Ibotta corrects CTO share-sale overstatement of 3,600

The amendment corrects a 3,600-share overstatement and updates the reported sale price and post-transaction holdings.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Ibotta, Inc. Chief Technology Officer Luke Roy Swanson reported selling 16,500 Class A common shares on September 10, 2026, at a weighted average price of $40.0737 per share. The sales were made under a Rule 10b5-1 trading plan established March 6, 2026; prices ranged from $39.90 to $40.41 per share. His reported post-transaction holdings were 449,632 shares, including certain restricted stock units.

The amendment corrects the original report, which overstated the shares sold by 3,600 and reported an incorrect sale price and post-transaction holdings.

Insider Trade Summary 10b5-1

Net Seller: 16,500 shares

Net Sell 1 txn

Insider Swanson Luke Roy

Role CHIEF TECHNOLOGY OFFICER

Sold 16,500 shs ($661K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2, F3, F4	16,500	$40.0737	$661K

Holdings After Transaction: Class A Common Stock — 449,632 shares (Direct)

Footnotes (4)

1. F1. The transactions reflected on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the Reporting Person on March 6, 2026.
2. F2. The original Form 4, filed on September 14, 2026, overstated the number of shares sold on September 10, 2026 by 3,600 shares, and as a result reported an incorrect amount, sale price, and amount of securities beneficially owned following the reported transactions.
3. F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.90 to $40.41 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. 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.

Key Figures

Shares sold: 16,500 shares Weighted average sale price: $40.0737 per share Sale-price range: $39.90 to $40.41 per share +2 more

5 metrics

Shares sold 16,500 shares Class A common shares sold September 10, 2026

Weighted average sale price $40.0737 per share September 10, 2026 sale

Sale-price range $39.90 to $40.41 per share Prices across multiple transactions

Post-transaction holdings 449,632 shares Reported following the September 10, 2026 transactions

Original sale overstatement 3,600 shares Corrected by the amendment

Key Terms

Rule 10b5-1 trading plan, weighted average price, restricted stock units

3 terms

Rule 10b5-1 trading plan regulatory

"effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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 financial

"Certain of these securities are restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

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

How many shares did Ibotta's CTO sell, and at what price?

Luke Roy Swanson sold 16,500 Class A common shares on September 10, 2026, at a weighted average price of $40.0737 per share. The shares were sold in multiple transactions at prices ranging from $39.90 to $40.41 per share.

What does Ibotta's report say about the restricted stock units in Swanson's holdings?

Certain of the reported securities were restricted stock units. Each RSU represents a contingent right to receive one share of Ibotta's Class A common stock, subject to the applicable vesting schedule and conditions.

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

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Available on EDGAR 09/25/2026 - 05:42 PM Accepted by SEC EDGAR 09/25/2026 - 05:40 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).

X

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^*

Swanson Luke Roy

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF TECHNOLOGY OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

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)
09/14/2026

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	09/10/2026		S(1)		16,500(2)	D	$40.0737(3)	449,632(4)	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

Explanation of Responses:

1. The transactions reflected on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the Reporting Person on March 6, 2026.

2. The original Form 4, filed on September 14, 2026, overstated the number of shares sold on September 10, 2026 by 3,600 shares, and as a result reported an incorrect amount, sale price, and amount of securities beneficially owned following the reported transactions.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.90 to $40.41 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. 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.

Remarks:

	/s/ David T. Shapiro, by power of attorney	09/25/2026
	** 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)