iRhythm (NASDAQ: IRTC) EVP nets shares after RSU vesting, tax sale

Rhea-AI Filing Summary

iRhythm Holdings, Inc. executive vice president Mervin Smith reported performance-based equity vesting and related tax sales of company stock. He acquired 9,210 shares of common stock on February 24, 2026 at $0.00 per share from performance RSUs after a board committee determined the performance conditions were met.

On February 25, 2026, he sold 4,041 shares of common stock at an average price of $135.4189 per share to cover tax withholding and remittance obligations tied to the RSU vesting. After these transactions, he directly owned 20,275 shares of iRhythm common stock.

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^*

Smith Mervin

(Last) (First) (Middle)

C/O IRHYTHM HOLDINGS, INC.

699 8TH STREET, #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 Strategic Business Ops

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		9,210(1)	A	$0	24,316	D
Common Stock	02/25/2026	02/25/2026	S		4,041(2)	D	$135.4189	20,275	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 August 11, 2023.

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

Remarks:

	/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).
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FAQ

What insider transactions did iRhythm (IRTC) EVP Mervin Smith report on this Form 4?

Mervin Smith reported vesting of performance RSUs and a related tax sale. He acquired 9,210 shares from performance RSUs, then sold 4,041 shares of iRhythm common stock to satisfy tax withholding obligations from that vesting event.

How many iRhythm (IRTC) shares did Mervin Smith acquire through performance RSUs?

He acquired 9,210 shares of iRhythm common stock at $0.00 per share. The shares were issued when a board committee determined performance conditions for previously granted performance RSUs, dated August 11, 2023, were satisfied, triggering the share delivery.

How many iRhythm (IRTC) shares did Mervin Smith sell and at what price?

He sold 4,041 shares of iRhythm common stock at an average price of $135.4189 per share. According to the filing footnote, these shares were sold specifically to cover tax withholding and remittance obligations tied to the RSU vesting.

Were Mervin Smith’s iRhythm (IRTC) stock sales discretionary open-market sales?

The Form 4 describes the transaction with code S, but a footnote states the 4,041 shares were sold solely to cover tax withholding and remittance obligations from vesting performance RSUs, indicating a tax-related sale rather than a purely discretionary open-market liquidation.

What is Mervin Smith’s iRhythm (IRTC) share ownership after these Form 4 transactions?

Following the RSU share acquisition and related tax sale, Mervin Smith directly owned 20,275 shares of iRhythm common stock. This total reflects the net result of the 9,210-share grant and the 4,041-share tax-withholding sale reported.

What role does Mervin Smith hold at iRhythm (IRTC) in this Form 4 filing?

In this Form 4, Mervin Smith is identified as an officer of iRhythm Holdings, Inc. with the title EVP Strategic Business Ops. The reported transactions involve his directly held shares of iRhythm common stock, as disclosed in the ownership fields.