Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * TALWALKAR ABHIJIT Y 2. Issuer Name and Ticker or Trading Symbol iRhythm Holdings, Inc. [IRTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O IRHYTHM HOLDINGS, INC., 699 8TH ST #600 3. Date of Earliest Transaction (Month/Day/Year) 02/23/2026 (Street) SAN FRANCISCO, CA 94103 4. If Amendment, Date 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 (City) (State) (Zip) 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 02/23/2026 02/23/2026 M 5,312(1) A $10.71 25,611 D Common Stock 02/23/2026 02/23/2026 S 1,378(1) D $143.4 24,233 D Common Stock 02/23/2026 02/23/2026 S 1,725(1) D $145.317(2) 22,508 D Common Stock 02/23/2026 02/23/2026 S 572(1) D $146.951(3) 21,936 D Common Stock 02/23/2026 02/23/2026 S 1,637(1) D $147.616(4) 20,299 D

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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 Underlying Securities (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 of Derivative Security: 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

02/23/2026

02/23/2026

M

5,312

06/23/2016

05/23/2026(5)

Common Stock

5,312

$10.71

5,312

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TALWALKAR ABHIJIT Y C/O IRHYTHM HOLDINGS, INC. 699 8TH ST #600 SAN FRANCISCO, CA 94103	X

Signatures

/s/ Marc Rosenbaum, attorney-in-fact		02/24/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 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.
(3)	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.
(4)	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.
(5)	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.

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