iRhythm (NASDAQ: IRTC) shifts to holding company as new SEC registrant

Rhea-AI Filing Summary

iRhythm Technologies, Inc. filed a Form 15 to end its own registration and reporting obligations after implementing a new holding company structure under Delaware law. In this transaction, iRhythm merged into a wholly owned subsidiary of iRhythm Holdings, Inc., with iRhythm surviving as a subsidiary.

At the effective time, each share of iRhythm common stock was automatically converted into one share of iRhythm Holdings common stock, with the same rights and preferences. The transaction is treated as a succession under Rule 12g-3(a), so iRhythm Holdings continues as the Exchange Act reporting company.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

iRhythm Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37918		20-8149544
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

699 8th Street, Suite 600

San Francisco, California 94103

(415) 632-5700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock, Par Value $0.001 Per Share, of iRhythm Holdings, Inc.*

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

	Rule 12g-4(a)(1)	x
	Rule 12g-4(a)(2)	¨
	Rule 12h-3(b)(1)(i)	x
	Rule 12h-3(b)(1)(ii)	¨
	Rule 15d-6	¨
	Rule 15d-22(b)	¨

Approximate number of holders of record as of the certification or notice date: 1*

* On January 12, 2025, iRhythm Technologies, Inc. (“iRhythm”) implemented a new holding company structure in accordance with Section 251(g) of the General Corporation Law of the State of Delaware (the “Holding Company Transaction”) pursuant to the Agreement and Plan of Merger and Reorganization, dated as of January 12, 2026 (the “Merger Agreement”), by and among iRhythm, iRhythm Holdings, Inc. (f/k/a LTCM Holdings, Inc.) (”iRhythm Holdings”) and LTCM Merger Sub, Inc., a newly-formed Delaware corporation (“Merger Sub”). Pursuant to the Holding Company Transaction, iRhythm merged with and into Merger Sub, a direct wholly owned subsidiary of iRhythm Holdings, with iRhythm surviving as a direct wholly owned subsidiary of iRhythm Technologies. At the Effective Time (as defined in the Merger Agreement), (i) the separate existence of Merger Sub ceased and (ii) each share of iRhythm’s common stock, par value $0.001 per share (“iRhythm Common Stock”), issued and outstanding immediately prior to the Effective Time, was automatically converted into one share of iRhythm Holdings common stock, par value $0.001 per share, having the same designation, rights, powers and preferences, and qualifications, limitations and restrictions as a share of iRhythm Common Stock immediately prior to consummation of the Holding Company Transaction. The Holding Company Transaction constitutes a succession for purposes of Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Form 15 relates solely to the reporting obligations of iRhythm under the Exchange Act and does not affect the reporting obligations of iRhythm Holdings, which is the successor to iRhythm under the Exchange Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: January 30, 2026

	IRHYTHM HOLDINGS, INC.
	(in its capacity as successor registrant to iRhythm Technologies, Inc.)
	By:	/s/ Daniel Wilson
		Name:	Daniel Wilson
		Title:	Chief Financial Officer

FAQ

Why did iRhythm Technologies (IRTC) file a Form 15?

iRhythm Technologies filed Form 15 to end its own Exchange Act reporting duties after creating a new holding company structure. Following the merger, iRhythm Holdings, Inc. became the successor issuer, so the Form 15 applies only to iRhythm Technologies’ separate reporting obligations.

What is the new holding company structure for iRhythm Technologies (IRTC)?

iRhythm implemented a holding company structure under Delaware Section 251(g) using an Agreement and Plan of Merger and Reorganization. iRhythm merged with a newly formed subsidiary of iRhythm Holdings, Inc., and now operates as a direct wholly owned subsidiary of iRhythm Holdings.

How were iRhythm Technologies (IRTC) shares converted in the holding company transaction?

Each share of iRhythm Technologies common stock was converted into one share of iRhythm Holdings common stock. The new iRhythm Holdings shares have the same designation, rights, powers, preferences, qualifications, limitations, and restrictions as the original iRhythm Technologies common stock.

Does iRhythm Holdings, Inc. (IRTC) continue SEC reporting after this Form 15?

Yes, iRhythm Holdings, Inc. continues as the Exchange Act reporting company. The Form 15 applies solely to iRhythm Technologies, Inc. The filing states that iRhythm Holdings is the successor to iRhythm Technologies under the Exchange Act and its reporting obligations are unaffected.

What does Rule 12g-3(a) succession mean for iRhythm Technologies (IRTC)?

The holding company transaction constitutes a succession under Rule 12g-3(a) of the Exchange Act. This means iRhythm Holdings, Inc. is treated as the successor issuer to iRhythm Technologies, carrying forward the registration and reporting status associated with the original common stock.

Who signed the iRhythm Technologies (IRTC) Form 15 and in what capacity?

The Form 15 was signed by Daniel Wilson as Chief Financial Officer of Holdings, Inc., acting in its capacity as successor registrant to iRhythm Technologies, Inc. This reflects that iRhythm Holdings has assumed the Exchange Act reporting role following the holding company transaction.