iRhythm to Settle Securities Class Action for $45M

Rhea-AI Filing Summary

iRhythm Holdings, Inc. disclosed that its wholly owned subsidiary, iRhythm Technologies, Inc., has entered into a binding Settlement Agreement to resolve a previously disclosed putative securities class action in the U.S. District Court for the Northern District of California. The proposed settlement provides for a $45 million payment, inclusive of lead plaintiff’s attorneys’ fees and litigation expenses, in exchange for dismissal with prejudice and a release of all claims against the defendants, without any admission of fault, liability, wrongdoing, or damages. The company expects that a majority of this payment will be covered by its directors and officers insurance policies, after which no further amounts will remain available under those policies for this matter. Because the company excludes non-recurring litigation-related charges from its non-GAAP measures, it does not expect the settlement to affect adjusted EBITDA, adjusted net income (loss), or adjusted operating expenses. The settlement remains subject to court approval.

Insights

Litigation and accounting analyst

iRhythm agrees to a $45M insured settlement with limited non-GAAP impact.

The settlement commits iRhythm’s subsidiary to pay $45 million to resolve a securities class action, covering plaintiffs’ fees and expenses. Claims will be dismissed with prejudice upon approval, and defendants do not admit fault or liability under the agreement.

The company expects directors and officers insurance to cover a majority of the payment, leaving those policies exhausted for this matter. This shifts most cash burden to insurers, though it removes remaining coverage on this case if related issues arose later.

Because iRhythm already excludes litigation-related charges from non-GAAP metrics, it does not expect an impact on adjusted EBITDA, adjusted net income (loss), or adjusted operating expenses. The outcome still depends on preliminary and final court approval of the settlement by the District Court.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Settlement amount: $45 million Insurance coverage expectation: Majority of $45 million Impact on adjusted EBITDA: No expected impact +1 more

4 metrics

Settlement amount $45 million Payment to resolve putative securities class action, inclusive of fees

Insurance coverage expectation Majority of $45 million Expected portion of settlement covered by D&O insurance policies

Impact on adjusted EBITDA No expected impact Litigation-related charges excluded from non-GAAP metrics

Court approval status Preliminary approval motion filed Settlement subject to preliminary and final approval by District Court

Key Terms

putative class action securities litigation, Stipulation and Agreement of Settlement, dismissal with prejudice, directors and officers insurance policies, +2 more

6 terms

putative class action securities litigation regulatory

"to fully resolve the previously-disclosed putative class action securities litigation, Glazing Employers..."

Stipulation and Agreement of Settlement regulatory

"entered into a binding Stipulation and Agreement of Settlement (the “Settlement Agreement”)"

A stipulation and agreement of settlement is a formal written deal in which parties in a legal dispute agree on terms to resolve the case without a trial. Think of it as a negotiated truce that spells out who pays what, who admits to nothing, and what future actions are required; it matters to investors because such agreements can end legal uncertainty, fix potential liabilities or costs, and affect a company’s cash flow, reputation, and risk profile.

dismissal with prejudice legal

"in exchange for the complete dismissal with prejudice of the Action"

A dismissal with prejudice is a court ruling that ends a lawsuit permanently and prevents the same claim from being filed again. For investors, it matters because it removes ongoing legal uncertainty and potential future liability for the company, much like locking a file cabinet so a problem can’t be reopened; that clarity can affect a company’s risk profile, legal costs and valuation.

directors and officers insurance policies financial

"covered by iRhythm Tech’s insurers under the applicable directors and officers insurance policies"

adjusted EBITDA financial

"does not expect the Settlement Agreement to impact adjusted EBITDA, adjusted net income (loss)"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of federal securities laws"

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.

FAQ

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

What lawsuit is iRhythm Holdings (IRTC) settling in this 8-K?

iRhythm’s subsidiary agreed to settle the putative securities class action Glazing Employers and Glaziers' Union Local #27 Pension and Retirement Fund v. iRhythm Technologies, Inc., Case No. 3:24-cv-706-JSC, pending in the U.S. District Court for the Northern District of California.

How much will iRhythm Holdings (IRTC) pay under the securities class action settlement?

The Settlement Agreement provides for a payment of $45 million. This amount is inclusive of lead plaintiff’s attorneys’ fees and litigation expenses and will be paid in exchange for dismissal with prejudice and a release of all claims against the defendants in the action.

