Every 8-K that iRhythm Holdings, Inc. (IRTC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow IRTC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full IRTC filings page.
iRhythm Holdings, Inc. (IRTC) completed its acquisition of VitalConnect, Inc. through its wholly owned subsidiary, iRhythm Technologies, Inc. VitalConnect is now a direct wholly owned subsidiary of iRhythm Technologies and an indirect wholly owned subsidiary of iRhythm Holdings. The acquisition adds mobile cardiac telemetry and multi-vitals monitoring capabilities and extends iRhythm’s portfolio across ambulatory, inpatient and hospital-to-home care.
Cash consideration was $237.5 million, subject to customary adjustments and funded from iRhythm’s balance sheet, plus up to 423,334 shares issued in connection with closing. iRhythm also provided VitalConnect $10.0 million in working capital funding between signing and closing. The transaction is expected to enhance iRhythm’s revenue growth rate beginning in 2027 while preserving its previously communicated 15% adjusted EBITDA margin target for 2027. iRhythm will provide updated 2026 financial guidance, including VitalConnect, on its third-quarter earnings call November 5, 2026. VitalConnect’s platform supports up to 30-day patient monitoring and up to 11 physiological parameters.
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.
iRhythm Holdings, Inc. reported a Board-level change in its audit oversight. On August 11, 2026, director Brian Yoor informed the company of his decision to resign from the Board of Directors and as a member and chair of the Audit Committee, effective August 12, 2026. The company states that his resignation is for personal reasons and is not based on any disagreement regarding operations, policies or practices. The Board has appointed existing director and Audit Committee member Karen McGinnis as the new chair of the Audit Committee, effective August 12, 2026. The report is signed by Chief Financial Officer Daniel Wilson on August 13, 2026.
iRhythm Holdings, Inc. agreed to acquire Vital Connect, Inc. through a merger in which a wholly owned subsidiary will combine with Vital Connect, which will become an indirect wholly owned subsidiary. Eligible Target equity holders are to receive $237.5 million in cash plus $50 million in iRhythm common stock, subject to customary adjustments, with a portion of the consideration held in escrow. The number of iRhythm shares issued will be based on the 30-day volume‑weighted average trading price prior to signing.
The acquisition is expected to close by the end of 2026, subject to Target stockholder approval, expiration or termination of the Hart‑Scott‑Rodino waiting period, and other conditions. iRhythm agreed to a $9.0 million reverse termination fee payable to the Target if the deal ends in specified antitrust‑related circumstances and entered into an Interim Funding Agreement to provide an initial $10.0 million, with additional funding up to $30.0 million, to support Vital Connect’s operations before closing. The stock portion of the consideration will be issued in a private offering exempt from Securities Act registration under Section 4(a)(2) and/or Regulation D.
iRhythm Holdings, Inc. reported a strong second quarter for the three months ended June 30, 2026 and executed several major strategic actions. Revenue was $224.2 million, up 20.1% year over year, with gross margin of 72.8%, a 160-basis point increase. GAAP net loss narrowed to $0.4 million, while adjusted EBITDA reached $43.3 million with a 19.3% margin. Unrestricted cash, cash equivalents and marketable securities totaled $591.3 million as of June 30, 2026, and full-year 2026 guidance was raised to $880–$890 million of revenue and a 13.0–14.0% adjusted EBITDA margin.
iRhythm Technologies, Inc., a subsidiary of iRhythm Holdings, entered into a Settlement and License Agreement with Baxter under which it will make a $50 million settlement payment. Both sides receive worldwide, royalty-free, non-exclusive, fully paid-up licenses to specified cardiac monitoring sensor patents, along with six-year covenants not to sue and limitations on patent challenges.
Separately, iRhythm agreed to acquire VitalConnect, Inc. for approximately $287.5 million, consisting of about $237.5 million in cash funded from existing cash and $50 million in iRhythm common stock, plus up to $30 million of interim working capital financing. VitalConnect’s FDA-cleared biosensor platform is expected to broaden iRhythm’s cardiac monitoring and multi-vitals capabilities, with the transaction expected to close by the end of 2026 and to enhance revenue growth beginning in 2027 while preserving a 15% adjusted EBITDA margin target for 2027.
iRhythm Holdings, Inc. reported a material cybersecurity incident after detecting unauthorized activity on certain third-party-hosted business applications on June 8, 2026. A threat actor later claimed to have obtained proprietary data, patient protected health information, and other personal information and demanded payment to avoid disclosure.
