Form 4: Ibotta Director and 10% Owner Sells 10,000 Shares Under Pre-Arranged Trading Plan

A director and 10% owner of Ibotta, Inc., James H. Clark and related entities, sold 10,000 shares of Class A Common Stock across multiple transactions on June 11 and 12, 2025, as part of a pre-arranged trading plan.

Summary

• James H. Clark, identified as a Director and 10% Owner of Ibotta, Inc. (IBTA), along with Clark Jermoluk Founders Fund I LLC, reported sales of Class A Common Stock.
• A total of 10,000 shares were sold across five separate transactions on June 11 and June 12, 2025.
• On June 11, 2025, 3,737 shares were sold at a weighted average price of $45.5797 per share, with prices ranging from $45.15 to $46.13.
• Also on June 11, 2025, an additional 1,263 shares were sold at a weighted average price of $46.3296 per share, with prices ranging from $46.20 to $46.59.
• On June 12, 2025, 3,285 shares were sold at a weighted average price of $42.9343 per share, with prices ranging from $42.45 to $43.43.
• Further sales on June 12, 2025, included 1,060 shares at a weighted average price of $44.0493 per share (range $43.46 to $44.45) and 655 shares at a weighted average price of $44.663 per share (range $44.47 to $44.985).
• The transactions were conducted under a Rule 10b5-1(c) pre-planned contract, instruction, or written plan.
• Following these transactions, the indirect beneficial ownership of Class A Common Stock held by Monaco Partners, L.P. (controlled by James H. Clark) decreased, while Clark Jermoluk Founders Fund I LLC (95% owned by JHC Trust, controlled by James H. Clark) also reported sales.
• James H. Clark disclaims beneficial ownership of shares held by Monaco Partners, L.P. and Clark Jermoluk Founders Fund I LLC, except to the extent of his pecuniary interest therein.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to insider selling, which can be perceived as a lack of confidence. However, the fact that these sales were conducted under a Rule 10b5-1 plan mitigates the negative impact by indicating they were pre-scheduled rather than opportunistic.

Negatives

• The sale of shares by a director and 10% owner, even if pre-planned, can be perceived by the market as a signal of reduced insider confidence or a need for liquidity.

Risks

• Insider selling, even under a 10b5-1 plan, can sometimes lead to negative market sentiment or increased scrutiny from investors regarding the company's future prospects.

Future Outlook

No forward-looking statements or guidance were provided in this document.

Industry Context

This Form 4 filing, detailing insider stock sales, does not provide sufficient information to analyze broader industry trends or competitive positioning.

Corporate Governance

Related Party Transactions

• The sales of Class A Common Stock were conducted by entities (Monaco Partners, L.P. and Clark Jermoluk Founders Fund I LLC) that are indirectly controlled by James H. Clark, a Director and 10% Owner of Ibotta, Inc. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders may interpret the insider selling as a signal, potentially influencing their investment decisions, although the 10b5-1 plan suggests a pre-determined liquidity event rather than a reaction to new information.

Key Dates

Recommendation

Keywords

Ibotta, IBTA, SEC Form 4, Insider Trading, Stock Sale, Beneficial Ownership, James H. Clark, Clark Jermoluk Founders Fund I LLC, Monaco Partners, 10b5-1 Plan