Ibotta (IBTA) CTO reports RSU tax withholding and large shareholdings

Rhea-AI Filing Summary

Ibotta, Inc. Chief Technology Officer Luke Roy Swanson reported routine updates to his shareholdings in a Form 4. The only transaction was a code F event where 11,640 shares of Class A Common Stock were withheld by the company at $34.25 per share to cover income tax obligations tied to vesting and net settlement of previously reported restricted stock units, which the footnote states is not a sale by him. After this tax-withholding disposition, he directly holds 501,784 shares of Class A Common Stock. The filing also reports indirect holdings of 206,000 shares held by Flat Tops Ventures, LLC, 285,342 shares held by his spouse, and 45,045 shares held by Flat Tops 2024 Trust, reflecting family and trust-related ownership structures rather than new market trades.

Insights

Insider transactions analyst

Routine tax withholding on RSU vesting; no open-market trading.

The filing shows a single code F transaction where 11,640 shares were withheld at $34.25 per share to pay taxes on vested RSUs. Footnotes explicitly state this is not a sale by the CTO, but a company withholding mechanism.

After this event, Luke Roy Swanson holds 501,784 shares directly, plus additional indirect holdings through an LLC, spouse, and a family trust. With no open-market buys or sells and no derivative activity, this Form 4 looks like a standard compensation and tax-settlement update rather than a directional signal.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Swanson Luke Roy

Role CHIEF TECHNOLOGY OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	11,640	$34.25	$399K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 501,784 shares (Direct, null); Class A Common Stock — 45,045 shares (Indirect, See footnote)

Footnotes (1)

1. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock units ("RSUs"). 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. The shares are held by Flat Tops Ventures, LLC, which is 1% owned by the Reporting Person and 99% owned by the Swanson 2021 Irrevocable Trust for the benefit of the Reporting Person's children. These shares are held by Reporting Person's spouse. These shares are held by Flat Tops 2024 Trust, of which Reporting Person's spouse is trustee, and Reporting Person's spouse and children are beneficiaries.

Key Figures

Tax-withheld shares: 11,640 shares Withholding price: $34.25 per share Direct holdings after transaction: 501,784 shares +3 more

6 metrics

Tax-withheld shares 11,640 shares Shares withheld for RSU-related taxes at $34.25 per share

Withholding price $34.25 per share Price used for 11,640-share tax-withholding transaction

Direct holdings after transaction 501,784 shares Class A Common Stock directly held by CTO after withholding

Flat Tops Ventures holdings 206,000 shares Indirect Class A shares held by Flat Tops Ventures, LLC

Spouse holdings 285,342 shares Indirect Class A shares held by reporting person’s spouse

Flat Tops 2024 Trust holdings 45,045 shares Indirect Class A shares held by Flat Tops 2024 Trust

Key Terms

restricted stock units ("RSUs"), tax-withholding disposition, net settlement, Class A Common Stock

4 terms

restricted stock units ("RSUs") financial

"in connection with the vesting and net settlement of previously reported 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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

net settlement financial

"in connection with the vesting and net settlement of previously reported restricted stock units"

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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

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)
06/01/2026

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	06/01/2026		F(1)		11,640	D	$34.25	501,784(2)	D
Class A Common Stock								45,045	I	See footnote(3)
Class A Common Stock								285,342	I	See footnote(4)
Class A Common Stock								206,000	I	See footnote(5)

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. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock units ("RSUs").

2. 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.

3. The shares are held by Flat Tops Ventures, LLC, which is 1% owned by the Reporting Person and 99% owned by the Swanson 2021 Irrevocable Trust for the benefit of the Reporting Person's children.

4. These shares are held by Reporting Person's spouse.

5. These shares are held by Flat Tops 2024 Trust, of which Reporting Person's spouse is trustee, and Reporting Person's spouse and children are beneficiaries.

Remarks:

	/s/ David T. Shapiro, by power of attorney	06/03/2026
	** 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)

FAQ

What did Ibotta (IBTA) CTO Luke Roy Swanson report in this Form 4?

Luke Roy Swanson reported a tax-related withholding of 11,640 Class A shares and updated his post-transaction holdings. The filing reflects routine RSU vesting and tax settlement, along with direct and indirect ownership positions, rather than new open-market trading activity.

Was the 11,640-share transaction in Ibotta (IBTA) stock a sale by the CTO?

No, the 11,640-share transaction was not a sale by the CTO. Footnotes state the shares were withheld by Ibotta to satisfy income tax and withholding obligations associated with the vesting and net settlement of previously reported restricted stock units.

How many Ibotta (IBTA) shares does the CTO hold directly after this filing?

After the tax-withholding transaction, the CTO directly holds 501,784 shares of Ibotta Class A Common Stock. This figure reflects his direct ownership position following the RSU-related share withholding recorded in the Form 4 filing dated June 1, 2026.

What indirect Ibotta (IBTA) holdings are reported for the CTO and related entities?

The Form 4 lists 206,000 shares held by Flat Tops Ventures, LLC, 285,342 shares held by the CTO’s spouse, and 45,045 shares held by Flat Tops 2024 Trust. These positions represent family and trust-related indirect ownership, not new market purchases or sales.

What does the code F transaction mean in the Ibotta (IBTA) Form 4?

The code F transaction represents shares delivered or withheld to cover exercise price or tax obligations. Here, 11,640 shares were withheld by Ibotta at $34.25 per share to pay taxes on vested RSUs, a routine compensation-related event with no open-market sale by the insider.

Are there any option exercises or derivative transactions in this Ibotta (IBTA) Form 4?

No derivative transactions are listed in this Form 4. The filing instead focuses on RSU vesting, tax-related share withholding, and updated direct and indirect common stock holdings for the CTO and associated family-related entities and trusts.