STOCK TITAN

Director at iRhythm (NASDAQ: IRTC) sells 5,312 shares in 10b5-1 trades

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

Rhea-AI Filing Summary

iRhythm Holdings, Inc. director Abhijit Y. Talwalkar reported option exercises and offsetting share sales under a pre-set trading plan. On May 11, 2026, he exercised 5,312 Employee Stock Options at $10.71 per share and acquired the same number of common shares.

That same day he sold an aggregate of 5,312 common shares in multiple open‑market transactions at prices ranging from about $115.61 to $120.53, resulting in no net change in his common stock holdings. After these transactions, he directly owned 25,611 common shares. All trades were executed pursuant to a Rule 10b5-1 trading plan established on May 12, 2025.

Positive

  • None.

Negative

  • None.
Insider TALWALKAR ABHIJIT Y
Role null
Bought 5,312 shs ($57K)
Sold 5,312 shs ($626K)
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) 5,312 $10.71 $57K
Purchase Common Stock 5,312 $10.71 $57K
Sale Common Stock 940 $116.0542 $109K
Sale Common Stock 642 $116.9812 $75K
Sale Common Stock 2,293 $118.0163 $271K
Sale Common Stock 1,147 $119.1557 $137K
Sale Common Stock 290 $120.53 $35K
Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct, null); Common Stock — 25,611 shares (Direct, null)
Footnotes (1)
  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. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 11, 2026. The actual sale prices ranged from a low of $115.61 to a high of $116.61, 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 4 decimal points. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 11, 2026. The actual sale prices ranged from a low of $116.62 to a high of $117.31, 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 4 decimal points. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 11, 2026. The actual sale prices ranged from a low of $117.68 to a high of $118.45, 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 4 decimal points. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 11, 2026. The actual sale prices ranged from a low of $118.70 to a high of $119.63, 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 4 decimal points. 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.
Shares sold 5,312 shares Total common shares sold in open-market transactions on May 11, 2026
Option exercise shares 5,312 shares Employee Stock Options exercised into common stock on May 11, 2026
Exercise price $10.71 per share Conversion or exercise price of Employee Stock Options
Post-transaction holdings 25,611 shares Common stock directly owned after all May 11, 2026 trades
Highest reported sale price $120.53 per share Price for 290-share open-market sale of common stock
Sale price range (selected) $115.61–$119.63 Ranges of actual sale prices across disclosed May 11, 2026 trades
Rule 10b5-1 trading plan regulatory
"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."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted-average sale price financial
"Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 11, 2026."
Employee Stock Option (right to buy) financial
"security_title": "Employee Stock Option (right to buy)""
expiration date financial
"This option has an expiration date of May 23, 2026."
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.
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).
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 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
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 Stock05/11/202605/11/2026P5,312(1)A$10.7125,611D
Common Stock05/11/202605/11/2026S940(1)D$116.0542(2)24,671D
Common Stock05/11/202605/11/2026S642(1)D$116.9812(3)24,029D
Common Stock05/11/202605/11/2026S2,293(1)D$118.0163(4)21,736D
Common Stock05/11/202605/11/2026S1,147(1)D$119.1557(5)20,589D
Common Stock05/11/202605/11/2026S290(1)D$120.5320,299D
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
Employee Stock Option (right to buy)$10.7105/11/202605/11/2026M5,31206/23/201605/23/2026(6)Common Stock5,312$10.710D
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 May 11, 2026. The actual sale prices ranged from a low of $115.61 to a high of $116.61, 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 4 decimal points.
3. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 11, 2026. The actual sale prices ranged from a low of $116.62 to a high of $117.31, 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 4 decimal points.
4. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 11, 2026. The actual sale prices ranged from a low of $117.68 to a high of $118.45, 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 4 decimal points.
5. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 11, 2026. The actual sale prices ranged from a low of $118.70 to a high of $119.63, 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 4 decimal points.
6. 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:
/s/ Marc Rosenbaum, attorney-in-fact05/12/2026
** 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)

FAQ

What insider transactions did iRhythm (IRTC) director Abhijit Talwalkar report?

Abhijit Talwalkar reported exercising 5,312 stock options at $10.71 and selling 5,312 common shares in multiple open-market trades. The matched exercise and sale left his net common share count unchanged while converting option value into cash.

How many iRhythm (IRTC) shares did the director sell and at what prices?

He sold a total of 5,312 iRhythm common shares in several trades on May 11, 2026. Weighted-average prices per trade block ranged around $116–$120, with detailed price ranges from $115.61 up to $120.53 across the disclosed transactions.

What is Abhijit Talwalkar’s iRhythm (IRTC) share ownership after these trades?

Following the reported May 11, 2026 transactions, Abhijit Talwalkar directly owned 25,611 shares of iRhythm common stock. This figure reflects both the 5,312-share option exercise and the 5,312 shares sold, resulting in no net change in his common share holdings.

Were the iRhythm (IRTC) insider trades made under a Rule 10b5-1 plan?

Yes. All transactions were executed under a Rule 10b5-1 trading plan established by Abhijit Talwalkar on May 12, 2025. Such plans prearrange trading activity, which can indicate the timing of these sales was set in advance rather than being discretionary.

What options did the iRhythm (IRTC) director exercise in this Form 4 filing?

He exercised Employee Stock Options originally granted on May 23, 2016, covering 5,312 shares at a $10.71 exercise price. These options were part of a larger 21,248-share grant that vested monthly and carried an expiration date of May 23, 2026.