iRhythm director receives 1,573-share RSU award

MCGINNIS KAREN K reported acquisition or exercise transactions in this Form 4 filing. iRhythm Holdings, Inc. director Karen K. McGinnis received an equity grant of 1,573 shares of common stock in the form of restricted stock units (RSUs).

Rhea-AI Filing Summary

MCGINNIS KAREN K reported acquisition or exercise transactions in this Form 4 filing.

iRhythm Holdings, Inc. director Karen K. McGinnis received an equity grant of 1,573 shares of common stock in the form of restricted stock units (RSUs). The award was granted at no cash cost per share and is part of her director compensation.

Each RSU represents a contingent right to receive one share of iRhythm common stock. The RSUs vest on the earlier of one year after the grant date or the company’s next annual meeting. After this grant, McGinnis directly holds 3,608 shares of common stock.

Insider Trade Summary

Grant/Award: 1,573 shares

Grant/Award 1 txn

Insider MCGINNIS KAREN K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,573	$0.00	$0.00

Holdings After Transaction: Common Stock — 3,608 shares (Direct)

Footnotes (1)

1. F1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of IRTC Common Stock. The vesting occurs on the earlier of (i) one year after grant or the (ii) the date of the company's next annual meeting.

Key Figures

RSUs granted: 1,573 shares Award price per share: $0.00 per share Shares held after grant: 3,608 shares +2 more

5 metrics

RSUs granted 1,573 shares Restricted stock unit award to director on May 27, 2026

Award price per share $0.00 per share Equity compensation grant, no cash paid by director

Shares held after grant 3,608 shares Total common stock directly held following RSU award

Vesting trigger 1 1 year after grant Time-based vesting condition for RSU award

Vesting trigger 2 Next annual meeting date Alternative vesting trigger, earlier of the two dates applies

Key Terms

restricted stock units ("RSUs"), contingent right, vesting, annual meeting

4 terms

restricted stock units ("RSUs") financial

"These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

contingent right financial

"Each RSU represents a contingent right to receive one share of IRTC Common Stock."

vesting financial

"The vesting occurs on the earlier of (i) one year after grant or (ii) the date"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

annual meeting financial

"the (ii) the date of the company's next annual meeting."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

FAQ

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

What insider transaction did iRhythm (IRTC) report for Karen K. McGinnis?

iRhythm reported that director Karen K. McGinnis received a grant of 1,573 restricted stock units. Each RSU represents a contingent right to one share of common stock, increasing her direct holdings to 3,608 shares following the award.

What are the terms of the 1,573 RSU award at iRhythm (IRTC)?

The 1,573 RSUs granted to director Karen K. McGinnis were issued at no cash cost per share. Each RSU converts into one share of iRhythm common stock upon vesting, subject to the specified vesting schedule tied to time and the annual meeting.

When do Karen K. McGinnis’s RSUs in iRhythm (IRTC) vest?

The RSUs vest on the earlier of one year after the grant date or the date of iRhythm’s next annual meeting. This time-based vesting structure aligns the director’s equity compensation with continued board service over that period.

How many iRhythm (IRTC) shares does Karen K. McGinnis hold after this Form 4?

Following the RSU grant, Karen K. McGinnis is reported to hold 3,608 shares of iRhythm common stock directly. This total includes the effect of the 1,573-share restricted stock unit award disclosed in the Form 4 filing.

Is the iRhythm (IRTC) RSU grant to Karen K. McGinnis a market purchase?

No, the 1,573-share award is a grant of restricted stock units as compensation, not an open-market purchase. The transaction price per share is reported as zero, reflecting that it is an equity award rather than a cash-funded share acquisition.

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

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Accepted by SEC EDGAR 05/29/2026 - 04:03 PM Learn about SEC filing dates

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^*

MCGINNIS KAREN K

(Last) (First) (Middle)

C/O IRHYTHM HOLDINGS, INC.

699 8TH STREET, #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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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	05/27/2026		A		1,573(1)	A	$0	3,608	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 securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of IRTC Common Stock. The vesting occurs on the earlier of (i) one year after grant or the (ii) the date of the company's next annual meeting.

Remarks:

(1) 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. (2) Exhibit 24 - Power of Attorney

	/s/ Marc Rosenbaum, attorney-in-fact	05/29/2026
	** 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)