iRhythm (IRTC) CMO receives 15,060 RSU shares, sells 7,804 to cover taxes

Rhea-AI Filing Summary

iRhythm Holdings executive Minang Turakhia, Chief Medical/Scientific Officer and EVP Advanced Technology, reported a mix of equity award and related share sale. On February 24, 2026, he acquired 15,060 shares of common stock at $0.00 per share through the vesting of performance RSUs granted on February 27, 2023, after the compensation committee determined the performance conditions were met. On February 25, 2026, he sold 7,804 shares at an average price of $135.4189 per share to cover tax withholding and remittance obligations tied to this vesting. Following these transactions, he directly held 48,899 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^*

Turakhia Minang

(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)
	CHIEF MED/SCI OFCR EVP ADVTECH

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		15,060(1)	A	$0	56,703	D
Common Stock	02/25/2026	02/25/2026	S		7,804(2)	D	$135.4189	48,899	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
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FAQ

What insider transactions did Minang Turakhia report for iRhythm Holdings (IRTC)?

Minang Turakhia reported a performance-based equity award and a related share sale. He acquired 15,060 iRhythm shares via vested performance RSUs, then sold 7,804 shares to satisfy tax withholding, leaving him with 48,899 directly held common shares.

How many iRhythm (IRTC) shares did Minang Turakhia acquire in the latest Form 4?

He acquired 15,060 iRhythm shares at $0.00 per share. The shares came from performance RSUs granted on February 27, 2023, which vested after the board’s compensation committee determined the performance conditions had been met.

Why did Minang Turakhia sell iRhythm (IRTC) shares in this Form 4 filing?

He sold 7,804 iRhythm shares to cover tax withholding and remittance obligations. The sale followed the vesting of performance RSUs and was executed at an average price of $135.4189 per share, according to the footnote disclosure.

At what price were Minang Turakhia’s iRhythm (IRTC) shares sold?

The 7,804 iRhythm shares were sold at an average price of $135.4189 per share. This transaction was reported as an open-market sale and was undertaken to satisfy tax obligations associated with the RSU vesting.

How many iRhythm Holdings (IRTC) shares does Minang Turakhia own after these transactions?

After the reported award and tax-related sale, Minang Turakhia directly holds 48,899 shares of iRhythm common stock. This post-transaction balance reflects both the 15,060-share RSU vesting and the 7,804-share sale for tax withholding.

What type of equity award did Minang Turakhia receive from iRhythm (IRTC)?

He received shares upon vesting of performance Restricted Stock Units (RSUs). The compensation committee determined that performance conditions for RSUs granted on February 27, 2023, were met, resulting in the issuance of 15,060 common shares at no purchase price.