Ibotta CTO sells 11,880 shares under 10b5-1 plan

Ibotta’s CTO reported tax-related share withholding and 10b5-1 plan sales totaling 11,880 shares of Class A Common Stock.

Rhea-AI Filing Summary

Ibotta, Inc. (IBTA) reported that its Chief Technology Officer, Swanson Luke Roy, had shares of Class A Common Stock withheld and sold on September 1, 2026. 11,692 shares were withheld to cover tax obligations on vesting RSUs, and 11,880 shares were sold in market transactions under a Rule 10b5-1 trading plan.

Insider Trade Summary 10b5-1

Net Seller: 11,880 shares

Net Sell 7 txns

Insider Swanson Luke Roy

Role CHIEF TECHNOLOGY OFFICER

Sold 11,880 shs ($439K)

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	11,692	$37.21	$435K
Sale	Class A Common Stock F3, F4, F2	2,858	$36.6223	$105K
Sale	Class A Common Stock F3, F5, F2	3,082	$37.2813	$115K
Sale	Class A Common Stock F3, F6, F7	2,858	$36.629	$105K
Sale	Class A Common Stock F3, F8, F7	3,082	$37.2962	$115K
holding	Class A Common Stock F9	--	--	--
holding	Class A Common Stock F10	--	--	--

Holdings After Transaction: Class A Common Stock — 466,132 shares (Direct); Class A Common Stock — 512,027 shares (Indirect, See footnote)

Footnotes (10)

1. F1. 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. F2. 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. F3. 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.
4. F4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.18 to $37.17 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.19 to $37.40 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.
6. F6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.23 to $37.22 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.
7. F7. These shares are held by Reporting Person's spouse.
8. F8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.23 to $37.41 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.
9. F9. 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.
10. F10. 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

Shares sold: 11,880 shares Shares withheld for taxes: 11,692 shares Sale price range 1: $36.18–$37.17 per share +4 more

7 metrics

Shares sold 11,880 shares Aggregate Class A Common Stock sales on September 1, 2026

Shares withheld for taxes 11,692 shares Shares withheld by issuer to satisfy tax obligations on RSU vesting

Sale price range 1 $36.18–$37.17 per share Weighted-average sale range for one transaction block on September 1, 2026

Sale price range 2 $37.19–$37.40 per share Weighted-average sale range for another transaction block

Sale price range 3 $36.23–$37.22 per share Weighted-average sale range for spouse-held shares

Sale price range 4 $37.23–$37.41 per share Weighted-average sale range for additional spouse-held shares

Rule 10b5-1 plan adoption date March 6, 2026 Date the reporting person established the trading plan governing these sales

Key Terms

Rule 10b5-1 trading plan, restricted stock units ("RSUs"), weighted average price, withholding and remittance obligations, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"transactions reflected on this Form 4 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.

restricted stock units ("RSUs") financial

"represents shares that have been withheld by the Issuer...in connection with the vesting and net settlement of previously reported restricted stock units"

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.

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.

withholding and remittance obligations financial

"withheld by the Issuer to satisfy its income tax and withholding and remittance obligations"

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock"

FAQ

What insider transactions did Ibotta (IBTA) report for the CTO on September 1, 2026?

Ibotta reported that CTO Swanson Luke Roy had 11,692 shares of Class A Common Stock withheld for tax obligations on vesting RSUs and sold 11,880 shares in market transactions on September 1, 2026.

Were the September 1, 2026 IBTA insider 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 the reporting person on March 6, 2026, and the Rule 10b5-1 checkbox is affirmed.

How many Ibotta (IBTA) shares were sold in the September 1, 2026 insider transactions?

The reporting person’s Form 4 shows aggregate market sales of 11,880 shares of Ibotta Class A Common Stock on September 1, 2026, across both direct and indirect holdings.

What prices were Ibotta (IBTA) shares sold at in the CTO’s Form 4?

Reported per-share prices are weighted averages, with transactions executed in ranges including $36.18–$37.17, $37.19–$37.40, $36.23–$37.22, and $37.23–$37.41 per share. Exact breakdowns are available on request from the reporting person.

Did the Ibotta (IBTA) Form 4 include any sales from family or trust-held shares?

Yes. Some sold shares are indicated as held by the reporting person’s spouse, and additional indirect holdings are described as being held through Flat Tops Ventures, LLC and Flat Tops 2024 Trust, though no share counts are given for those holdings.

Were any of the Ibotta (IBTA) insider shares actually sold to raise cash by the company?

No. The Form 4 reports personal insider transactions. It includes shares withheld by the issuer to satisfy income tax and withholding obligations on RSU vesting and shares sold in market transactions; it does not describe any capital-raising by Ibotta.

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Available on EDGAR 09/03/2026 - 05:41 PM Accepted by SEC EDGAR 09/03/2026 - 05:34 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)
09/01/2026

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	09/01/2026		F(1)		11,692	D	$37.21	472,072(2)	D
Class A Common Stock	09/01/2026		S(3)		2,858	D	$36.6223(4)	469,214(2)	D
Class A Common Stock	09/01/2026		S(3)		3,082	D	$37.2813(5)	466,132(2)	D
Class A Common Stock	09/01/2026		S(3)		2,858	D	$36.629(6)	264,464	I	See footnote(7)
Class A Common Stock	09/01/2026		S(3)		3,082	D	$37.2962(8)	261,382	I	See footnote(7)
Class A Common Stock								45,045	I	See footnote(9)
Class A Common Stock								205,600	I	See footnote(10)

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 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.18 to $37.17 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.19 to $37.40 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.23 to $37.22 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.

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

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.23 to $37.41 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.

9. 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.

10. 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	09/03/2026
	** 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)