Abhijit Y. Talwalkar - 23 Feb 2026 Form 4 Insider Report for iRhythm Holdings, Inc. (IRTC)

Role
Director
Signature
/s/ Marc Rosenbaum, attorney-in-fact
Issuer symbol
IRTC
Transactions as of
23 Feb 2026
Net transactions value
-$773,980
Form type
4
Filing time
24 Feb 2026, 17:17:02 UTC
Previous filing
14 Nov 2025
Next filing
11 Mar 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
TALWALKAR ABHIJIT Y Director C/O IRHYTHM HOLDINGS, INC., 699 8TH ST #600, SAN FRANCISCO /s/ Marc Rosenbaum, attorney-in-fact 24 Feb 2026 0001316065

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IRTC Common Stock Options Exercise $56,892 +5,312 +26% $10.71 25,611 23 Feb 2026 Direct F1
transaction IRTC Common Stock Sale $197,605 -1,378 -5.4% $143.40 24,233 23 Feb 2026 Direct F1
transaction IRTC Common Stock Sale $250,672 -1,725 -7.1% $145.32 22,508 23 Feb 2026 Direct F1, F2
transaction IRTC Common Stock Sale $84,056 -572 -2.5% $146.95 21,936 23 Feb 2026 Direct F1, F3
transaction IRTC Common Stock Sale $241,647 -1,637 -7.5% $147.62 20,299 23 Feb 2026 Direct F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IRTC Employee Stock Option (right to buy) Options Exercise $56,892 -5,312 -50% $10.71 5,312 23 Feb 2026 Common Stock 5,312 $10.71 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 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.
F2 Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 23, 2026. The actual sale prices ranged from a low of $145.190 to a high of $145.530, inclusive. Mr. Talwalkar undertakes to provide upon request of the SEC staff, iRhythm Holdings, Inc. or any security holder of iRhythm Holdings, Inc., full information regarding the numbers of shares sold at each price within the range. The weighted-average sale price reflected has been rounded to 3 decimal points.
F3 Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 23, 2026. The actual sale prices ranged from a low of $146.300 to a high of $147.200, inclusive. Mr. Talwalkar undertakes to provide upon request of the SEC staff, iRhythm Holdings, Inc. or any security holder of iRhythm Holdings, Inc., full information regarding the numbers of shares sold at each price within the range. The weighted-average sale price reflected has been rounded to 3 decimal points.
F4 Represents the weighted-average sale price per share of a series of transactions, all of which were executed on February 23, 2026. The actual sale prices ranged from a low of $147.340 to a high of $148.130, inclusive. Mr. Talwalkar undertakes to provide upon request of the SEC staff, iRhythm Holdings, Inc. or any security holder of iRhythm Holdings, Inc., full information regarding the numbers of shares sold at each price within the range. The weighted-average sale price reflected has been rounded to 3 decimal points.
F5 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:

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.