Ibotta (IBTA) CTO Form 4 shows RSU tax withholding and updated holdings

Rhea-AI Filing Summary

Ibotta, Inc.'s Chief Technology Officer reports a routine share withholding for taxes. On 12/01/2025, the CTO had 4,426 shares of Class A common stock withheld by Ibotta at a price of $23.86 per share. The filing clarifies this was not a sale but shares retained by the company to cover income tax and withholding obligations tied to the vesting of previously granted restricted stock units.

After this tax-related transaction, the CTO directly holds 255,386 shares of Class A common stock. Additional indirect holdings include 45,045 shares held through Flat Tops Ventures, LLC, 285,342 shares held by the CTO's spouse, and 206,000 shares held by Flat Tops 2024 Trust. Some of these positions include restricted stock units, where each unit represents the right to receive one share of Ibotta Class A common stock, subject to vesting conditions.

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)
12/01/2025

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	12/01/2025		F(1)		4,426	D	$23.86	255,386(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	12/03/2025
	** 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.
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FAQ

What insider transaction did Ibotta (IBTA) report in this Form 4?

The Form 4 reports that Ibotta's Chief Technology Officer had 4,426 shares of Class A common stock withheld on 12/01/2025. These shares were kept by the company to satisfy tax withholding obligations related to the vesting and net settlement of previously granted restricted stock units, and are explicitly described as not a sale by the officer.

What price was used for the Ibotta (IBTA) shares withheld for taxes?

The shares of Ibotta Class A common stock withheld to cover taxes were valued at $23.86 per share. This price is used to calculate the value of the 4,426 shares retained by the company for income tax and withholding purposes in connection with restricted stock unit vesting.

How many Ibotta (IBTA) shares does the CTO own directly after this transaction?

Following the tax-withholding transaction, the Chief Technology Officer directly owns 255,386 shares of Ibotta Class A common stock. This figure reflects the balance after 4,426 shares were withheld by Ibotta to meet tax obligations related to restricted stock units.

What indirect holdings of Ibotta (IBTA) shares are reported for the CTO?

The Form 4 lists several indirect holdings of Ibotta Class A common stock: 45,045 shares held by Flat Tops Ventures, LLC, 285,342 shares held by the CTO's spouse, and 206,000 shares held by Flat Tops 2024 Trust. The filing notes that Flat Tops Ventures is 1% owned by the CTO and 99% owned by the Swanson 2021 Irrevocable Trust for the benefit of the CTO's children.

What does the Form 4 say about restricted stock units (RSUs) for Ibotta (IBTA)?

The filing explains that certain securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Ibotta's Class A common stock, subject to the specific vesting schedule and conditions applicable to each RSU grant. The reported tax withholding is directly tied to the vesting and net settlement of these RSUs.

Is the reported Ibotta (IBTA) transaction part of a 10b5-1 trading plan?

The form includes a checkbox section regarding whether the transaction was made under a Rule 10b5-1(c) trading plan, which is a pre-arranged contract or instruction for buying or selling equity securities. The excerpt provided shows this disclosure option, indicating how such transactions can be identified if designated as made under a 10b5-1 plan.