Jason Patten joins iRhythm (NASDAQ: IRTC) board and audit committee

Rhea-AI Filing Summary

iRhythm Holdings, Inc. appointed Jason Patten to its Board of Directors and Audit Committee, effective March 12, 2026, with a term running until the 2026 annual stockholder meeting. The Board determined he qualifies as an independent director and meets SEC Rule 10A-3 audit committee standards and Nasdaq listing requirements.

Under the non-employee Director Compensation Policy, Patten received an initial restricted stock unit grant with a grant date value of $300,000, vesting annually over three years following March 12, 2026, and accelerating upon a change of control if he remains in service. He will also receive an annual cash retainer of $55,000 for Board service and $10,000 for Audit Committee service, paid quarterly. Before joining the Board, he advised the CEO and was paid $86,771 in cash for that role.

0001388658false00013886582026-03-122026-03-12

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): March 12, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of March 12, 2026, the Board of Directors (the "Board") of iRhythm Holdings, Inc., a Delaware corporation (the "Company") appointed Jason Patten as a director of the Board and member of the Audit Committee of the Board (the “Audit Committee”). Mr. Patten shall hold office for a term expiring at the 2026 Annual Meeting of the Company’s stockholders.

There is no arrangement or understanding between Mr. Patten and any other persons pursuant to which Mr. Patten was selected as a director. Mr. Patten is not a party to, nor has any direct or indirect material interest in any transaction with the Company required to be disclosed under Item 404(a) of Regulation S-K. The Board determined that Mr. Patten qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of the Nasdaq Stock Market, in each case as currently in effect and meets the further audit committee standards required by Securities and Exchange Commission (“SEC”) Rule 10A-3. Mr. Patten will also enter into the Company’s standard form of indemnification agreement for its directors and executive officers, which was filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K (File No. 001-37918) filed with the SEC on February 19, 2026.

Consistent with the Company’s compensation policy for non-employee directors (the “Director Compensation Policy”), upon appointment, Mr. Patten was granted an initial retainer grant of restricted stock units with a grant date value of $300,000 vesting annually over the three years following March 12, 2026. Mr. Patten will also receive the customary annual compensation paid to non-employee directors in the form of a cash retainer, paid quarterly in arrears, for his service on the Board and the Audit Committee in an amount consistent with the Director Compensation Policy (currently $55,000 per year for service on the Board and $10,000 per year for service on the Audit Committee). The initial retainer grant will be issued under the Company’s 2016 Equity Incentive Plan and will accelerate in full upon a change of control, provided that Mr. Patten remains in service through such change in control.

Prior to being appointed to the Board, Mr. Patten served as an advisor to the Company’s President and Chief Executive Officer. In connection with that role, Mr. Patten received a one time payment of $86,771 in cash for services rendered.

Item 7.01. Regulation FD Disclosure.

The Company announced the appointment of Mr. Patten to the Board in a press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this report, including Exhibit 99.1, 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press release dated March 12, 2026
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: March 12, 2026						By:			/s/ Daniel Wilson
									Daniel Wilson
									Chief Financial Officer

iRhythm Holdings Appoints Jason Patten to its Board of Directors SAN FRANCISCO, March 12, 2026 (GLOBE NEWSWIRE) -- iRhythm Holdings, Inc. (NASDAQ: IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict, and prevent disease, is pleased to announce the appointment of Jason Patten to its Board of Directors, effective March 12, 2026. Mr. Patten brings decades of strategic leadership in healthcare, reinforcing iRhythm’s commitment to innovation, operational excellence, and long-term growth. “We are thrilled to welcome Jason Patten to our Board of Directors at an important moment in iRhythm’s evolution,” said Abhi Talwalkar, Chairman of the Board of Directors. “As we scale and expand profitability, we are focused on advancing our platform from episodic detection to proactive, integrated, and increasingly predictive care. Jason’s deep experience leading enterprise strategy, innovation, and strategic partnerships at one of the world’s largest healthcare organizations will be invaluable as we continue expanding access through primary care, advancing our AI and workflow capabilities, and driving disciplined growth across multiple markets. We look forward to his contributions as we continue building a billion- dollar platform grounded in clinical excellence and long-term value creation.” About Jason Patten Mr. Patten currently serves as Executive Vice President and Head of Enterprise Strategy at UnitedHealth Group, a role he has held since January 2022. In this capacity, he leads the company’s Corporate Strategy, Strategic Partnerships, and Innovation functions, shaping initiatives that drive organizational impact and sustainable value creation. Prior to his current role, Mr. Patten held key leadership positions at UnitedHealth Group, including Chief Operating Officer and Senior Vice President of OptumHealth, where he focused on optimizing business performance and advancing operational strategy across the company’s health services operations. His broad experience underscores a deep understanding of scaling complex enterprises and fostering collaboration across diverse stakeholders. Before joining UnitedHealth Group, Mr. Patten built a strong foundation in financial services and marketing, including global product development at MoneyGram International and strategic marketing roles at Carlson Marketing Group. His interdisciplinary expertise spans growth strategy, partnership development, and organizational transformation. Mr. Patten holds an MBA in Business Administration from University of St. Thomas and a BS in Marketing from Minnesota State University, Mankato. About iRhythm Holdings, Inc. iRhythm is a leading digital health care company that creates trusted solutions that detect, predict, and prevent disease. Combining wearable biosensors and cloud-based data analytics with powerful proprietary algorithms, iRhythm distills data from millions of heartbeats into clinically actionable information. Through a relentless focus on patient care, iRhythm’s vision is to deliver better data, better insights, and better health for all. Investor Contact Stephanie Zhadkevich investors@irhythmtech.com Media Contact Kassandra Perry mediarelations@irhythmtech.com

FAQ

What did iRhythm Holdings (IRTC) announce regarding its Board of Directors?

iRhythm Holdings appointed Jason Patten to its Board of Directors and Audit Committee, effective March 12, 2026. His term runs until the 2026 annual stockholder meeting, strengthening board oversight and audit governance with an additional independent director.

How is new iRhythm director Jason Patten being compensated under IRTC’s policy?

Jason Patten received an initial restricted stock unit grant valued at $300,000, vesting annually over three years after March 12, 2026. He will also earn annual cash retainers of $55,000 for Board service and $10,000 for Audit Committee service, paid quarterly in arrears.

Is Jason Patten considered an independent director at iRhythm Holdings (IRTC)?

Yes. The Board determined that Jason Patten qualifies as an independent director under the Securities Act of 1933, Nasdaq listing standards, and SEC Rule 10A-3. This status supports robust oversight, particularly in his role on the Audit Committee overseeing financial reporting processes.

What prior relationship did Jason Patten have with iRhythm before joining the Board?

Before his appointment, Jason Patten served as an advisor to iRhythm’s President and Chief Executive Officer. For those advisory services, he received a one-time cash payment of $86,771, reflecting compensation for work completed before becoming a director.

Do Jason Patten’s iRhythm equity awards accelerate upon a change of control?

Yes. The initial restricted stock unit grant to Jason Patten under the 2016 Equity Incentive Plan will fully accelerate upon a change of control, provided he remains in service through that event. This aligns his equity compensation with potential strategic transactions.

Does Jason Patten have any related-party transactions with iRhythm (IRTC)?

No. The company states that Jason Patten is not a party to, and has no direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K, indicating no disclosable related-party dealings with iRhythm.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 3.9 KB

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