iRhythm CEO sells shares to cover tax on RSU vest

Accepted by SEC EDGAR 08/11/2026 - 04:02 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

iRhythm Holdings, Inc. reports that President and CEO Quentin S. Blackford had 48,534 shares of common stock credited to him upon the Compensation & Human Capital Management Committee’s determination that performance conditions for previously granted performance RSUs were met on August 7, 2026. On August 10, 2026, he sold 26,859 shares of common stock at $124.6514 per share to cover tax withholding and remittance obligations related to the vesting of those performance RSUs.

Insider Trade Summary

Net Seller: 26,859 shares

Net Sell 2 txns

Insider Blackford Quentin S.

Role President and CEO

Sold 26,859 shs ($3.35M)

Type	Security	Shares	Price	Value
Sale	Common Stock F2	26,859	$124.6514	$3.35M
Grant/Award	Common Stock F1	48,534	$0.00	$0.00

Holdings After Transaction: Common Stock — 226,008 shares (Direct)

Footnotes (2)

1. F1. 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 August 7, 2023.
2. F2. These shares were sold to cover tax withholding and remittance obligations in connection with the vesting of performance RSUs.

Key Figures

Shares sold: 26,859 shares Sale price per share: $124.6514 per share Shares acquired from RSU vesting: 48,534 shares +1 more

4 metrics

Shares sold 26,859 shares Common stock sale on August 10, 2026

Sale price per share $124.6514 per share Average price for 26,859 shares sold

Shares acquired from RSU vesting 48,534 shares Performance RSUs settled on August 7, 2026

Net shares sold (buy/sell count basis) 26,859 shares Net shares in sale transactions reported in this Form 4

Key Terms

performance Restricted Stock Units, tax withholding and remittance obligations, Compensation & Human Capital Management Committee

3 terms

performance Restricted Stock Units financial

"performance Restricted Stock Units ("RSUs") granted to the Reporting Person"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

tax withholding and remittance obligations financial

"sold to cover tax withholding and remittance obligations in connection"

Compensation & Human Capital Management Committee financial

"determination of the Compensation & Human Capital Management Committee of the Board"

FAQ

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

What insider transactions did iRhythm Holdings (IRTC) report for Quentin S. Blackford?

Quentin S. Blackford received 48,534 shares of iRhythm common stock upon vesting of performance RSUs, then sold 26,859 shares at $124.6514 per share to cover tax withholding and remittance obligations tied to that vesting.

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

The CEO sold 26,859 shares of iRhythm common stock at an average price of $124.6514 per share. The sale was disclosed as being used to satisfy tax withholding and remittance obligations resulting from vesting performance RSUs.

What equity award did the iRhythm (IRTC) CEO receive in this Form 4?

The CEO was credited with 48,534 shares of common stock upon determination that performance conditions for performance Restricted Stock Units (RSUs) granted on August 7, 2023 were met, as determined by the Compensation & Human Capital Management Committee.

Why were iRhythm (IRTC) shares sold by the CEO according to this filing?

The filing states that 26,859 shares were sold to cover tax withholding and remittance obligations connected with the vesting of performance RSUs, indicating the transaction was tied to the tax treatment of that equity compensation event.

Were the iRhythm (IRTC) CEO’s transactions under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan. The sale is instead described via footnote as to cover tax withholding and remittance obligations related to performance RSU vesting.

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

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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).

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^*

Blackford Quentin S.

(Last) (First) (Middle)

C/O IRHYTHM HOLDINGS, INC.

699 8TH ST #600

(Street)

SAN FRANCISCO CALIFORNIA 94103

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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
Common Stock	08/07/2026	08/07/2026	A		48,534(1)	A	$0	252,867	D
Common Stock	08/10/2026	08/10/2026	S		26,859(2)	D	$124.6514	226,008	D

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 August 7, 2023.

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

Remarks:

	/s/ Marc Rosenbaum, attorney-in-fact	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)