iRhythm (IRTC) CFO Trims Holdings Under 10b5-1 Plan

Rhea-AI Filing Summary

Form 4 overview: iRhythm Technologies (IRTC) Chief Financial Officer Daniel G. Wilson disclosed the sale of 3,000 common shares on 06/23/2025 at $150 per share, generating approximately $450,000 in proceeds.

Remaining ownership: After the transaction, Wilson directly owns 40,307 shares. No indirect holdings were reported.

Trade context: The filing states the sale was executed pursuant to a Rule 10b5-1 trading plan adopted on 11/14/2024, which can shield the insider from accusations of timing the market.

No derivative activity: Table II shows no option exercises, grants, or other derivative movements.

Investor takeaways: Insider sales can raise questions about management’s confidence, but the modest size relative to Wilson’s remaining stake and the pre-planned nature reduce negative interpretation. The transaction does not affect the company’s capital structure or operations but provides incremental insight into insider sentiment toward IRTC’s valuation around the $150 level.

Positive

• None.

Negative

• CFO insider sale: Disposal of 3,000 shares (~$450k) may be perceived as reduced confidence despite being executed under a 10b5-1 trading plan.

Insights

Corporate Governance Expert

TL;DR: Modest CFO share sale under 10b5-1 plan; governance-neutral, limited signalling value.

The 3,000-share disposition equals roughly $450k and leaves Daniel Wilson with 40,307 shares, so his economic alignment with shareholders remains intact. Because the sale was executed under a previously adopted Rule 10b5-1 plan, governance best-practice boxes are checked and the transaction appears routine. No red flags such as simultaneous option exercises or clustered insider selling were observed. From a control and disclosure standpoint, this filing is adequately transparent and has neutral governance implications.

Portfolio Manager

TL;DR: Small insider sale may hint at valuation plateau; immaterial to fundamentals but mildly bearish indicator.

Although only 3,000 shares, a CFO’s decision to trim exposure near $150 can be read as a signal that upside is limited in the near term. The 10b5-1 plan qualification tempers concern, yet the market often interprets any C-suite sale as a marginal negative. With no offsetting insider purchases or option exercises, sentiment drift could weigh on short-term momentum, especially if other insiders follow suit. Strategically, I treat this as a minor negative but not thesis-changing, given the executive’s continuing 40k-share position.

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).

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^*

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)
06/23/2025

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	06/23/2025	06/23/2025	S		3,000(1)	D	$150	40,307	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. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on November 14, 2024.

Remarks:

	/s/ Marc Rosenbaum, attorney-in-fact	06/24/2025
	** 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 iRhythm (IRTC) shares did the CFO sell on 06/23/2025?

The Form 4 reports a sale of 3,000 common shares.

At what price were the IRTC shares sold according to the Form 4?

Shares were disposed of at $150 per share.

What is the CFO's remaining stake in iRhythm after the transaction?

Daniel G. Wilson now directly owns 40,307 shares of IRTC common stock.

Was the insider sale executed under a Rule 10b5-1 plan?

Yes. The filing specifies the transaction was carried out under a Rule 10b5-1 plan adopted on 11/14/2024.

Did the Form 4 disclose any option grants or derivative transactions?

No. Table II shows no derivative security activity for the reporting period.