iRhythm director awarded 1,573 RSUs in stock grant

iRhythm Holdings director Cathleen Noel Bairey Merz received an equity award of 1,573 shares of Common Stock through restricted stock units.

Rhea-AI Filing Summary

iRhythm Holdings director Cathleen Noel Bairey Merz received an equity award of 1,573 shares of Common Stock through restricted stock units. The grant was made at no cash cost to her and is a form of stock-based compensation rather than an open-market purchase.

Each RSU converts into one iRhythm share when it vests. The units vest on the earlier of one year after the grant date or the company’s next annual meeting. After this award, she directly holds 10,546 shares of iRhythm common stock.

Insider Trade Summary

Grant/Award: 1,573 shares

Grant/Award 1 txn

Insider Bairey Merz Cathleen Noel

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,573	$0.00	$0.00

Holdings After Transaction: Common Stock — 10,546 shares (Direct)

Footnotes (1)

1. F1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of IRTC Common Stock. The vesting occurs on the earlier of (i) one year after grant or the (ii) the date of the company's next annual meeting.

Key Figures

RSUs granted: 1,573 units Post-transaction holdings: 10,546 shares Grant price: $0.00 per share +1 more

4 metrics

RSUs granted 1,573 units Restricted stock units awarded to director on May 27, 2026

Post-transaction holdings 10,546 shares Director’s direct iRhythm common stock holdings after grant

Grant price $0.00 per share Indicates no cash paid; compensation award

Vesting trigger Earlier of 1 year or next annual meeting Time-based vesting condition for RSUs

Key Terms

restricted stock units ("RSUs"), contingent right, annual meeting

3 terms

restricted stock units ("RSUs") financial

"These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

contingent right financial

"Each RSU represents a contingent right to receive one share of IRTC Common Stock."

annual meeting financial

"The vesting occurs on the earlier of (i) one year after grant or the (ii) the date of the company's next annual meeting."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did iRhythm Holdings (IRTC) disclose in this Form 4 filing?

iRhythm Holdings reported a stock-based compensation grant to director Cathleen Noel Bairey Merz. She received 1,573 restricted stock units, each representing one share of common stock, which increased her direct holdings to 10,546 shares after the award.

How many iRhythm (IRTC) shares were granted to director Cathleen Noel Bairey Merz?

Cathleen Noel Bairey Merz was granted 1,573 restricted stock units tied to iRhythm common stock. Each unit represents a right to receive one share upon vesting, increasing her direct ownership position as part of the company’s director compensation program.

When do the newly granted iRhythm (IRTC) RSUs vest for the director?

The restricted stock units vest on the earlier of one year after the grant date or the date of iRhythm’s next annual meeting. This time-based vesting schedule is typical for director compensation and links stock delivery to continued board service.

Is the iRhythm (IRTC) Form 4 transaction an open-market stock purchase?

No, this transaction is not an open-market purchase. The Form 4 shows a grant of 1,573 restricted stock units to the director at a stated price of $0.00 per share, reflecting stock-based compensation rather than a voluntary buy in the public market.

What is the director’s iRhythm (IRTC) share ownership after this RSU grant?

Following the RSU award, Cathleen Noel Bairey Merz directly holds 10,546 shares of iRhythm common stock. This total reflects her position after the 1,573-unit grant reported in the Form 4 and helps indicate the scale of her personal equity stake.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:05 PM Learn about SEC filing dates

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^*

Bairey Merz Cathleen Noel

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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	05/27/2026		A		1,573(1)	A	$0	10,546	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 securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of IRTC Common Stock. The vesting occurs on the earlier of (i) one year after grant or the (ii) the date of the company's next annual meeting.

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	05/29/2026
	** 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)