Tax-related share sale by iRhythm (IRTC) EVP after RSU vesting

Rhea-AI Filing Summary

iRhythm Holdings, Inc. executive Sean Clinton Freeman, EVP of Strategy & Corporate Development, reported a sale of 918 shares of common stock at $124.71 per share. According to the footnote, these shares were sold solely to cover tax withholding obligations tied to the vesting of Restricted Stock Units. After this tax-related transaction, he directly holds 13,641 shares, indicating a relatively small, routine reduction in his overall position.

Insider Trade Summary

Net Seller: 918 shares ($114,484)

Net Sell 1 txn

Insider Freeman Sean Clinton

Role EVP, Strategy & Corp Devt

Sold 918 shs ($114K)

Type	Security	Shares	Price	Value
Sale	Common Stock	918	$124.71	$114K

Holdings After Transaction: Common Stock — 13,641 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares sold: 918 shares Sale price per share: $124.71 per share Shares held after transaction: 13,641 shares +1 more

4 metrics

Shares sold 918 shares Common Stock sale on 2026-07-02

Sale price per share $124.71 per share Open-market sale to cover taxes

Shares held after transaction 13,641 shares Direct ownership after tax-related sale

Transaction type Sale to cover tax withholding Linked to RSU vesting per footnote

Key Terms

Restricted Stock Units (RSUs), tax withholding, open-market sale, Common Stock

4 terms

Restricted Stock Units (RSUs) financial

"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.

tax withholding financial

"sold to cover tax withholding and remittance obligations"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:04 PM Accepted by SEC EDGAR 07/06/2026 - 04:03 PM Learn about SEC filing dates

FAQ

What did iRhythm Holdings (IRTC) executive Sean Clinton Freeman report in this Form 4?

He reported a sale of 918 iRhythm Holdings shares at $124.71 each. The filing notes the shares were sold to satisfy tax withholding obligations arising from the vesting of Restricted Stock Units rather than a discretionary portfolio decision.

Why did Sean Clinton Freeman sell 918 shares of iRhythm Holdings (IRTC)?

The filing states the 918 shares were sold to cover tax withholding and remittance obligations from Restricted Stock Unit vesting. Such tax-related sales are generally mechanical and occur when equity awards vest and trigger income tax liabilities for the recipient.

How many iRhythm Holdings (IRTC) shares does Sean Clinton Freeman hold after this transaction?

Following the reported sale, he directly holds 13,641 shares of iRhythm Holdings common stock. This remaining stake, as shown in the Form 4, suggests the 918-share tax-related sale represents a relatively small portion of his overall reported holdings.

Was the iRhythm Holdings (IRTC) transaction an open-market sale?

The Form 4 codes the transaction as an open-market sale at $124.71 per share. However, the footnote clarifies that the purpose was to cover tax withholding obligations tied to Restricted Stock Unit vesting, not a discretionary reduction of his investment position.

Does this iRhythm Holdings (IRTC) Form 4 indicate a change in insider sentiment?

The transaction is described as a sale to cover tax withholding on RSU vesting, which is typically a routine administrative event. Because the executive retains 13,641 shares afterward, the filing mainly reflects tax management rather than a clear sentiment-driven trade.

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^*

Freeman Sean Clinton

(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)
	EVP, Strategy & Corp Devt

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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	07/02/2026	07/02/2026	S		918(1)	D	$124.71	13,641	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. 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, attorney-in-fact	07/06/2026
	** 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)