iRhythm (IRTC) risk chief nets RSU award, sells shares for taxes

Rhea-AI Filing Summary

iRhythm Holdings EVP and Chief Risk Officer Sumi Shrishrimal reported equity compensation activity and a related tax sale. On February 24, 2026, she acquired 11,294 shares of common stock at $0.00 per share from performance RSUs granted on February 27, 2023, after the board committee determined performance conditions were met. This increased her direct holdings to 45,399 shares. On February 25, 2026, she sold 6,217 shares of common stock at an average price of $135.4189 per share, leaving 39,182 shares held directly. A footnote states these shares were sold to cover tax withholding and remittance obligations tied to the vesting of the performance RSUs.

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^*

Shrishrimal Sumi

(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)
	EVP, Chief Risk 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		11,294(1)	A	$0	45,399	D
Common Stock	02/25/2026	02/25/2026	S		6,217(2)	D	$135.4189	39,182	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 iRhythm (IRTC) EVP Sumi Shrishrimal report?

Sumi Shrishrimal reported acquiring 11,294 iRhythm shares from vested performance RSUs and selling 6,217 shares. The sale was specifically to cover tax withholding obligations related to the RSU vesting, leaving her with 39,182 shares held directly after the transactions.

How many iRhythm (IRTC) shares did the EVP sell and at what price?

She sold 6,217 shares of iRhythm common stock at an average price of $135.4189 per share. According to the filing footnote, this sale was executed solely to satisfy tax withholding and remittance obligations arising from the vesting of performance RSUs.

What was the size and nature of the iRhythm (IRTC) share award to the EVP?

She acquired 11,294 iRhythm shares at $0.00 per share upon vesting of performance RSUs. The Compensation & Human Capital Management Committee determined performance conditions for RSUs granted on February 27, 2023 were met, triggering this equity award and increasing her direct ownership before the tax-related sale.

How many iRhythm (IRTC) shares does the EVP hold after these Form 4 transactions?

After the reported transactions, Sumi Shrishrimal directly holds 39,182 iRhythm shares. Her holdings rose to 45,399 shares after the performance RSUs vested, then decreased when 6,217 shares were sold to cover associated tax withholding and remittance obligations the next day.

Were the iRhythm (IRTC) insider sales discretionary or tax-related?

The sale of 6,217 iRhythm shares was tax-related, not purely discretionary. A footnote explains the shares were sold to cover tax withholding and remittance obligations linked to the vesting of performance RSUs that had been granted to the reporting executive in February 2023.

What role does the reporting person hold at iRhythm (IRTC)?

The reporting person, Sumi Shrishrimal, serves as Executive Vice President and Chief Risk Officer at iRhythm. Her Form 4 details equity compensation activity through performance RSUs and a tax-withholding share sale, clarifying how her direct ownership position changed over two consecutive February 2026 dates.