Ibotta CTO Swanson sells 40,200 shares

Ibotta, Inc. (IBTA) reported that Chief Technology Officer Luke Roy Swanson sold a total of 40,200 shares of Class A Common Stock on September 10, 2026, in open-market or private transactions made under a Rule 10b5-1 trading plan established on March 6, 2026.

Rhea-AI Filing Summary

Ibotta, Inc. (IBTA) reported that Chief Technology Officer Luke Roy Swanson sold a total of 40,200 shares of Class A Common Stock on September 10, 2026, in open-market or private transactions made under a Rule 10b5-1 trading plan established on March 6, 2026.

The sales included 20,100 shares held directly at a weighted average price of about $40.04 per share, and 16,500 shares held by his spouse plus 3,600 shares held by Flat Tops 2024 Trust, both reported as indirect holdings, at weighted average prices around $40.07 and $39.90, respectively. After the direct sale, Swanson holds 446,032 shares directly, which include certain restricted stock units that vest over time.

Insider Trade Summary 10b5-1

Net Seller: 40,200 shares

Net Sell 4 txns

Insider Swanson Luke Roy

Role CHIEF TECHNOLOGY OFFICER

Sold 40,200 shs ($1.61M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2, F3	20,100	$40.0426	$805K
Sale	Class A Common Stock F1, F4, F5	16,500	$40.0744	$661K
Sale	Class A Common Stock F1, F6	3,600	$39.90	$144K
holding	Class A Common Stock F7	--	--	--

Holdings After Transaction: Class A Common Stock — 446,032 shares (Direct); Class A Common Stock — 247,045 shares (Indirect, See footnote)

Footnotes (7)

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 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.
3. F3. 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.
4. F4. 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 $40.415 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.
5. F5. These shares are held by Reporting Person's spouse.
6. F6. 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.
7. F7. 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.

Key Figures

Total shares sold: 40,200 shares Direct shares sold: 20,100 shares Direct sale weighted average price: $40.0426 per share +5 more

8 metrics

Total shares sold 40,200 shares Aggregate Class A Common Stock sales by Luke Swanson on September 10, 2026

Direct shares sold 20,100 shares Direct holdings sold by Luke Swanson on September 10, 2026

Direct sale weighted average price $40.0426 per share Direct sale, with individual prices from $39.90 to $40.41

Spouse-held shares sold 16,500 shares Indirect sale of shares held by Swanson’s spouse on September 10, 2026

Spouse-held sale weighted average price $40.0744 per share Indirect sale, with trade prices from $39.90 to $40.415

Trust-held shares sold 3,600 shares Indirect sale of shares held by Flat Tops 2024 Trust at $39.90 per share

Shares held directly after transaction 446,032 shares Direct Class A Common Stock position of Luke Swanson after the sale

Rule 10b5-1 plan adoption date March 6, 2026 Trading plan under which the September 10, 2026 sales were effected

Key Terms

Rule 10b5-1 trading plan, weighted average price, restricted stock units ("RSUs"), Class A Common Stock, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"transactions were 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 ("RSUs") financial

"Certain of these securities are 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.

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.

contingent right financial

"Each RSU represents a contingent right to receive one share"

FAQ

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

What insider transaction did IBTA report for CTO Luke Swanson?

Ibotta, Inc. reported that CTO Luke Roy Swanson sold a total of 40,200 shares of Class A Common Stock on September 10, 2026, in open-market or private transactions under a Rule 10b5-1 trading plan.

How many IBTA shares did Luke Swanson sell directly and at what price?

Luke Swanson sold 20,100 shares of IBTA Class A Common Stock held directly at a weighted average price of $40.0426 per share, with individual trade prices ranging from $39.90 to $40.41.

What indirect IBTA share sales were reported for Luke Swanson on this Form 4?

Indirectly, 16,500 shares held by Swanson’s spouse were sold at a weighted average price of $40.0744, and 3,600 shares held by Flat Tops 2024 Trust were sold at $39.90 per share, all on September 10, 2026.

How many IBTA shares does Luke Swanson hold after these transactions?

After the reported direct sale, Luke Swanson holds 446,032 shares of Ibotta Class A Common Stock directly. The filing notes that certain of these securities are RSUs that represent contingent rights to shares, subject to vesting.

Were Luke Swanson’s IBTA share sales made under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan established by Luke Swanson on March 6, 2026, and the Form 4’s 10b5-1 checkbox is marked as affirmed.

Which entities related to Luke Swanson held IBTA shares involved in the transactions?

Shares sold indirectly were held by Swanson’s spouse and by Flat Tops 2024 Trust, for which his spouse is trustee and his spouse and children are beneficiaries. Additional IBTA shares are held by Flat Tops Ventures, LLC for the benefit of his children.

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

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Available on EDGAR 09/14/2026 - 04:45 PM Accepted by SEC EDGAR 09/14/2026 - 04:39 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)

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)		20,100	D	$40.0426(2)	446,032(3)	D
Class A Common Stock	09/10/2026		S(1)		16,500	D	$40.0744(4)	244,882	I	See footnote(5)
Class A Common Stock	09/10/2026		S(1)		3,600	D	$39.9	202,000	I	See footnote(6)
Class A Common Stock								45,045	I	See footnote(7)

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 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.

3. 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.

4. 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 $40.415 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.

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

6. 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.

7. 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:

	/s/ David T. Shapiro, by power of attorney	09/14/2026
	** 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)