[Form 4] iRhythm Technologies, Inc Insider Trading Activity

Rhea-AI Filing Summary

iRhythm Technologies, Inc. (IRTC) – Form 4 filing, 05-Aug-2025

Chief Commercial Officer Chad Patterson reported a single open-market sale of 2,707 common shares on 04-Aug-2025 at an average price of $164.3597. The shares were sold solely to satisfy tax-withholding obligations triggered by the vesting of previously granted restricted stock units (RSUs), as disclosed in the footnote. Following the transaction, Patterson’s direct ownership stands at 46,222 shares.

The sale represents roughly 5.5 % of his prior direct holdings. No derivative transactions, option exercises, or additional purchases were reported. The filing does not mention any 10b5-1 trading plan, and the ownership remains entirely direct.

While insider sales can signal cooling sentiment, the stated tax-withholding motive and the executive’s remaining sizable stake suggest a limited, largely administrative impact on the broader investment thesis.

Positive

• None.

Negative

• Insider sale of 2,707 shares (≈5.5 % of the officer's holdings) may be viewed as a mild negative sentiment signal, though explained as tax-related.

Insights

Equity Analyst

TL;DR: Mid-level insider sale for tax withholding—modestly negative optics but immaterial to fundamentals.

The 2,707-share disposal is minor relative to the officer’s remaining 46,222-share position and equal to ≈0.15 % of IRTC’s 29 M basic shares. Because the purpose was tax remittance on RSU vesting, it lacks signaling power about future business outlook. No derivatives or additional sales were disclosed, and the executive retains meaningful equity alignment. From a portfolio perspective, I treat the event as routine and non-impactful to valuation models.

Corporate Governance Specialist

TL;DR: Administrative RSU-related sale; governance risk unchanged.

The filing shows proper, timely Section 16 compliance and transparent explanation of the sale’s tax-withholding rationale. Absence of a Rule 10b5-1 checkbox suggests the transaction wasn’t under a pre-arranged plan, but the small size mitigates potential perception issues. No red flags regarding undisclosed pledging or indirect ownership surfaced. Overall governance posture remains intact.

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^*

Patterson Chad

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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	08/04/2025		S		2,707(1)	D	$164.3597	46,222	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 shares were sold to cover tax withholding and remittance obligations in connection with the vesting of RSUs.

Remarks:

	/s/ Marc Rosenbaum, attorney-in-fact	08/05/2025
	** 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

How many IRTC shares did the insider sell on 04-Aug-2025?

The Chief Commercial Officer sold 2,707 shares.

What was the average sale price of the IRTC shares?

Shares were sold at an average price of $164.3597.

Why were the shares sold by Chad Patterson?

The sale was solely to cover tax-withholding obligations arising from RSU vesting.

How many IRTC shares does the insider still own after the sale?

Patterson continues to hold 46,222 common shares directly.

Does the filing mention any 10b5-1 trading plan?

No, the Rule 10b5-1 box was not checked, indicating no pre-arranged trading plan.

Is this insider transaction material to IRTC investors?

Given the small size (≈0.15 % of shares outstanding) and tax purpose, it is generally considered not material.