iRhythm (IRTC) CAO nets RSU award, sells shares for tax withholding

Rhea-AI Filing Summary

iRhythm Holdings, Inc. Chief Accounting Officer Marc Wade Rosenbaum reported two transactions in common stock. On February 24, 2026, he acquired 9,210 shares at $0.00 per share through a grant determined by the board’s Compensation & Human Capital Management Committee after performance conditions for previously granted performance RSUs were met. On February 25, 2026, he sold 4,797 shares at an average price of $135.4189 per share to cover tax withholding and remittance obligations related to the vesting of those performance RSUs. Following these transactions, he directly owned 15,014 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^*

Rosenbaum Marc Wade

(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)
	Chief Accounting 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		9,210(1)	A	$0	19,811	D
Common Stock	02/25/2026	02/25/2026	S		4,797(2)	D	$135.4189	15,014	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:

	Marc Rosenbaum	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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** 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) report for Marc Wade Rosenbaum?

iRhythm (IRTC) reported that Chief Accounting Officer Marc Wade Rosenbaum received a grant of 9,210 common shares after performance conditions were met and sold 4,797 shares. The sale was specifically to cover tax withholding and remittance obligations tied to vesting performance RSUs.

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

Marc Wade Rosenbaum sold 4,797 shares of iRhythm (IRTC) common stock at an average price of $135.4189 per share. According to the filing, these shares were sold solely to satisfy tax withholding and remittance obligations arising from the vesting of performance RSUs.

What equity award did iRhythm (IRTC) grant to its Chief Accounting Officer?

The Chief Accounting Officer of iRhythm (IRTC), Marc Wade Rosenbaum, acquired 9,210 common shares at $0.00 per share. This reflects the settlement of performance RSUs granted on August 11, 2023, after the board committee determined that the related performance conditions had been achieved.

Why were some iRhythm (IRTC) shares sold by the Chief Accounting Officer?

The 4,797 iRhythm (IRTC) shares were sold to cover tax withholding and remittance obligations tied to vesting performance RSUs. This type of sale is commonly used so insiders can meet tax liabilities without using separate cash to pay the required amounts.

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

After the reported Form 4 transactions, Marc Wade Rosenbaum directly owns 15,014 shares of iRhythm (IRTC) common stock. This figure reflects both the 9,210-share performance RSU grant and the subsequent sale of 4,797 shares executed to satisfy tax withholding obligations.