SEC Form 4 · accession 0001628280-26-053462
Ibotta, Inc. · IBTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan Leach
Officer — CEO AND PRESIDENT · Director · 10% Owner
Period of report
Aug 3, 2026
Accepted (ET)
Aug 5, 2026 · 4:52 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001538379
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Aug 3, 2026 | M | 15,142 | $3.99 | A | 881,626 | D | |
| Class A Common StockF3,F2 | Aug 3, 2026 | S | 14,380 | $24.3943 | D | 867,246 | D | |
| Class A Common StockF4,F2 | Aug 3, 2026 | S | 762 | $25.1652 | D | 866,484 | D | |
| Class A Common StockF2 | Aug 4, 2026 | M | 57,132 | $3.99 | A | 923,616 | D | |
| Class A Common StockF5,F2 | Aug 4, 2026 | S | 21,757 | $35.6616 | D | 901,859 | D | |
| Class A Common StockF6,F2 | Aug 4, 2026 | S | 32,693 | $36.3582 | D | 869,166 | D | |
| Class A Common StockF7,F2 | Aug 4, 2026 | S | 2,682 | $37.4143 | D | 866,484 | D | |
| Class A Common StockF9 | Aug 4, 2026 | C | 11,378 | $0.00 | A | 11,378 | I | See footnote |
| Class A Common StockF5,F9 | Aug 4, 2026 | S | 4,316 | $35.6566 | D | 7,062 | I | See footnote |
| Class A Common StockF6,F9 | Aug 4, 2026 | S | 6,522 | $36.3588 | D | 540 | I | See footnote |
| Class A Common StockF7,F9 | Aug 4, 2026 | S | 540 | $37.4133 | D | 0 | I | See footnote |
| Class A Common StockF11 | Aug 4, 2026 | C | 11,378 | $0.00 | A | 11,378 | I | See footnote |
| Class A Common StockF12,F11 | Aug 4, 2026 | S | 4,403 | $35.671 | D | 6,975 | I | See footnote |
| Class A Common StockF13,F11 | Aug 4, 2026 | S | 6,446 | $36.3602 | D | 529 | I | See footnote |
| Class A Common StockF7,F11 | Aug 4, 2026 | S | 529 | $37.4141 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F14 | $3.99 | Aug 3, 2026 | M | 15,142 | D | — | Jan 16, 2027 | Class A Common Stock | 15,142 | 120,199 | D |
| Employee Stock Option (right to buy)F14 | $3.99 | Aug 4, 2026 | M | 57,132 | D | — | Jan 16, 2027 | Class A Common Stock | 57,132 | 63,067 | D |
| Class B Common StockF9,F15 | — | Aug 4, 2026 | C | 11,378 | D | — | — | Class A Common Stock | 11,378 | 105,416 | I |
| Class B Common StockF11,F15 | — | Aug 4, 2026 | C | 11,378 | D | — | — | Class A Common Stock | 11,378 | 105,416 | I |
| Class B Common StockF15 | — | holding | — | — | — | — | — | Class A Common Stock | 2,208,424 | 2,208,424 | D |
| Class B Common StockF16,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 289,500 | 289,500 | I |
| Class B Common StockF17,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 289,500 | 289,500 | I |
Explanation of responses
- F1The transactions reflected on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on March 5, 2026.
- F10The Orion 2024 GST Trust u/a/d/ March 20, 2024, converted 11,378 shares of Class B Common Stock into a like number of shares of Class A Common Stock.
- F11By Spouse as Trustee for the Orion 2024 GST Trust u/a/d March 20, 2024.
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.0175 to $36.015 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.
- F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.02 to $36.98 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.
- F14All of the shares subject to the option are fully vested and exercisable as of the date hereof.
- F15Shares 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.
- F16By Spouse as Trustee for the Elysian 2021 Legacy Trust u/a/d May 11, 2021.
- F17By Spouse as Trustee for the Orion 2021 Legacy Trust u/a/d May 11, 2021.
- F2Certain 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.99 to $24.9425 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.02 to $25.2475 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $36.00 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.0025 to $36.98 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.03 to $37.875 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.
- F8The Elysian 2024 GST Trust u/a/d/ March 20, 2024, converted 11,378 shares of Class B Common Stock into a like number of shares of Class A Common Stock.
- F9By Spouse as Trustee for the Elysian 2024 GST Trust u/a/d March 20, 2024.