iRhythm clears key US antitrust hurdle in Vital deal

Rhea-AI Filing Summary

iRhythm Holdings, Inc. (IRTC) reports a key regulatory milestone for its pending acquisition of Vital Connect, Inc. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired at 11:59 p.m. Eastern Time on September 18, 2026, removing a principal U.S. antitrust clearance hurdle for the deal.

Under the Agreement and Plan of Merger, a wholly owned iRhythm subsidiary will merge with and into Vital Connect, with Vital Connect surviving as a direct wholly owned subsidiary of that subsidiary and an indirect wholly owned subsidiary of iRhythm. The acquisition is currently anticipated to close in early October 2026, subject to satisfaction or waiver of customary closing conditions. The disclosure is furnished under Regulation FD and accompanied by forward-looking statement cautions.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

HSR waiting period expiration: 11:59 p.m. Eastern Time on September 18, 2026 Anticipated acquisition closing: Early October 2026

2 metrics

HSR waiting period expiration 11:59 p.m. Eastern Time on September 18, 2026 Expiration time for the Hart-Scott-Rodino Antitrust Improvements Act waiting period for the Vital Connect acquisition

Anticipated acquisition closing Early October 2026 Expected closing timeframe for the acquisition of Vital Connect, subject to customary conditions

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, waiting period, Regulation FD Disclosure, forward-looking statements, +1 more

5 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"The expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act"

waiting period regulatory

"The expiration of the waiting period under the Hart-Scott-Rodino Antitrust"

A waiting period is a legally required pause before a corporate action — such as a securities offering, merger, or regulatory approval — can take effect, giving regulators time to review documents and the public time to respond. It matters to investors because it sets when money can change hands and when shares can be traded, creating a window of uncertainty and opportunity much like a cooling-off period before a big purchase.

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

forward-looking statements regulatory

"This on contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

customary closing conditions financial

"anticipated to close in early October 2026, subject to the satisfaction or waiver of customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What regulatory milestone did iRhythm Holdings (IRTC) announce for the Vital Connect acquisition?

iRhythm announced that the Hart-Scott-Rodino waiting period for its acquisition of Vital Connect expired at 11:59 p.m. Eastern Time on September 18, 2026, satisfying a key U.S. antitrust review condition for the transaction.

When is iRhythm (IRTC) expecting to close the Vital Connect acquisition?

The acquisition of Vital Connect is currently anticipated to close in early October 2026, subject to the satisfaction or waiver of customary closing conditions described in the merger agreement.

How will Vital Connect be structured within iRhythm (IRTC) after the merger?

After completion, the merger structure provides that Project Vessel Merger Sub, Inc. will merge with and into Vital Connect, and Vital Connect will survive as a direct wholly owned subsidiary of iRhythm Technologies, Inc. and an indirect wholly owned subsidiary of iRhythm Holdings, Inc.

Under which SEC item did iRhythm (IRTC) provide this acquisition update?

The company provided this update under Item 7.01, Regulation FD Disclosure, and stated that the information is being furnished, not filed, and is not subject to Section 18 liability nor incorporated into other filings unless specifically referenced.

What forward-looking statement cautions did iRhythm (IRTC) include about the Vital Connect deal?

iRhythm stated that forward-looking statements about the timing and completion of the acquisition involve risks and uncertainties, including that the transaction may not be completed as anticipated, and referred to “Risk Factors” in its SEC filings for additional details.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 05:01 PM Accepted by SEC EDGAR 09/22/2026 - 05:00 PM Learn about SEC filing dates

0001388658false00013886582026-09-222026-09-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 22, 2026

iRhythm Holdings, Inc.

(Exact name of Registrant as specified in its charter) 

Delaware			001-37918			41-3421287
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

699 8th Street, Suite 600

San Francisco, California 94103

(Address of principal executive office) (Zip Code)

(415) 632-5700

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share			IRTC			The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

As previously announced, on August 5, 2026, iRhythm Holdings, Inc., a Delaware corporation (the “Company”), iRhythm Technologies, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Acquirer”), Project Vessel Merger Sub, Inc., a newly formed Delaware corporation and a direct wholly owned subsidiary of Acquirer (“Merger Sub”), Vital Connect, Inc., a Delaware corporation (the “Target”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the stockholders of the Target, entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will merge with and into the Target (the “Merger”), with the Target surviving the Merger as a direct wholly owned subsidiary of Acquirer and an indirect wholly owned subsidiary of the Company (the “Acquisition”).

The expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended occurred at 11:59 p.m. Eastern Time on September 18, 2026.

The Acquisition is currently anticipated to close in early October 2026, subject to the satisfaction or waiver of customary closing conditions.

The information in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, statements regarding the expected timing and completion of the Acquisition. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and similar expressions. Forward-looking statements are based on current assumptions and expectations and involve risks and uncertainties that could cause actual results to differ materially, including the possibility that the Acquisition may not be completed on the anticipated terms or timing and the risks described under “Risk Factors” and elsewhere in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update them except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						IRHYTHM HOLDINGS, INC.
Date: September 22, 2026						By:			/s/ Daniel Wilson
									Daniel Wilson
									Chief Financial Officer

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