STOCK TITAN

Ibotta (IBTA) CTO sells 11,880 shares under Rule 10b5-1 trading plan

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Ibotta, Inc. chief technology officer Luke Roy Swanson reported open-market sales of a total of 11,880 shares of Class A Common Stock on June 4, 2026. The shares were sold in multiple transactions at weighted average prices around $32.86 and $33.71 per share.

According to a footnote, these transactions were executed under a Rule 10b5-1 trading plan established on March 6, 2026, indicating they were pre-arranged. After the sales, Swanson directly holds 496,652 shares, with additional indirect holdings, including 206,000 and 45,045 shares reported through related entities and family accounts.

Positive

  • None.

Negative

  • None.

Insights

CTO’s 10b5-1 stock sales look routine and pre-planned.

The filing shows chief technology officer Luke Roy Swanson selling 11,880 Ibotta Class A shares in open-market transactions on June 4, 2026. Reported weighted average prices were around $32.86 and $33.71 per share, indicating standard market executions.

A key footnote states the transactions occurred under a Rule 10b5-1 trading plan adopted on March 6, 2026. Such plans are established in advance, making the timing more mechanical than opportunistic. Following the sales, Swanson still directly holds 496,652 shares, suggesting these sales represent only a small portion of his overall reported stake.

Insider Swanson Luke Roy
Role CHIEF TECHNOLOGY OFFICER
Sold 11,880 shs ($392K)
Type Security Shares Price Value
Sale Class A Common Stock 5,132 $32.8616 $169K
Sale Class A Common Stock 808 $33.7143 $27K
Sale Class A Common Stock 5,133 $32.8617 $169K
Sale Class A Common Stock 807 $33.7141 $27K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 496,652 shares (Direct, null); Class A Common Stock — 280,209 shares (Indirect, See footnote)
Footnotes (1)
  1. The transaction reflected on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the Reporting Person on March 6, 2026. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.51 to $33.495 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. 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.518 to $33.94 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. These shares are held by Reporting Person's spouse. 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. 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.
Total shares sold 11,880 shares Net open-market sales on June 4, 2026
Sale price tranche 1 $33.7141 per share 807 shares sold in one transaction
Sale price tranche 2 $32.8617 per share 5,133 shares sold in another transaction
Direct holdings after sales 496,652 shares Class A Common Stock held directly post-transaction
Indirect holding block 1 206,000 shares Indirect Class A Common Stock position as of June 4, 2026
Indirect holding block 2 45,045 shares Additional indirect Class A Common Stock holding
Trading plan adoption date March 6, 2026 Rule 10b5-1 plan governing June 4, 2026 sales
Rule 10b5-1 trading plan regulatory
"The transaction reflected on this Form 4 was 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
"Certain of these securities are restricted stock units ("RSUs"). Each RSU represents a contingent right..."
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. These shares were sold in multiple transactions..."
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.
Class A Common Stock financial
"The shares were sold in multiple transactions at prices ranging from $32.51 to $33.495 per share..."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
irrevocable trust financial
"99% owned by the Swanson 2021 Irrevocable Trust for the benefit of the Reporting Person's children."
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.
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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF TECHNOLOGY OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/04/2026S5,132(1)D$32.8616(2)496,652(3)D
Class A Common Stock06/04/2026S808(1)D$33.7143(4)495,844(3)D
Class A Common Stock06/04/2026S5,133(1)D$32.8617(2)280,209ISee footnote(5)
Class A Common Stock06/04/2026S807(1)D$33.7141(4)279,402ISee footnote(5)
Class A Common Stock45,045ISee footnote(6)
Class A Common Stock206,000ISee footnote(7)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The transaction reflected on this Form 4 was 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 $32.51 to $33.495 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.518 to $33.94 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. 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.
7. 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 attorney06/08/2026
** Signature of Reporting PersonDate
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)

FAQ

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

Ibotta reported that chief technology officer Luke Roy Swanson sold a total of 11,880 shares of Class A Common Stock in open-market transactions on June 4, 2026, at weighted average prices in the low-$30s per share, while retaining a substantial remaining share position.

At what prices did the Ibotta (IBTA) CTO sell his Class A shares?

The CTO’s reported open-market sales occurred at weighted average prices of about $32.8617 and $33.7141 per share. Footnotes note that actual trade prices ranged between roughly $32.51 and $33.94, reflecting multiple executions within those ranges during the June 4, 2026 transactions.

How many Ibotta (IBTA) shares does the CTO hold after these transactions?

After the reported sales, Luke Roy Swanson directly holds 496,652 shares of Ibotta Class A Common Stock. The filing also lists additional indirect holdings, including 206,000 and 45,045 shares held through family-related entities and accounts, indicating a significant remaining economic exposure to the company.

Were the Ibotta (IBTA) CTO’s stock sales made under a Rule 10b5-1 plan?

Yes. A footnote states the transactions were effected under a Rule 10b5-1 trading plan established on March 6, 2026. Such plans pre-schedule trades, helping insiders systematically diversify holdings and reducing the significance of trade timing as a signal of short-term expectations.

Do the Ibotta (IBTA) insider holdings include restricted stock units (RSUs)?

Yes. The footnotes explain that certain reported securities are restricted stock units, or RSUs. Each RSU represents a contingent right to receive one share of Ibotta’s Class A Common Stock, subject to applicable vesting schedules and conditions set out in the relevant equity award agreements.

How are some of the Ibotta (IBTA) CTO’s shares held indirectly?

The filing notes several indirect holdings, including shares held by the CTO’s spouse and by entities such as Flat Tops Ventures, LLC and Flat Tops 2024 Trust. These structures hold stock for the benefit of his spouse and children, reflecting family-related ownership rather than only direct personal accounts.