Chad Patterson of iRhythm (NASDAQ: IRTC) gains RSU shares, sells some for taxes

Rhea-AI Filing Summary

iRhythm Holdings executive Chad Patterson reported a mix of stock transactions. On February 24, 2026, he acquired 17,318 shares of common stock at $0.00 per share through the vesting of performance RSUs, after the board’s Compensation & Human Capital Management Committee determined performance conditions for RSUs granted on February 27, 2023 were met. On February 25, 2026, he sold 8,967 shares of common stock at an average price of $135.4189 per share to cover tax withholding and remittance obligations related to that vesting. Following these transactions, he directly owned 51,738 shares of iRhythm common stock.

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^*

Patterson Chad

(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 COMM & PRODUCT 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		17,318(1)	A	$0	60,705	D
Common Stock	02/25/2026	02/25/2026	S		8,967(2)	D	$135.4189	51,738	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 February 27, 2023.

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

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 IRTC executive Chad Patterson report?

Chad Patterson reported acquiring 17,318 iRhythm Holdings (IRTC) common shares via vesting of performance RSUs, then selling 8,967 shares. The sale was to cover tax withholding obligations, and he directly held 51,738 shares afterward.

How many IRTC shares did Chad Patterson acquire in the latest filing?

Chad Patterson acquired 17,318 shares of iRhythm Holdings (IRTC) common stock. These shares came from performance RSUs that vested after the board committee confirmed performance conditions were met for awards granted on February 27, 2023.

At what price were Chad Patterson’s IRTC shares sold in this Form 4?

Chad Patterson sold 8,967 iRhythm Holdings (IRTC) shares at an average price of $135.4189 per share. According to the filing, these shares were sold solely to satisfy tax withholding and remittance obligations from the RSU vesting.

Why did Chad Patterson sell IRTC shares after the RSU vesting?

The sale of 8,967 iRhythm Holdings (IRTC) shares was executed to cover tax withholding and remittance obligations arising from the vesting of performance RSUs. This type of transaction is commonly associated with equity award tax requirements.

How many IRTC shares does Chad Patterson own after these transactions?

After the reported Form 4 transactions, Chad Patterson directly owns 51,738 shares of iRhythm Holdings (IRTC) common stock. This reflects both the 17,318-share RSU vesting and the 8,967-share sale to cover related tax obligations.

What were the performance RSUs underlying Chad Patterson’s IRTC share acquisition?

The 17,318 acquired shares relate to performance RSUs granted to Chad Patterson on February 27, 2023. The Compensation & Human Capital Management Committee determined that performance conditions were met, triggering share delivery at no purchase price.