IBTA insider files Form 4 for 14,167-share option exercise

Rhea-AI Filing Summary

Insider exercise and ownership update: The Chief Technology Officer of Ibotta, Inc. exercised an employee option on 10/06/2025 to acquire 14,167 shares of Class A common stock at an exercise price of $5.35 per share. Following the transaction the reporting person directly beneficially owns 259,812 Class A shares and also reports indirect holdings of 206,000, 285,342, and 45,045 Class A shares through trusts and a spouse.

The filing notes that some holdings are restricted stock units that vest per their schedules and that all shares subject to the exercised option were fully vested and exercisable as of the transaction date. The form was signed by power of attorney on 10/08/2025.

Positive

• Exercise of fully vested options converting compensation into 14,167 Class A shares at $5.35
• Substantial aggregated ownership across direct and indirect holdings (direct 259,812 plus indirect trust/spouse holdings)

Negative

• None.

Insights

Corporate Insider / Equity Compensation Analyst

CTO exercised vested employee option; significant family trusts hold additional shares.

The exercise of 14,167 options at $5.35 indicates an in‑the‑money exercise converting vested compensation into common stock. The filing also discloses multiple indirect holdings: 206,000, 285,342, and 45,045 shares held via spouse and trusts, which increases the household’s aggregate economic exposure.

Key dependencies include the vesting schedules for the disclosed RSUs and any future form filings that report sales or additional exercises; monitor subsequent Form 4s for transfers or open‑market sales within the reporting period.

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
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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.

1801 CALIFORNIA STREET, SUITE 400

(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)
10/06/2025

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	10/06/2025		M		14,167	A	$5.35	259,812(1)	D
Class A Common Stock								206,000	I	See footnote(2)
Class A Common Stock								285,342	I	See footnote(3)
Class A Common Stock								45,045	I	See footnote(4)

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
Employee Stock Option (right to buy)	$5.35	10/06/2025		M			14,167	(5)	11/13/2028	Class A Common Stock	14,167	$0	20,833	D

Explanation of Responses:

1. 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.

2. 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.

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

4. 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.

5. All of the shares subject to the option are fully vested and exercisable as of the date hereof.

Remarks:

	/s/ David T. Shapiro, by power of attorney	10/08/2025
	** 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 did Ibotta (IBTA) CTO report on Form 4 filed 10/08/2025?

The CTO reported exercising an employee option on 10/06/2025 to acquire 14,167 Class A shares at $5.35 per share; the form was signed on 10/08/2025.

How many shares does the reporting person directly own after the transaction?

The reporting person directly beneficially owns 259,812 Class A shares following the reported transaction.

Are there indirect holdings disclosed for the reporting person in the Form 4?

Yes. The filing discloses indirect holdings of 206,000, 285,342, and 45,045 Class A shares held via spouse and trusts.

Were the exercised options vested at time of exercise?

Yes. The filing states that all shares subject to the option were fully vested and exercisable as of the transaction date.

Do any of the reported shares represent restricted stock units (RSUs)?

Yes. The filing states that certain securities are restricted stock units, each representing a contingent right to receive one share subject to vesting schedules and conditions.