Ibotta director receives 5,988-share RSU award

SONSINI LARRY W reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SONSINI LARRY W reported acquisition or exercise transactions in this Form 4 filing.

Ibotta, Inc. director Larry W. Sonsini received a grant of 5,988 restricted stock units (RSUs) of Class A Common Stock as an annual director equity award under the company’s Outside Director Compensation Policy. Each RSU represents a right to receive one share, subject to vesting. The RSUs vest fully on the earlier of May 19, 2027 or the day prior to the company’s next annual shareholder meeting, provided he continues to serve through that date. Following this grant, he directly holds 104,814 Class A shares, and 1,569 additional shares are held indirectly by his spouse.

Insider Trade Summary

Grant/Award: 5,988 shares

Grant/Award 2 txns

Insider SONSINI LARRY W

Role Director

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

Holdings After Transaction: Class A Common Stock — 104,814 shares (Direct); Class A Common Stock — 1,569 shares (Indirect, See footnote)

Footnotes (4)

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 the Reporting Person's spouse.

Key Figures

RSU grant size: 5,988 RSUs Direct holdings after grant: 104,814 shares Indirect holdings: 1,569 shares +1 more

4 metrics

RSU grant size 5,988 RSUs Annual director equity grant of Class A Common Stock

Direct holdings after grant 104,814 shares Class A Common Stock directly owned after RSU award

Indirect holdings 1,569 shares Class A Common Stock held by spouse, reported as indirect ownership

RSU vesting date May 19, 2027 Latest possible full vesting date for the 5,988 RSUs

Key Terms

restricted stock units ("RSUs"), Outside Director Compensation Policy, Class A Common Stock

3 terms

restricted stock units ("RSUs") financial

"The restricted stock units ("RSUs") will vest fully on the earlier of..."

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..."

Class A Common Stock financial

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

FAQ

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

What did Ibotta (IBTA) director Larry Sonsini receive in this Form 4 filing?

Larry Sonsini received 5,988 restricted stock units (RSUs) of Ibotta Class A Common Stock as an annual director equity grant. The award was issued under Ibotta’s Outside Director Compensation Policy and carries no cash purchase price per share.

When do Larry Sonsini’s 5,988 Ibotta (IBTA) RSUs vest?

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

How many Ibotta (IBTA) shares does Larry Sonsini hold after this RSU grant?

After the RSU award, Larry Sonsini directly holds 104,814 shares of Ibotta Class A Common Stock. In addition, 1,569 Class A shares are reported as held indirectly by his spouse, reflecting another component of his beneficial ownership.

What does each Ibotta (IBTA) RSU granted to Larry Sonsini represent?

Each restricted stock unit represents a contingent right to receive one share of Ibotta Class A Common Stock. Delivery of the shares depends on satisfaction of vesting conditions set in the award’s schedule and terms, including continuous service requirements.

Was there a purchase price for Larry Sonsini’s Ibotta (IBTA) RSU grant?

No cash purchase price applied to this grant; the 5,988 RSUs were awarded at a stated price of $0.00 per share. This reflects a compensation-related equity award rather than an open-market share purchase transaction.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:31 PM EDT 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^*

SONSINI LARRY W

(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	104,814(3)	D
Class A Common Stock								1,569	I	See footnote(4)

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 the Reporting Person's spouse.

Remarks:

Exhibit 24 - Power of Attorney

	/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)