Director at iRhythm (NASDAQ: IRTC) sells 5,312 shares under plan

Rhea-AI Filing Summary

iRhythm Holdings, Inc. director Abhijit Y. Talwalkar reported exercising employee stock options for 5,312 shares at $10.710 per share and receiving an equal number of common shares on February 23, 2026. He then sold 5,312 common shares in multiple open-market transactions at prices including $143.400, $145.317, $146.951, and $147.616 per share, leaving 20,299 shares of common stock held directly.

All transactions were carried out under a Rule 10b5-1 trading plan established on May 12, 2025. The exercised option was originally granted on May 23, 2016 for 21,248 shares, vested in thirty-six equal monthly installments, and has an expiration date of May 23, 2026; the plan covers options expiring in 2026 and 2027.

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).

X

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^*

TALWALKAR ABHIJIT Y

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026	02/23/2026	M		5,312(1)	A	$10.71	25,611	D
Common Stock	02/23/2026	02/23/2026	S		1,378(1)	D	$143.4	24,233	D
Common Stock	02/23/2026	02/23/2026	S		1,725(1)	D	$145.317(2)	22,508	D
Common Stock	02/23/2026	02/23/2026	S		572(1)	D	$146.951(3)	21,936	D
Common Stock	02/23/2026	02/23/2026	S		1,637(1)	D	$147.616(4)	20,299	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
Employee Stock Option (right to buy)	$10.71	02/23/2026	02/23/2026	M			5,312	06/23/2016	05/23/2026(5)	Common Stock	5,312	$10.71	5,312	D

Explanation of Responses:

1. All transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by Mr. Talwalkar on May 12, 2025.

2. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 23, 2026. The actual sale prices ranged from a low of $145.190 to a high of $145.530, inclusive. Mr. Talwalkar undertakes to provide upon request of the SEC staff, iRhythm Holdings, Inc. or any security holder of iRhythm Holdings, Inc., full information regarding the numbers of shares sold at each price within the range. The weighted-average sale price reflected has been rounded to 3 decimal points.

3. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 23, 2026. The actual sale prices ranged from a low of $146.300 to a high of $147.200, inclusive. Mr. Talwalkar undertakes to provide upon request of the SEC staff, iRhythm Holdings, Inc. or any security holder of iRhythm Holdings, Inc., full information regarding the numbers of shares sold at each price within the range. The weighted-average sale price reflected has been rounded to 3 decimal points.

4. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 23, 2026. The actual sale prices ranged from a low of $147.340 to a high of $148.130, inclusive. Mr. Talwalkar undertakes to provide upon request of the SEC staff, iRhythm Holdings, Inc. or any security holder of iRhythm Holdings, Inc., full information regarding the numbers of shares sold at each price within the range. The weighted-average sale price reflected has been rounded to 3 decimal points.

5. The option, originally granted on May 23, 2016 for 21,248 shares, vested in thirty-six equal monthly installments. This option has an expiration date of May 23, 2026. The Rule 10b5-1 trading plan of Mr. Talwalkar solely covers shares subject to options expiring in 2026 and 2027.

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	02/24/2026
	** 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) director Abhijit Talwalkar report?

Abhijit Y. Talwalkar reported exercising employee stock options for 5,312 shares at $10.710 and receiving an equal number of common shares, then selling 5,312 common shares in several open-market transactions on February 23, 2026, while retaining 20,299 shares directly.

How many iRhythm (IRTC) shares did Abhijit Talwalkar sell and at what prices?

He sold a total of 5,312 iRhythm common shares in multiple trades. Reported sale prices included $143.400, $145.317, $146.951, and $147.616 per share, with related footnotes describing weighted-average prices and actual trade ranges executed on February 23, 2026.

Was Abhijit Talwalkar’s iRhythm (IRTC) trading done under a Rule 10b5-1 plan?

Yes, all reported transactions were executed pursuant to a Rule 10b5-1 trading plan that Mr. Talwalkar established on May 12, 2025. The plan covers shares subject to options expiring in 2026 and 2027, including the option exercised in this filing.

How many iRhythm (IRTC) shares does Abhijit Talwalkar hold after these transactions?

Following the option exercise and subsequent sales, Mr. Talwalkar directly holds 20,299 shares of iRhythm common stock. This figure reflects his direct ownership immediately after all reported February 23, 2026 transactions were completed under the disclosed trading plan.

What are the key details of the iRhythm (IRTC) stock option exercised by Abhijit Talwalkar?

The option was originally granted on May 23, 2016 for 21,248 shares, vesting in thirty-six equal monthly installments. It carries an exercise price of $10.710 per share and an expiration date of May 23, 2026, and was partially exercised for 5,312 shares.

What trading ranges are disclosed for the iRhythm (IRTC) share sales by Abhijit Talwalkar?

Footnotes state weighted-average prices and ranges for grouped trades. Actual sale prices on February 23, 2026 ranged from lows of $145.190, $146.300, and $147.340 to highs of $145.530, $147.200, and $148.130 per share, with detailed breakdowns available on request.