SEC FORM 4

SEC FORM 4 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

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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^*

TALWALKAR ABHIJIT Y

(Last)

(First)

(Middle)

C/O IRHYTHM TECHNOLOGIES, INC.

699 8TH ST #600

(Street)

SAN FRANCISCO

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)
11/10/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/10/2025	11/10/2025	M		5,312⁽¹⁾	A	$10.71	25,611	D
Common Stock	11/10/2025	11/10/2025	S		1,479⁽¹⁾	D	$172.3184⁽²⁾	24,132	D
Common Stock	11/10/2025	11/10/2025	S		222⁽¹⁾	D	$172.825⁽³⁾	23,910	D
Common Stock	11/10/2025	11/10/2025	S		1,585⁽¹⁾	D	$174.3819⁽⁴⁾	22,325	D
Common Stock	11/10/2025	11/10/2025	S		1,300⁽¹⁾	D	$174.9442⁽⁵⁾	21,025	D
Common Stock	11/10/2025	11/10/2025	S		637⁽¹⁾	D	$175.9563⁽⁶⁾	20,388	D
Common Stock	11/10/2025	11/10/2025	S		89⁽¹⁾	D	$177.85	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$10.71	11/10/2025	11/10/2025	M			5,312	06/23/2016	05/23/2026⁽⁷⁾	Common Stock	5,312	$10.71	10,624	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 November 10, 2025. The actual sale prices ranged from a low of $171.7350 to a high of $172.7000, 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 weighted-average sale price 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 November 10, 2025. The actual sale prices ranged from a low of $172.7450 to a high of $172.9600, 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 weighted-average sale price reflected has been rounded to 4 decimal points.

4. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 10, 2025. The actual sale prices ranged from a low of $173.8700 to a high of $174.7000 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 weighted-average sale price reflected has been rounded to 4 decimal points.

5. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 10, 2025. The actual sale prices ranged from a low of $174.7500 to a high of $175.2800, 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 weighted-average sale price reflected has been rounded to 4 decimal points.

6. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 10, 2025. The actual sale prices ranged from a low of $175.7650 to a high of $176.1150, 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 weighted-average sale price reflected has been rounded to 4 decimal points.

7. 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	11/12/2025
	** 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.

Director Talwalkar Abhijit Y exercised 5,312 shares at a strike of $10.71 and sold $924,962 worth of shares (5,312 units at $174.13) (SEC Form 4)