What plan was used for Sean Clinton Freeman’s iRhythm (IRTC) share acquisition?

The acquisition occurred under iRhythm’s 2016 Employee Stock Purchase Plan. The footnote specifies the purchase period ran from December 1, 2025 through May 31, 2026 for these shares.

What regulatory treatment applies to Sean Clinton Freeman’s iRhythm (IRTC) share acquisition?

The transaction is exempt from Section 16(b) under Rule 16b-3. This exemption generally applies to certain insider transactions made under approved issuer compensation or benefit plans, such as employee stock purchase plans.

iRhythm (IRTC) EVP adds shares through 2016 Employee Stock Purchase Plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

iRhythm Holdings EVP Sean Clinton Freeman acquired additional company stock through a compensation plan. He received 273 shares of common stock on May 29, 2026 at $96.815 per share, increasing his direct holdings to 14,559 shares. The footnote explains this was a voluntary report of shares acquired under iRhythm’s 2016 Employee Stock Purchase Plan for the purchase period from December 1, 2025 through May 31, 2026, and notes the transaction is exempt from Section 16(b) under Rule 16b-3, indicating it is a routine, plan-based acquisition rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Freeman Sean Clinton

Role EVP, Strategy & Corp Devt

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	273	$96.815	$26K

Holdings After Transaction: Common Stock — 14,559 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares acquired: 273 shares Transaction price: $96.815 per share Post-transaction holdings: 14,559 shares +2 more

5 metrics

Shares acquired 273 shares Common stock acquired on May 29, 2026

Transaction price $96.815 per share Price for ESPP acquisition

Post-transaction holdings 14,559 shares Direct common stock held after acquisition

Purchase period start December 1, 2025 ESPP purchase period referenced in footnote

Purchase period end May 31, 2026 ESPP purchase period referenced in footnote

Key Terms

2016 Employee Stock Purchase Plan, Section 16(b), Rule 16b-3

3 terms

2016 Employee Stock Purchase Plan financial

"acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2016 Employee Stock Purchase Plan"

Section 16(b) regulatory

"This transaction is exempt from Section 16(b) under Rule 16b-3"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Rule 16b-3 regulatory

"This transaction is exempt from Section 16(b) under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/01/2026 - 04:34 PM Accepted by SEC EDGAR 06/01/2026 - 04:31 PM

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^*

Freeman Sean Clinton

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Strategy & Corp Devt

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/29/2026	05/29/2026	A	V	273⁽¹⁾	A	$96.815	14,559	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Mr. Freeman is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2016 Employee Stock Purchase Plan for the purchase period December 1, 2025 through May 31, 2026. This transaction is exempt from Section 16(b) under Rule 16b-3.

Remarks:

	/s/ Marc Rosenbaum, attorney-in-fact	06/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did iRhythm Holdings (IRTC) report for Sean Clinton Freeman?

Sean Clinton Freeman acquired 273 shares of iRhythm common stock. The shares were received as part of the company’s 2016 Employee Stock Purchase Plan, reflecting routine compensation-related ownership rather than an open-market trade.

At what price did Sean Clinton Freeman acquire iRhythm (IRTC) shares in this Form 4?

He acquired the 273 iRhythm shares at $96.815 per share. This price reflects the transaction value reported for the employee stock purchase plan acquisition on May 29, 2026.

How many iRhythm (IRTC) shares does Sean Clinton Freeman hold after this transaction?

After the acquisition, Sean Clinton Freeman directly holds 14,559 iRhythm common shares. This total includes the 273 shares acquired through the company’s 2016 Employee Stock Purchase Plan reported in this Form 4.

Is Sean Clinton Freeman’s latest iRhythm (IRTC) stock transaction considered an open-market purchase?

No, it is not an open-market purchase. The Form 4 footnote states the acquisition was through the 2016 Employee Stock Purchase Plan and is exempt from Section 16(b) under Rule 16b-3.