iRhythm Technologies Inc
For the period ended Dec 31, 2024. Filed Feb 20, 2025.
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FY2024 · Filed Feb 20, 2025
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
On November 14, 2024, Daniel Wilson, the Company's Chief Financial Officer, entered into a prearranged written stock sale plan in accordance with Rule 10b5-1 (the “Wilson 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company's common stock. The Wilson 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Wilson 10b5-1 Plan provides for the potential sale of up to 18,000 shares of the Company's common stock, including upon the vesting and settlement of restricted stock units and performance restricted stock units for shares of the Company's common stock, so long as the market price of the Company's common stock is higher than a certain minimum threshold prices specified in Wilson 10b5-1 Plan, between March 3, 2025 and August 11, 2025.
On November 25, 2024, Chad Patterson, the Company's Chief Commercial Officer, entered into a prearranged written stock sale plan in accordance with Rule 10b5-1 (the “Patterson 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company's common stock. The Patterson 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Patterson 10b5-1 Plan provides for the potential sale of up to 7,951 shares of the Company's common stock, including upon the vesting and settlement of restricted stock units and performance restricted stock units for shares of the Company's common stock, so long as the market price of the Company's common stock is higher than a certain minimum threshold prices specified in Patterson 10b5-1 Plan, between February 24, 2025 and December 2, 2025.
Each of the Wilson 10b5-1 Plan and the Patterson 10b5-1 Plan includes a representation from Mr. Wilson and Mr. Patterson, respectively, to the broker administering the plan that they were not in possession of any material nonpublic information regarding the Company or the securities subject to such Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of such Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the such Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which the insider was unaware, or with respect to any material nonpublic information acquired by the insider or the Company after the date of the representation.
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