iRhythm (IRTC) switches from PwC to KPMG as independent auditor

Rhea-AI Filing Summary

iRhythm Holdings, Inc. reported that its Audit Committee dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm on March 30, 2026 and approved the engagement of KPMG LLP for the audit of the fiscal year ending December 31, 2026.

Pwc’s audit reports on the company’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications relating to uncertainty, audit scope, or accounting principles, and the company states there were no disagreements or reportable events with PwC during those periods or through March 30, 2026.

The company provided PwC with a copy of the report and requested a response letter to the U.S. Securities and Exchange Commission; PwC agreed with the company’s statements, and this letter is included as Exhibit 16.1 dated March 31, 2026.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Auditor dismissal date: March 30, 2026 New auditor fiscal year: Fiscal year ending December 31, 2026 Audited fiscal year end: December 31, 2025 +2 more

5 metrics

Auditor dismissal date March 30, 2026 Date Audit Committee dismissed PwC

New auditor fiscal year Fiscal year ending December 31, 2026 Period KPMG will serve as auditor

Audited fiscal year end December 31, 2025 Recent year audited by PwC without adverse opinion

Prior audited fiscal year end December 31, 2024 Earlier year audited by PwC without adverse opinion

PwC confirmation letter date March 31, 2026 Date of Exhibit 16.1 letter to SEC

Key Terms

independent registered public accounting firm, reportable events, Regulation S-K, Audit Committee, +1 more

5 terms

independent registered public accounting firm financial

"dismissed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events regulatory

"there were no “reportable events” (within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K)"

Regulation S-K regulatory

"within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Audit Committee financial

"the Audit Committee of the Board of Directors of iRhythm Holdings, Inc."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

0001388658false00013886582026-03-302026-03-30

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 30, 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 4.01. Changes in Registrant's Certifying Accountant

(a) Dismissal of Independent Registered Public Accounting Firm

On March 30, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of iRhythm Holdings, Inc. (the “Company”) dismissed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm.

PwC’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through March 30, 2026, (i) there were no “disagreements” (within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K) between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to PwC’s satisfaction, would have caused PwC to make reference to the subject matter of the disagreements in connection with their reports; and (ii) there were no “reportable events” (within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K).

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided PwC with a copy of this Current Report on Form 8-K and requested that PwC furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether PwC agrees with the statements of the Company herein and, if not, stating the respects in which it does not agree. PwC furnished the requested letter, stating its agreement with such statements, and a copy is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm

On March 30, 2026, the Audit Committee approved the engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. During the Company’s two most recent fiscal years and the subsequent interim period through March 30, 2026, neither the Company, nor anyone on its behalf, consulted KPMG regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a "disagreement" (within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a "reportable event" (within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
16.1						Letter from PricewaterhouseCoopers LLP dated March 31, 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 31, 2026						By:			/s/ Daniel Wilson
									Daniel Wilson
									Chief Financial Officer

FAQ

What auditor change did iRhythm Holdings (IRTC) disclose in this 8-K?

iRhythm Holdings disclosed that its Audit Committee dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm and approved the engagement of KPMG LLP for the fiscal year ending December 31, 2026. This change affects who will audit the company’s financial statements.

Were there any disagreements between iRhythm (IRTC) and PwC before the dismissal?

The company states there were no disagreements with PwC on accounting principles, financial statement disclosure, or auditing scope or procedure during the fiscal years ended December 31, 2025 and 2024 and through March 30, 2026. It also reports there were no reportable events during these periods.

How did PwC respond to iRhythm Holdings’ (IRTC) description of events?

iRhythm provided PwC with a copy of the report and requested a letter to the U.S. Securities and Exchange Commission. PwC furnished a letter dated March 31, 2026, stating its agreement with the company’s statements, which is filed as Exhibit 16.1.

What period will KPMG LLP audit for iRhythm Holdings (IRTC)?

KPMG LLP was approved by the Audit Committee as iRhythm Holdings’ independent registered public accounting firm for the fiscal year ending December 31, 2026. This means KPMG will be responsible for auditing the company’s 2026 annual financial statements.

Did PwC issue any adverse opinions on iRhythm’s (IRTC) recent financial statements?

PwC’s audit reports on iRhythm’s consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 did not contain adverse opinions or disclaimers and were not qualified or modified regarding uncertainty, audit scope, or accounting principles.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 EX-16.1 1.2 KB
• 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