IBTA Form 4: CTO Luke Swanson RSU Tax Withholding Reduces Direct Holdings

Rhea-AI Filing Summary

Ibotta, Inc. (IBTA) Form 4 by Luke Roy Swanson, Chief Technology Officer. The filing reports a transaction dated 09/01/2025 where 4,426 shares of Class A Common Stock were withheld at a price of $26.94 to satisfy tax withholding in connection with vested restricted stock units (RSUs). The filing clarifies this was not a sale but a net settlement of RSUs. After the reported transaction the reporting person beneficially owns 245,645 shares directly and additional indirect holdings of 206,000, 285,342, and 45,045 shares via trusts and an LLC described in the footnotes. The form is signed by power of attorney on 09/03/2025.

Positive

• Clear disclosure that the 4,426-share transaction was a tax withholding related to RSU vesting rather than an open-market sale
• Detailed footnotes identifying indirect holdings via trusts and an LLC, improving transparency about beneficial ownership

Negative

• Reduction in direct holdings by 4,426 shares due to net settlement (reported as disposition)
• Form filed by power of attorney rather than signed directly by the reporting person (though properly documented)

Insights

Financial Analyst

TL;DR: A routine RSU net-settlement reduced direct holdings by 4,426 shares; no open-market sale reported.

The transaction reflects tax withholding on vested RSUs rather than a cash sale, which typically has limited direct impact on market liquidity or insider sentiment. The CTO retains substantial direct and indirect holdings as disclosed: 245,645 direct and multiple trust/LLC positions. Disclosure timing and clear footnotes support transparency for investors tracking insider ownership.

Corporate Governance Expert

TL;DR: Proper Form 4 disclosure of RSU net settlement with clear attribution to trusts and family entities.

The filing identifies indirect ownership through a trust and an LLC and includes explanatory footnotes describing beneficial relationships. The use of a power of attorney signature is documented. These elements meet common disclosure expectations for executive equity vesting and taxation events.

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

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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)
09/01/2025

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	09/01/2025		F(1)		4,426	D	$26.94	245,645(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. 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. 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:

	/s/ David T. Shapiro, by power of attorney	09/03/2025
	** 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 transaction did IBTA CTO Luke Roy Swanson report on Form 4?

The filing reports that 4,426 Class A shares were withheld to satisfy tax withholding in connection with vested RSUs on 09/01/2025.

Was the 4,426-share transaction an open-market sale?

No. The filing states the transaction was not a sale but a net settlement/withholding of RSUs to cover taxes.

How many Class A shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owns 245,645 shares directly and additional indirect holdings of 206,000, 285,342, and 45,045 shares as described in the footnotes.

What price is listed for the withheld shares?

The Form 4 lists a price of $26.94 per share for the reported transaction.

Who signed the Form 4 and when?

The form is signed by /s/ David T. Shapiro, by power of attorney on 09/03/2025.