Ibotta (IBTA) CTO granted 265,722 RSUs and reports family holdings

Rhea-AI Filing Summary

Ibotta, Inc. reported that its Chief Technology Officer, Luke Roy Swanson, received an award of 265,722 Class A common shares on January 8, 2026, at a price of $0 per share, in the form of restricted stock units. Each RSU converts into one share as it vests over time.

One‑sixteenth of this RSU grant is scheduled to vest on March 2, 2026, with additional sixteenths vesting on the first trading day on or after March 1, June 1, September 1, and December 1 each year, while he remains in service. After this grant, Swanson beneficially owns 521,108 Class A shares directly, some of which are RSUs, and also has indirect holdings through a family trust, his spouse, and an LLC associated with a family trust.

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

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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 CO 80202

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/08/2026		A		265,722(1)	A	$0	521,108(2)	D
Class A Common Stock								206,000	I	See footnote(3)
Class A Common Stock								285,342	I	See footnote(4)
Class A Common Stock								45,045	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. Represents the grant of Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. 1/16th of the RSUs shall vest on March 2, 2026, and 1/16th of the RSUs shall vest on each Quarterly Vesting Date (as defined below) thereafter, in each case subject to the Reporting Person's continuous service through such vesting date. "Quarterly Vesting Date" means the first trading day on or after each of March 1, June 1, September 1, and December 1.

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. 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.

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

5. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ David T. Shapiro, by power of attorney	01/12/2026
	** 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.

FAQ

What insider transaction did Ibotta (IBTA) report for January 8, 2026?

On January 8, 2026, Ibotta's Chief Technology Officer Luke Roy Swanson was granted 265,722 RSUs of Class A Common Stock at $0 per share, reported as an acquisition.

How do the new RSUs granted to Ibotta (IBTA) CTO vest?

The 265,722 RSUs vest over time: 1/16 vests on March 2, 2026, and 1/16 vests on each first trading day on or after March 1, June 1, September 1, and December 1, subject to continued service.

How many Ibotta (IBTA) shares does the CTO own after this Form 4?

Following the reported transaction, Luke Roy Swanson beneficially owns 521,108 Class A shares directly, with additional indirect holdings of 206,000, 285,342, and 45,045 shares through family-related entities.

What indirect Ibotta (IBTA) share holdings are reported for the CTO?

Indirect holdings include 206,000 shares held by Flat Tops 2024 Trust, 285,342 shares held by his spouse, and 45,045 shares held by Flat Tops Ventures, LLC, which is largely owned by a 2021 irrevocable trust for his children.

What does each Ibotta (IBTA) RSU in this filing represent?

Each RSU in the filing represents a contingent right to receive one share of Ibotta's Class A Common Stock, subject to the applicable vesting schedules and conditions.

What is the role of the reporting person in Ibotta (IBTA)?

The reporting person, Luke Roy Swanson, is Ibotta's Chief Technology Officer, as indicated in the relationship section of the report.