iRhythm (IRTC) CAO sells 816 shares in tax-withholding stock transactions

Rhea-AI Filing Summary

iRhythm Holdings, Inc. Chief Accounting Officer Marc Wade Rosenbaum reported two small sales of common stock related to equity compensation. On March 2, 2026, he sold 399 shares at $128.447 per share and 417 shares at $128.452 per share. A footnote states these sales were made to cover tax withholding and remittance obligations tied to vesting Restricted Stock Units, rather than discretionary selling. After these transactions, he directly held 16,706 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^*

Rosenbaum Marc Wade

(Last) (First) (Middle)

C/O IRHYTHM HOLDINGS, INC.

699 8TH STREET, #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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026	03/02/2026	S		399(1)	D	$128.447	17,123	D
Common Stock	03/02/2026	03/02/2026	S		417(1)	D	$128.452	16,706	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. These shares were sold to cover tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (RSUs).

Remarks:

	Marc Rosenbaum	03/03/2026
	** 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 transaction did iRhythm (IRTC) disclose for Marc Wade Rosenbaum?

iRhythm disclosed that Chief Accounting Officer Marc Wade Rosenbaum sold 816 shares of common stock on March 2, 2026. The shares were sold in two small transactions specifically to cover tax withholding obligations from vesting Restricted Stock Units.

How many iRhythm (IRTC) shares did the CAO sell and at what prices?

Marc Wade Rosenbaum sold a total of 816 iRhythm shares in two trades. He sold 399 shares at $128.447 per share and 417 shares at $128.452 per share, both recorded as open-market sales on March 2, 2026.

Why were the iRhythm (IRTC) shares sold by the Chief Accounting Officer?

The shares were sold to satisfy tax withholding and remittance obligations triggered by vesting Restricted Stock Units. This type of sale is commonly used to cover income tax liabilities on equity awards rather than representing a discretionary decision to reduce holdings.

How many iRhythm (IRTC) shares does Marc Wade Rosenbaum hold after the Form 4 sales?

Following the reported transactions, Marc Wade Rosenbaum directly owns 16,706 shares of iRhythm common stock. The Form 4 shows this share balance after completing the two small tax-related sales on March 2, 2026.

What is the transaction code used in the iRhythm (IRTC) Form 4 for these sales?

The Form 4 lists the transaction code as “S,” indicating open-market or private sales of common stock. Although coded as sales, the filing’s footnote clarifies that the transactions were executed solely to cover tax withholding tied to RSU vesting.

Does the iRhythm (IRTC) Form 4 indicate the CAO was buying or selling stock overall?

The Form 4 indicates net selling activity, with 816 shares sold and no shares purchased. Both transactions are classified as open-market sales, and the summary data shows a net-sell direction for the reporting period.