iRhythm (IRTC) Form 4: CFO Disposes 737 Shares for RSU Withholding

Rhea-AI Filing Summary

Daniel G. Wilson, Chief Financial Officer of iRhythm Technologies, Inc. (IRTC), reported a sale of 737 shares of common stock on 09/02/2025 at a price of $167.28 per share. The filing states the shares were sold to cover tax withholding and remittance obligations related to the vesting of restricted stock units (RSUs). After the sale, Mr. Wilson directly beneficially owned 39,470 shares. The filing also discloses an indirect ownership of 100 shares held through The Wilson Living Trust dated July 9, 2015, of which he is trustee. The Form 4 was signed by an attorney-in-fact on 09/03/2025, reflecting a routine, compliance-focused disclosure of an insider transaction tied to RSU vesting.

Insights

Corporate Governance Expert

TL;DR: Routine insider sale to satisfy RSU tax withholding; compliant and transparent disclosure.

The transaction is portrayed as a customary sale to meet tax obligations following RSU vesting, which is a common practice among executives to satisfy withholding without requiring cash outlay. The Form 4 clearly states the reason for the sale and reports post-transaction holdings both directly (39,470 shares) and indirectly (100 shares) through a family trust. From a governance perspective, timely reporting and explicit explanation support transparency and reduce governance risk related to insider trading perceptions. There is no indication of opportunistic trading tied to nonpublic corporate developments in the filing.

Securities Analyst

TL;DR: Small, disclosed sale unlikely to move valuation; confirms executive equity ownership remains meaningful.

The sale of 737 shares at $167.28 yields approximately $123,300 gross proceeds, consistent with a tax-withholding disposition following RSU vesting rather than a directional bet. Reported remaining direct ownership of 39,470 shares indicates continued executive alignment with shareholders. Absent additional transactions or material changes in holdings, this filing represents routine compensation-related activity with negligible immediate impact on share supply or market dynamics.

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

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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).

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^*

Wilson Daniel G.

(Last) (First) (Middle)

C/O IRHYTHM TECHNOLOGIES, INC.

699 8TH ST #600

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
iRhythm Technologies, Inc. [ IRTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025	09/02/2025	S		737(1)	D	$167.28	39,470	D
Common Stock								100(2)	I	Held through a Family Trust

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 RSUs.

2. These shares represent an indirect ownership through The Wilson Living Trust dated July 9, 2015, of which Mr. Wilson is the Trustee.

Remarks:

	/s/ Marc Rosenbaum, attorney-in-fact	09/03/2025
	** 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.

FAQ

What did IRTC insider Daniel G. Wilson sell on 09/02/2025?

He sold 737 shares of common stock at $167.28 per share on 09/02/2025.

Why were the shares sold by the IRTC CFO?

The filing states the shares were sold to cover tax withholding and remittance obligations in connection with RSU vesting.

How many IRTC shares does Daniel G. Wilson own after the sale?

He beneficially owns 39,470 shares directly following the reported transaction, plus 100 shares indirectly via a family trust.

Who signed the Form 4 for Daniel G. Wilson?

The Form 4 was signed by Marc Rosenbaum, attorney-in-fact, on 09/03/2025.

Is this Form 4 considered material to IRTC investors?

The filing characterizes the sale as a routine tax-withholding disposition tied to RSU vesting; the experts rate the impact as neutral.