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iRhythm (NASDAQ: IRTC) EVP sells 1,716 shares to cover RSU taxes

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

iRhythm Holdings EVP and Chief Risk Officer Sumi Shrishrimal reported routine equity transactions. She acquired 133 shares of common stock at an average price of $96.815 per share through the company’s 2016 Employee Stock Purchase Plan for the period from December 1, 2025 through May 31, 2026, a transaction exempt from Section 16(b) under Rule 16b-3.

On June 2, 2026, she sold 1,716 shares of common stock at an average price of $108.1891 per share to cover tax withholding and remittance obligations related to vesting Restricted Stock Units. After these transactions, she directly owns 40,287 shares of iRhythm common stock.

Positive

  • None.

Negative

  • None.
Insider Shrishrimal Sumi
Role EVP, Chief Risk Officer
Sold 1,716 shs ($186K)
Type Security Shares Price Value
Sale Common Stock 1,716 $108.1891 $186K
Grant/Award Common Stock 133 $96.815 $13K
Holdings After Transaction: Common Stock — 40,287 shares (Direct, null)
Footnotes (1)
  1. Ms. Shrishrimal is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2016 Employee Stock Purchase Plan for the purchase period December 1, 2025 through May 31, 2026. This transaction is exempt from Section 16(b) under Rule 16b-3. These shares were sold to cover tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (RSUs).
Shares sold 1,716 shares Common stock sale on June 2, 2026
Sale price $108.1891 per share Average price for 1,716 shares sold
Shares acquired via ESPP 133 shares 2016 Employee Stock Purchase Plan period Dec 1, 2025–May 31, 2026
ESPP purchase price $96.815 per share Average price for 133 shares acquired
Post-transaction holdings 40,287 shares Direct ownership after reported transactions
2016 Employee Stock Purchase Plan financial
"pursuant to the Issuer's 2016 Employee Stock Purchase Plan for the purchase period"
Section 16(b) regulatory
"This transaction is exempt from Section 16(b) under Rule 16b-3."
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3 regulatory
"This transaction is exempt from Section 16(b) under Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Shrishrimal Sumi
(Last)(First)(Middle)
C/O IRHYTHM HOLDINGS, INC.
699 8TH ST #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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Risk Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/29/202605/29/2026AV133(1)A$96.81542,003D
Common Stock06/02/202606/02/2026S1,716(2)D$108.189140,287D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Ms. Shrishrimal is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2016 Employee Stock Purchase Plan for the purchase period December 1, 2025 through May 31, 2026. This transaction is exempt from Section 16(b) under Rule 16b-3.
2. 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-fact06/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did iRhythm (IRTC) EVP Sumi Shrishrimal report?

She reported acquiring 133 iRhythm shares via the company’s 2016 Employee Stock Purchase Plan and selling 1,716 shares. The sale was made solely to cover tax withholding obligations from vesting Restricted Stock Units, indicating a routine, tax-related disposition rather than a discretionary portfolio shift.

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

Sumi Shrishrimal sold 1,716 shares of iRhythm common stock at an average price of $108.1891 per share. According to the disclosure, these shares were sold specifically to satisfy tax withholding and remittance obligations arising from the vesting of Restricted Stock Units (RSUs).

How many iRhythm (IRTC) shares did the EVP acquire through the ESPP?

She acquired 133 shares of iRhythm common stock through the 2016 Employee Stock Purchase Plan at an average price of $96.815 per share. The purchase covered the offering period from December 1, 2025 through May 31, 2026 and is exempt under Section 16(b) Rule 16b-3.

How many iRhythm (IRTC) shares does the EVP hold after these transactions?

Following the reported acquisition and tax-related sale, Sumi Shrishrimal directly owns 40,287 shares of iRhythm common stock. This figure reflects her post-transaction holdings as disclosed, showing she retains a substantial equity position after covering RSU-related tax obligations.

Were the iRhythm (IRTC) insider transactions exempt under Section 16 rules?

The acquisition of 133 shares through the 2016 Employee Stock Purchase Plan is reported as exempt from Section 16(b) under Rule 16b-3. The sale of 1,716 shares was undertaken to cover tax withholding on RSU vesting, a common structure for equity compensation events.