The company has confirmed that some data was exfiltrated but, as of this report, has not found any impact on its products, clinical or medical device systems, patient safety, operations, or financial reporting systems. The affected data was accessed via social engineering and did not involve clinical systems or individual financial account or payment card information.
iRhythm is continuing to investigate the nature and scope of the incident and the individuals affected. It currently believes the incident is not reasonably likely to have a material impact on its financial condition or results of operations and notes that it maintains cybersecurity insurance that may cover certain losses.
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.
iRhythm Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders held on May 27, 2026. Stockholders approved the new 2026 Equity Incentive Plan, which replaces the 2016 plan and had previously been approved by the board, and all nine director nominees were elected to serve until the 2027 annual meeting.
Stockholders also approved an amended and restated certificate of incorporation for iRhythm Technologies, Inc. to remove the pass‑through voting provision, ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and supported, on a non‑binding advisory basis, the compensation of the company’s named executive officers.
iRhythm Holdings reported strong first quarter 2026 results with revenue of $199.4 million, up 25.7% from $158.7 million a year earlier, driven by higher Zio service volumes and newer growth channels.
Gross profit rose to $141.4 million with gross margin improving to 70.9%, while operating expenses increased to $157.5 million as the company invested in growth and incurred litigation-related costs. Net loss narrowed to $13.9 million, or $0.43 per share, from $30.7 million, helped by operating leverage and non-GAAP adjustments that lifted adjusted EBITDA to $14.1 million.
Unrestricted cash, cash equivalents, and marketable securities totaled $549.6 million as of March 31, 2026, and the company raised full-year 2026 guidance to revenue of $875–$885 million with an adjusted EBITDA margin of 12%–13%, reflecting expectations for continued volume-led growth and margin expansion.
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.
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.
iRhythm Holdings reported strong growth for the fourth quarter and full year 2025. Fourth quarter revenue reached $208.9 million, up 27.1% from 2024, with gross margin at 70.9%. The company delivered net income of $5.6 million, its first quarter of positive GAAP net income.
For full year 2025, revenue rose 26.2% to $747.1 million, and gross margin improved to 70.6%. The annual GAAP net loss narrowed to $44.6 million from $113.3 million, and free cash flow was positive at $34.5 million, the first positive year in company history. Unrestricted cash, cash equivalents and marketable securities were $583.8 million at December 31, 2025.
For 2026, iRhythm guides to revenue of $870–$880 million and an adjusted EBITDA margin of 11.5%–12.5%, reflecting expectations for continued volume-led growth, margin expansion, and operating leverage.
iRhythm Technologies, Inc. (IRTC) furnished an investor presentation as part of its shareholder engagement program. The presentation is included as Exhibit 99.1 to the report.
The materials in this disclosure are provided under Item 7.01 (Regulation FD) and are expressly stated as “furnished,” not “filed,” which means they are not subject to Section 18 liability and are not incorporated into other Securities Act or Exchange Act filings except by specific reference.
iRhythm Technologies (IRTC) furnished third‑quarter results and updated its executive severance program. The company furnished a press release for the quarter ended September 30, 2025 as Exhibit 99.1, noting it is furnished, not filed. The Board approved an amended and restated Executive Change in Control and Severance Policy covering Vice Presidents and above, including the CEO and other named officers.
Outside a change‑in‑control period, the CEO is eligible for 18 months of base salary, a 150% target bonus amount, and 18 months of COBRA; the CFO, Chief People Officer, and EVPs receive 12 months salary, 100% target bonus, and 12 months COBRA; SVPs and VPs receive 6 months salary, 50% target bonus, and 6 months COBRA. During the change‑in‑control period, the CEO terms increase to 24 months salary, 200% target bonus, 24 months COBRA, plus 100% acceleration of time‑based equity; CFO/Chief People Officer/EVPs: 18 months salary, 150% target bonus, 15 months COBRA, 100% equity acceleration; SVPs/VPs: 9 months salary, 75% target bonus, 9 months COBRA, 100% equity acceleration.