[SCHEDULE 13G/A] iRhythm Holdings, Inc. Amended Passive Investment Disclosure
RTW Reports 6.6% Stake in iRhythm Holdings
RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of 2,182,631 shares of iRhythm Holdings, Inc. common stock, representing 6.6% of the class.
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RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of 2,182,631 shares of iRhythm Holdings, Inc. common stock, representing 6.6% of the class. The percentage is based on 32,862,408 shares outstanding as of April 23, 2026. Both RTW Investments and Dr. Wong report no sole voting or dispositive power, but shared voting and shared dispositive power over all 2,182,631 shares, which are held by certain RTW-managed funds that have the right to receive dividends and sale proceeds.
Key Figures
Shares beneficially owned:2,182,631 sharesOwnership percentage:6.6%Shares outstanding:32,862,408 shares+2 more
5 metrics
Shares beneficially owned2,182,631 sharesCommon stock of iRhythm Holdings reported by each Reporting Person
Ownership percentage6.6%Percent of iRhythm common stock class held by RTW Investments and Roderick Wong
Shares outstanding32,862,408 sharesiRhythm common shares outstanding as of April 23, 2026
Shared voting power2,182,631 sharesShares over which each Reporting Person has shared voting power
Shared dispositive power2,182,631 sharesShares over which each Reporting Person has shared dispositive power
"the beneficial owner of the Shares reported herein"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerregulatory
"Shared Voting Power 2,182,631.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 2,182,631.00"
Schedule 13Gregulatory
"for the purposes of Section 13 of the Securities Exchange Act"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
investment adviserfinancial
"the investment adviser to certain funds (the "RTW Funds")"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of iRhythm Holdings (IRTC) does RTW Investments report owning?
RTW Investments and Roderick Wong report beneficial ownership of 6.6% of iRhythm Holdings’ common stock, based on 32,862,408 shares outstanding as of April 23, 2026, as stated in the company’s Form 10-Q.
How many iRhythm Holdings (IRTC) shares do RTW Investments and Roderick Wong beneficially own?
They report beneficial ownership of 2,182,631 iRhythm Holdings common shares. These shares are held by certain funds advised by RTW Investments, which have the right to receive dividends and proceeds from any sale of the shares.
Who are the reporting persons in this Schedule 13G/A for iRhythm Holdings (IRTC)?
The reporting persons are RTW Investments, LP, a Delaware limited partnership, and Roderick Wong, M.D., its Managing Partner and Chief Investment Officer, each reporting the same 2,182,631 shares as beneficially owned.
What voting and dispositive powers over iRhythm (IRTC) shares do RTW Investments and Roderick Wong report?
Both report 0 shares with sole voting or sole dispositive power and 2,182,631 shares with shared voting and shared dispositive power, reflecting control exercised together over those shares.
Who actually receives dividends and sale proceeds from the iRhythm (IRTC) shares reported by RTW Investments?
The RTW Funds have the right to receive or direct the receipt of dividends and sale proceeds from the 2,182,631 shares, while RTW Investments acts as investment adviser to those funds.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
iRhythm Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
450056106
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
450056106
1
Names of Reporting Persons
RTW Investments, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,182,631.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,182,631.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,182,631.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.6 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
450056106
1
Names of Reporting Persons
Roderick Wong
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,182,631.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,182,631.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,182,631.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
iRhythm Holdings, Inc.
(b)
Address of issuer's principal executive offices:
699 8th Street, Suite 600, San Francisco, CA, 94103.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.001 per share (the "Shares") of iRhythm Holdings, Inc. (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
450056106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 32,862,408 Shares outstanding as of April 23, 2026 as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 30, 2026.
(b)
Percent of class:
RTW Investments: 6.6%
Dr. Wong: 6.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments: 2,182,631 Shares
Dr. Wong: 2,182,631 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 2,182,631 Shares
Dr. Wong: 2,182,631 Shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RTW Investments, LP
Signature:
/s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D., Managing Partner
Date:
08/14/2026
Roderick Wong
Signature:
/s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
08/14/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2026).
