
Class A Common Stock	05/12/2026		S		6,682	D	$32.906(4)	93,460(2)	I	See footnote(5)
Class A Common Stock	05/12/2026		S		4,310	D	$32.9059(4)	60,289(2)	I	See footnote(6)

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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $33.725 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

2. 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $34.40 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.75 to $33.685 per share. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. The shares are held by LFP 2, LLC.

6. The shares are held by Four Ways, LLC.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ David T. Shapiro, by power of attorney	05/13/2026
	** 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)