iRhythm (IRTC) CEO nets performance shares, sells portion to cover taxes

Rhea-AI Filing Summary

iRhythm Holdings President and CEO Quentin S. Blackford reported a performance-based stock vesting and related tax sale. On February 24, he acquired 46,687 shares of common stock at no cost through the vesting of performance RSUs granted on February 27, 2023, after the board committee determined the performance conditions were met.

On February 25, he sold 25,540 shares of common stock at an average price of $135.4189 per share solely to cover tax withholding and remittance obligations tied to that vesting. After these transactions, he directly owned 186,126 shares of iRhythm common stock.

Insider Trade Summary

Net Seller: 25,540 shares ($3,458,599)

Net Sell 2 txns

Insider Blackford Quentin S.

Role President and CEO

Sold 25,540 shs ($3.46M)

Type	Security	Shares	Price	Value
Sale	Common Stock	25,540	$135.4189	$3.46M
Grant/Award	Common Stock	46,687	$0.00	--

Holdings After Transaction: Common Stock — 186,126 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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
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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 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)

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

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		46,687(1)	A	$0	211,666	D
Common Stock	02/25/2026	02/25/2026	S		25,540(2)	D	$135.4189	186,126	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.
* 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.
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FAQ

What insider transactions did iRhythm (IRTC) CEO Quentin Blackford report?

Quentin S. Blackford reported a performance stock vesting and a related tax sale. He acquired 46,687 iRhythm shares from performance RSUs, then sold 25,540 shares to cover tax withholding obligations, leaving him with 186,126 directly owned shares.

How many iRhythm (IRTC) shares did the CEO acquire from performance RSUs?

He acquired 46,687 iRhythm common shares from performance RSUs. These units vested after the board’s Compensation & Human Capital Management Committee determined that the specified performance conditions tied to his February 27, 2023 grant had been met.

Why did the iRhythm (IRTC) CEO sell 25,540 shares of stock?

He sold 25,540 iRhythm shares to cover tax withholding and remittance obligations. The sale related specifically to the vesting of performance RSUs, rather than being described as a discretionary open-market sale for portfolio or liquidity purposes.

What was the average sale price for the iRhythm (IRTC) CEO’s tax shares?

The 25,540 iRhythm shares were sold at an average price of $135.4189 per share. This transaction was reported as common stock sold to satisfy tax obligations arising from the vesting of performance-based restricted stock units.

How many iRhythm (IRTC) shares does the CEO hold after these transactions?

After the award vesting and related tax sale, Quentin S. Blackford directly owned 186,126 iRhythm common shares. This post-transaction balance reflects the net shares retained following the acquisition of 46,687 shares and sale of 25,540 shares.

What performance conditions triggered the iRhythm (IRTC) CEO’s RSU vesting?

The vesting occurred after the board’s Compensation & Human Capital Management Committee determined that performance conditions on RSUs granted February 27, 2023 were met. Those conditions governed when the performance-based restricted stock units would convert into common shares.