Ibotta (NYSE: IBTA) CTO reports tax withholding of 7,684 shares

Rhea-AI Filing Summary

Ibotta, Inc. Chief Technology Officer Luke Roy Swanson reported a Form 4 showing a tax-related share withholding rather than an open-market sale. On March 1, 2026, 7,684 shares of Class A Common Stock were withheld by the company at $24.97 per share to cover income tax and withholding obligations tied to the vesting and net settlement of previously reported restricted stock units. After this transaction, Swanson directly owned 513,424 shares of Class A Common Stock, with additional indirect holdings reported through an LLC, family trusts, and his spouse.

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.

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)
03/01/2026

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	03/01/2026		F(1)		7,684	D	$24.97	513,424(2)	D
Class A Common Stock								45,045	I	See footnote(3)
Class A Common Stock								285,342	I	See footnote(4)
Class A Common Stock								206,000	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. 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.

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

5. 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	03/03/2026
	** 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.

FAQ

What insider transaction did Ibotta (IBTA) CTO Luke Swanson report?

Luke Swanson reported a tax-withholding transaction where 7,684 Ibotta Class A shares were withheld by the company to satisfy income tax obligations from vesting RSUs, rather than an open-market sale of shares.

Was the Ibotta (IBTA) CTO’s Form 4 transaction a stock sale?

The Form 4 transaction was not an open-market sale. It reflects 7,684 Ibotta shares withheld by the issuer to cover income tax and withholding obligations from vesting restricted stock units previously granted to the CTO.

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

After the March 1, 2026 tax-withholding transaction, Ibotta CTO Luke Swanson directly held 513,424 shares of Class A Common Stock, in addition to separate indirect holdings reported through an LLC, family trusts, and his spouse.

What role did restricted stock units (RSUs) play in this Ibotta (IBTA) filing?

The reported withholding stems from vesting RSUs. Each RSU represents a right to receive one Ibotta Class A share, and when these RSUs vested, the company withheld 7,684 shares to meet related income tax and withholding obligations.

What indirect Ibotta (IBTA) holdings are disclosed for the CTO in this Form 4?

The filing notes indirect Ibotta Class A share holdings through Flat Tops Ventures, LLC, the Swanson 2021 Irrevocable Trust, Flat Tops 2024 Trust, and shares held by the CTO’s spouse, reflecting family and trust-related ownership structures.