Ibotta CTO Swanson sells 800 shares under 10b5-1 plan

Rhea-AI Filing Summary

Ibotta, Inc. CHIEF TECHNOLOGY OFFICER Luke Roy Swanson reported selling a total of 800 shares of Class A Common Stock on August 7, 2026 at weighted-average prices around $39.90–$39.91 per share, pursuant to a Rule 10b5-1 trading plan established on March 6, 2026. Of these, 200 shares were sold from his direct holdings, leaving 483,764 shares directly held, which include restricted stock units. The remaining 600 shares were sold from indirect holdings through a spouse and a family trust. Additional indirect holdings are reported through an LLC and irrevocable trust structure.

Insider Trade Summary 10b5-1

Net Seller: 800 shares

Net Sell 4 txns

Insider Swanson Luke Roy

Role CHIEF TECHNOLOGY OFFICER

Sold 800 shs ($32K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2, F3	200	$39.905	$8K
Sale	Class A Common Stock F1, F2, F4	400	$39.9025	$16K
Sale	Class A Common Stock F1, F5	200	$39.90	$8K
holding	Class A Common Stock F6	--	--	--

Holdings After Transaction: Class A Common Stock — 483,764 shares (Direct); Class A Common Stock — 312,367 shares (Indirect, See footnote)

Footnotes (6)

1. F1. 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.
2. F2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.90 to $39.91 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.
3. F3. 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.
4. F4. 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.
5. F5. These shares are held by Reporting Person's spouse.
6. F6. 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.

Key Figures

Total shares sold: 800 shares Direct shares sold: 200 shares Indirect shares sold: 600 shares +4 more

7 metrics

Total shares sold 800 shares Aggregate Class A Common Stock sales on August 7, 2026

Direct shares sold 200 shares Directly held Class A shares sold on August 7, 2026

Indirect shares sold 600 shares Indirect holdings through spouse and trust sold on August 7, 2026

Direct holdings after sale 483,764 shares Directly held Class A shares remaining, including RSUs, after August 7, 2026 sale

Weighted average sale price range $39.90–$39.91 per share Prices for multiple sale transactions on August 7, 2026

10b5-1 plan adoption date March 6, 2026 Date Swanson established the Rule 10b5-1 trading plan

Flat Tops Ventures, LLC ownership split 1% / 99% 1% owned by Swanson, 99% by Swanson 2021 Irrevocable Trust

Key Terms

Rule 10b5-1 trading plan, restricted stock units, weighted average price, irrevocable trust, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"transactions reflected 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 financial

"Certain of these securities are restricted stock units ("RSUs"). Each RSU represents"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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.

irrevocable trust financial

"99% owned by the Swanson 2021 Irrevocable Trust for the benefit"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

indirect ownership financial

"ownership_type":"indirect","ownership_code":"I""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ibotta (IBTA) CTO Luke Roy Swanson report in this Form 4?

Luke Roy Swanson reported sales of 800 shares of Ibotta Class A Common Stock on August 7, 2026. The transactions were executed under a Rule 10b5-1 trading plan and included both direct and indirect holdings.

At what prices were the IBTA shares sold in Swanson’s August 7, 2026 transactions?

The reported sale prices were weighted averages between $39.90 and $39.91 per share. Footnotes state the shares were sold in multiple transactions within this range, and that detailed price breakdowns are available upon request.

How many Ibotta (IBTA) shares does Luke Roy Swanson hold directly after these sales?

After selling 200 directly held shares, Luke Roy Swanson holds 483,764 Class A shares directly. A footnote explains that certain of these securities are RSUs, each representing a contingent right to one share, subject to vesting.

Were Swanson’s IBTA share sales under a Rule 10b5-1 trading plan?

Yes. A footnote states that the transactions were effected under a Rule 10b5-1 trading plan established by Swanson on March 6, 2026. The filing’s 10b5-1 checkbox is also affirmatively marked for plan-based trades.

Which Ibotta (IBTA) shares were sold indirectly by Luke Roy Swanson?

Two sales totaling 600 shares were from indirect holdings. Footnotes attribute these to the Flat Tops 2024 Trust, for which his spouse is trustee and beneficiaries include spouse and children, and to shares held directly by his spouse.

What additional indirect Ibotta (IBTA) holdings related to Swanson are disclosed?

The filing notes shares held by Flat Tops Ventures, LLC, which is 1% owned by Swanson and 99% owned by the Swanson 2021 Irrevocable Trust for his children. These are reported as indirect holdings with ownership detailed in a footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 04:34 PM Accepted by SEC EDGAR 08/11/2026 - 04:33 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)
08/07/2026

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	08/07/2026		S(1)		200	D	$39.905(2)	483,764(3)	D
Class A Common Stock	08/07/2026		S(1)		400	D	$39.9025(2)	205,600	I	See footnote(4)
Class A Common Stock	08/07/2026		S(1)		200	D	$39.9	267,322	I	See footnote(5)
Class A Common Stock								45,045	I	See footnote(6)

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. 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.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.90 to $39.91 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.

3. 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.

4. 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.

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

6. 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	08/11/2026
	** 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)