SONSINI LARRY W 4

What Happened
Larry W. Sonsini, a director of Ibotta, was granted 5,988 restricted stock units (RSUs) on May 19, 2026 (transaction code A). The grant shows an acquisition price of $0.00 (typical for equity awards); no immediate cash changed hands. Each RSU is a contingent right to receive one share of Class A common stock upon vesting.

Key Details

• Transaction date: May 19, 2026; Form 4 filed May 21, 2026 (appears timely).
• Awarded: 5,988 RSUs; reported acquisition price $0.00 (total reported value $0).
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • F1: RSUs vest in full on the earlier of May 19, 2027 or the day before the issuer's next annual shareholders meeting, subject to continuous service.
  • F2: Issued under the Issuer's Outside Director Compensation Policy as an annual director equity grant.
  • F3: Each RSU converts to one share upon vesting (contingent right).
  • F4: Certain shares are held by the reporting person's spouse.
• Remarks: Exhibit 24 (Power of Attorney) included.

Context
This was an equity award to a non-employee director under the company’s outside director compensation policy — a routine form of director pay rather than an open-market purchase or sale. RSUs do not represent current stock ownership until they vest, and vesting is contingent on continued service through the vest date. Such grants are standard compensation and should not be read as a direct buy/sell signal.