iRhythm director sold 5,312 shares; options exercised at $10.71 under 10b5-1 plan

Rhea-AI Filing Summary

iRhythm Technologies director Abhijit Talwalkar executed a Rule 10b5-1 trading plan on August 11, 2025. He exercised employee stock options to acquire 5,312 shares at an exercise price of $10.71 and then sold those shares in two series: 3,183 shares at a weighted-average price of $157.5723 and 2,129 shares at a weighted-average price of $158.6792. The reported sale price ranges were $157.2350–$158.1800 and $158.3100–$159.0000. Following these transactions, his beneficial ownership is reported as 20,299 shares. The option exercised was originally granted May 23, 2016 and expires May 23, 2026.

Positive

• Transactions were executed pursuant to a Rule 10b5-1 trading plan established May 12, 2025
• Option exercise details provided: 5,312 shares exercised at a $10.71 strike
• Filing discloses weighted-average sale prices and exact sale price ranges

Negative

• Director sold a total of 5,312 shares on August 11, 2025 (3,183 and 2,129 shares)
• Reported beneficial ownership declined to 20,299 shares after the transactions

Insights

Financial Analyst

TL;DR: Director used a pre-established 10b5-1 plan to exercise options and sell shares, leaving 20,299 shares outstanding.

The filings show a contemporaneous exercise of 5,312 option shares at a $10.71 strike and subsequent sales executed the same day under a Rule 10b5-1 plan established May 12, 2025. Sales were executed in two blocks at weighted-average prices of $157.5723 and $158.6792, with reported price ranges for the transactions. The net effect reduced reported beneficial ownership from the pre-transaction level to 20,299 shares. This disclosure is factual and routine for scheduled insider liquidity events.

Corporate Governance Expert

TL;DR: Transactions were performed under a documented 10b5-1 plan and include option exercise details and expiration information.

The Form 4 confirms the transactions were effected pursuant to a Rule 10b5-1 trading plan established May 12, 2025, and provides option grant and expiration details: the exercised option was granted May 23, 2016 for 21,248 shares, vested monthly, and expires May 23, 2026. The report is signed by an attorney-in-fact and includes weighted-average sale prices and ranges, meeting typical disclosure requirements for insider trades.

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
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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025	08/11/2025	M		5,312(1)	A	$10.71	25,611	D
Common Stock	08/11/2025	08/11/2025	S		3,183(1)	D	$157.5723(2)	22,428	D
Common Stock	08/11/2025	08/11/2025	S		2,129(1)	D	$158.6792(3)	20,299	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
Employee Stock Option (right to buy)	$10.71	08/11/2025	08/11/2025	M			5,312	06/23/2016	05/23/2026(4)	Common Stock	5,312	$0	15,936	D

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 August 11, 2025. The actual sale prices ranged from a low of $157.2350 to a high of $158.1800, inclusive. Mr. Talwalkar undertakes to provide upon request of the SEC staff, iRhythm Technologies, Inc. or any security holder of iRhythm Technologies, Inc., full information regarding the numbers of shares sold at each price within the range. The amount 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 August 11, 2025. The actual sale prices ranged from a low of $158.3100 to a high of $159.0000, inclusive. Mr. Talwalkar undertakes to provide upon request of the SEC staff, iRhythm Technologies, Inc. or any security holder of iRhythm Technologies, Inc., full information regarding the numbers of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

4. 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-fact	08/12/2025
	** 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 trades did IRTC director Abhijit Talwalkar report on Form 4?

He exercised 5,312 option shares at $10.71 and sold 3,183 and 2,129 common shares on August 11, 2025.

Were the August 11, 2025 transactions for IRTC part of a 10b5-1 plan?

Yes. All transactions reported were effected pursuant to a Rule 10b5-1 trading plan established May 12, 2025.

At what prices were the IRTC shares sold on August 11, 2025?

Weighted-average sale prices were $157.5723 and $158.6792; reported ranges were $157.2350–$158.1800 and $158.3100–$159.0000.

How many IRTC shares does Talwalkar beneficially own after these transactions?

His reported beneficial ownership following the transactions is 20,299 shares.

What are the key details of the exercised option disclosed on the Form 4?

The option was originally granted May 23, 2016 for 21,248 shares, vested in 36 monthly installments, and expires May 23, 2026.