How much of iRhythm’s $45 million settlement is expected to be covered by insurance?

The company expects that a majority of the $45 million settlement payment will be covered by iRhythm Technologies’ directors and officers insurance policies. After this payment, no amounts will remain available under the policies applicable to this matter.

Will the iRhythm (IRTC) settlement affect adjusted EBITDA or other non-GAAP metrics?

The company does not expect the settlement to affect adjusted EBITDA, adjusted net income (loss), or adjusted operating expenses. iRhythm excludes certain non-recurring items, including litigation-related charges, from these non-GAAP financial measures when applicable.

Is the iRhythm securities class action settlement final and approved by the court?

The settlement is described as a binding Settlement Agreement but remains subject to court approval. The lead plaintiff has filed a motion for preliminary approval, and the parties seek preliminary and final approval from the U.S. District Court for the Northern District of California.

Does the iRhythm settlement affect related stockholder derivative lawsuits?

No. The company states that the Settlement Agreement does not resolve previously disclosed stockholder derivative lawsuits. Those derivative actions were brought by stockholders on behalf of iRhythm Technologies, Inc. and remain separate from this securities class action settlement.

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

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Accepted by SEC EDGAR 06/05/2026 - 07:47 AM Learn about SEC filing dates

0001388658false00013886582026-06-032026-06-03

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): June 3, 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.

On June 3, 2026, iRhythm Technologies, Inc. (“iRhythm Tech”), a wholly owned subsidiary of iRhythm Holdings, Inc. (the “Company”), entered into a binding Stipulation and Agreement of Settlement (the “Settlement Agreement”) to fully resolve the previously-disclosed putative class action securities litigation, Glazing Employers and Glaziers' Union Local #27 Pension and Retirement Fund, on behalf of itself and all others similarly situated, v. iRhythm Technologies, Inc., Case No. 3:24-cv-706-JSC, pending against iRhythm Tech and Quentin Blackford, iRhythm Tech’s Chief Executive Officer and President (collectively, the “Defendants”) in the United States District Court for the Northern District of California (the “Action”). The Settlement Agreement does not resolve the previously-disclosed stockholder derivative lawsuits brought by stockholders on behalf of iRhythm Tech.

The Settlement Agreement provides for a settlement payment of $45 million (inclusive of lead plaintiff’s attorneys' fees and litigation expenses) in exchange for the complete dismissal with prejudice of the Action and a release of all claims against the Defendants in connection with the Action, without any admission of fault, liability, wrongdoing or damages by the Defendants. The Company expects that a majority of the settlement payment will be covered by iRhythm Tech’s insurers under the applicable directors and officers insurance policies, after which there will be no amounts remaining available to iRhythm Tech under the policies applicable to this matter. The Defendants have entered into the Settlement Agreement to eliminate the uncertainty, burden, and expense of further protracted litigation. The Company excludes certain non-recurring items, including litigation-related charges where applicable, from its non-GAAP financial measures. Accordingly, the Company does not expect the Settlement Agreement to impact adjusted EBITDA, adjusted net income (loss), or adjusted operating expenses.

The proposed settlement is subject to court approval. The lead plaintiff has filed a motion for preliminary approval of the Settlement Agreement by the District Court.

The information in this Item 7.01 of this Current Report on Form 8-K 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, 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 federal securities laws, including statements related to the proposed settlement of the Action; the expectation that a majority of the settlement payment will be covered by iRhythm Tech’s insurers under the applicable directors and officers’ insurance policies; the parties’ intent to obtain court approval, and the potential impact of the settlement of the Action on the Company's adjusted EBITDA, adjusted net income (loss), or adjusted operating expenses. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Factors that could cause actual results to differ materially from the forward-looking statements include the ability of the parties to obtain preliminary and final court approval of the proposed settlement and the extent to which the settlement payment is covered by applicable insurance policies. For additional factors, please see the risks and uncertainties described in the section entitled “Risk Factors” and elsewhere in the Company’s filings made with the Securities and Exchange Commission, including those in the Company’s most recent filings on Form 10-K and Form 10-Q. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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: June 4, 2026						By:			/s/ Daniel Wilson
									Daniel Wilson
									Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB