iRhythm (NASDAQ: IRTC) CAO acquires ESPP shares, sells some for taxes

Rhea-AI Filing Summary

iRhythm Holdings, Inc. Chief Accounting Officer Marc Wade Rosenbaum reported two recent transactions in the company’s common stock. He acquired 178 shares at $96.815 per share through the 2016 Employee Stock Purchase Plan for the purchase period from December 1, 2025 to May 31, 2026, in a transaction exempt from Section 16(b) under Rule 16b-3. He also sold 729 shares at an average price of $108.1893 per share to cover tax withholding and remittance obligations arising from the vesting of Restricted Stock Units. After these transactions, he directly holds 16,155 shares of iRhythm common stock.

Insider Trade Summary

Net Seller: 729 shares ($78,870)

Net Sell 2 txns

Insider Rosenbaum Marc Wade

Role Chief Accounting Officer

Sold 729 shs ($79K)

Type	Security	Shares	Price	Value
Sale	Common Stock	729	$108.1893	$79K
Grant/Award	Common Stock	178	$96.815	$17K

Holdings After Transaction: Common Stock — 16,155 shares (Direct, null)

Footnotes (1)

1. Mr. Rosenbaum 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. These shares were sold to cover tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (RSUs).

Key Figures

Shares sold: 729 shares Sale price: $108.1893 per share Shares acquired: 178 shares +4 more

7 metrics

Shares sold 729 shares Common Stock sold on June 2, 2026

Sale price $108.1893 per share Average price for 729 shares sold

Shares acquired 178 shares Common Stock acquired May 29, 2026 via ESPP

Acquisition price $96.815 per share Price for ESPP acquisition of 178 shares

Post-transaction holdings 16,155 shares Common Stock directly held after June 2, 2026 sale

ESPP purchase period start December 1, 2025 Start of ESPP purchase period for acquired shares

ESPP purchase period end May 31, 2026 End of ESPP purchase period for acquired shares

Key Terms

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

4 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 for the purchase period"

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.

Restricted Stock Units (RSUs) financial

"These shares were sold to cover tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (RSUs)."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

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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
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^*

Rosenbaum Marc Wade

(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)
	Chief Accounting Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/29/2026	05/29/2026	A	V	178(1)	A	$96.815	16,884	D
Common Stock	06/02/2026	06/02/2026	S		729(2)	D	$108.1893	16,155	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. Mr. Rosenbaum 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.

2. These shares were sold to cover tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (RSUs).

Remarks:

	/s/ Marc Rosenbaum	06/03/2026
	** 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)

FAQ

What insider transactions did iRhythm (IRTC) Chief Accounting Officer Marc Rosenbaum report?

Marc Wade Rosenbaum reported two transactions in iRhythm common stock: an acquisition of 178 shares through the 2016 Employee Stock Purchase Plan and a sale of 729 shares to cover tax withholding tied to Restricted Stock Unit vesting, leaving him with 16,155 shares.

How many iRhythm (IRTC) shares did Marc Rosenbaum sell and at what price?

Marc Wade Rosenbaum sold 729 shares of iRhythm common stock at an average price of $108.1893 per share. The filing states these shares were sold to cover tax withholding and remittance obligations associated with the vesting of Restricted Stock Units (RSUs).

How did Marc Rosenbaum acquire new iRhythm (IRTC) shares in this Form 4?

He acquired 178 shares of iRhythm common stock at $96.815 per share under the company’s 2016 Employee Stock Purchase Plan. The purchase covered the period from December 1, 2025 through May 31, 2026 and is exempt from Section 16(b) under Rule 16b-3.

How many iRhythm (IRTC) shares does Marc Rosenbaum hold after these transactions?

Following the reported acquisition and tax-related sale, Marc Wade Rosenbaum directly holds 16,155 shares of iRhythm common stock. This post-transaction holding figure is explicitly stated in the Form 4 for the non-derivative common stock position.

Why were some of Marc Rosenbaum’s iRhythm (IRTC) shares sold according to the Form 4?

The Form 4 notes that 729 shares were sold to cover tax withholding and remittance obligations arising from the vesting of Restricted Stock Units. This indicates the disposition was tied to tax obligations linked to equity compensation rather than a discretionary open-market sale.

What is the significance of Rule 16b-3 in Marc Rosenbaum’s iRhythm (IRTC) share acquisition?

The filing states his acquisition of 178 shares via the 2016 Employee Stock Purchase Plan is exempt from Section 16(b) under Rule 16b-3. This rule provides an exemption from short-swing profit rules for certain issuer-approved employee benefit and compensation-related transactions.