iRhythm (IRTC) CFO gains RSU shares, then sells 5,188 to cover taxes

Rhea-AI Filing Summary

iRhythm Holdings Chief Financial Officer Daniel G. Wilson reported RSU vesting and related share sales. On February 24, 2026, he acquired 9,412 shares of common stock at no cost upon the Compensation & Human Capital Management Committee determining performance RSU conditions were met. On February 25, 2026, he sold 5,188 shares at an average price of $135.4189 to cover tax withholding and remittance obligations from the RSU vesting. After these transactions, he directly held 30,694 shares and indirectly held 100 shares through The Wilson Living Trust, where he serves as trustee.

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^*

Wilson Daniel G.

(Last) (First) (Middle)

C/O IRHYTHM HOLDINGS, INC.

699 8TH ST #600

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
iRhythm Holdings, Inc. [ IRTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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
Common Stock	02/24/2026	02/24/2026	A		9,412(1)	A	$0	35,882	D
Common Stock	02/25/2026	02/25/2026	S		5,188(2)	D	$135.4189	30,694	D
Common Stock								100(3)	I	Held through a Family Trust

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. Represents the acquisition of shares upon the determination of the Compensation & Human Capital Management Committee of the Board of Directors of the Issuer that the performance conditions were met with respect to performance Restricted Stock Units ("RSUs") granted to the Reporting Person on February 27, 2023.

2. These shares were sold to cover tax withholding and remittance obligations in connection with the vesting of performance RSUs.

3. These shares represent an indirect ownership through The Wilson Living Trust dated July 9, 2015, of which Mr. Wilson is the Trustee.

Remarks:

On January 12, 2026, iRhythm Technologies, Inc. (iRhythm Tech) and iRhythm Holdings, Inc. (Issuer) effectuated a holding company reorganization pursuant to which the Issuer became the successor issuer to iRhythm Tech pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended. On such date, all outstanding shares and equity awards of iRhythm Tech automatically converted into securities of the Issuer on a one for one basis, with no change to the proportionate interests of security holders.

	/s/ Marc Rosenbaum, attorney-in-fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did iRhythm (IRTC) CFO Daniel G. Wilson report?

Daniel G. Wilson reported vesting of performance RSUs and a related tax sale. He acquired 9,412 common shares at no cost, then sold 5,188 shares at $135.4189 each to cover tax withholding tied to the RSU vesting.

How many iRhythm (IRTC) shares did the CFO sell and at what price?

He sold 5,188 shares of iRhythm common stock at an average price of $135.4189 per share. According to the disclosure, this sale was specifically to cover tax withholding and remittance obligations arising from recently vested performance RSUs.

What is the source of the 9,412 iRhythm (IRTC) shares acquired by the CFO?

The 9,412 shares were acquired upon vesting of performance Restricted Stock Units granted on February 27, 2023. The Compensation & Human Capital Management Committee determined the performance conditions were met, triggering delivery of these shares to the CFO at no purchase cost.

How many iRhythm (IRTC) shares does the CFO own after these transactions?

Following the RSU vesting and tax-related sale, the CFO holds 30,694 shares directly. He also has indirect ownership of 100 additional shares through The Wilson Living Trust dated July 9, 2015, for which he serves as trustee.

Why were some iRhythm (IRTC) shares sold by the CFO after RSU vesting?

The filing states the 5,188 shares sold were used to cover tax withholding and remittance obligations. These obligations arose in connection with the vesting of the performance RSUs that delivered 9,412 shares of iRhythm common stock to the CFO.