[SCHEDULE 13G/A] iRhythm Holdings, Inc. Amended Passive Investment Disclosure
iRhythm: Sands Capital files 13G/A amendment
iRhythm Holdings, Inc. - Sands Capital Management, LLC and Frank M. Sands filed Amendment No. 6 to a Schedule 13G/A reporting beneficial ownership of 5% or less of the issuer's common stock (CUSIP 450056106).
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iRhythm Holdings, Inc. - Sands Capital Management, LLC and Frank M. Sands filed Amendment No. 6 to a Schedule 13G/A reporting beneficial ownership of 5% or less of the issuer's common stock (CUSIP 450056106). The filing states securities are held in various client accounts and that no single client's interest exceeds 5%.
The filing cites 32,862,408 shares outstanding as of April 23, 2026 (per the issuer's Form 10-Q). Sands is identified as having ultimate voting and investment power over securities held by Sands Capital. Signatures are dated 05/08/2026.
Insights
Amendment confirms passive reporting of sub‑5% holdings across client accounts.
The filing records that Sands Capital Management is reporting as an investment adviser and Frank M. Sands as a control person with voting and dispositive power attributable through the adviser relationship. The reported percentages are 0.0% with holdings described as held for various clients.
Cash‑flow treatment and precise share counts held by SCM clients are not itemized here; subsequent filings or fund statements could show specific client allocations.
Key Figures
Form type:Schedule 13G/A (Amendment No. 6)Shares outstanding:32,862,408 sharesCUSIP:450056106+2 more
5 metrics
Form typeSchedule 13G/A (Amendment No. 6)Ownership disclosure filed for common stock
Shares outstanding32,862,408 sharesas of April 23, 2026 (per issuer's Form 10-Q)
CUSIP450056106iRhythm Common Stock
Percent of class reported0.0%reported percent ownership by Sands Capital/Frank M. Sands
Signature date05/08/2026dates of filings signatures
Key Terms
Schedule 13G/A, beneficially owned, investment adviser, control person
4 terms
Schedule 13G/Aregulatory
"Amendment No. 6 to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedfinancial
"Amount beneficially owned: See rows 5 through 11 of cover pages"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
investment adviserregulatory
"SCM is reporting hereunder as an investment adviser pursuant to Item 3(e)"
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.
control personregulatory
"Sands is reporting hereunder as a control person pursuant to Item 3(g)"
A control person is an individual or entity that can significantly influence a company’s decisions and direction through ownership, voting power, or contractual rights—think of them as the captain who can steer the ship. Investors care because a control person’s choices affect corporate strategy, board appointments, and transactions that can raise or lower a stock’s value, and they often carry additional legal responsibilities and disclosure requirements to protect other shareholders.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Sands Capital report for iRhythm (IRTC)?
Sands Capital and Frank M. Sands filed an Amendment No. 6 to Schedule 13G/A reporting beneficial ownership of 5% or less. The filing lists voting/dispositive power as 0.00 and percent ownership as 0.0%, citing the issuer's share count.
How many iRhythm shares were outstanding per the filing?
The filing cites 32,862,408 shares outstanding as of April 23, 2026, referenced to iRhythm's Form 10-Q. That figure is used to calculate the percent ownership disclosed in this Schedule 13G/A amendment.
Does any client of Sands Capital own more than 5% of IRTC?
No individual client is reported to own more than 5%. The filing states securities are held in accounts of various clients and explicitly says no such client's interest exceeds 5% of the class.
Who signed the Schedule 13G/A amendment for Sands Capital?
The amendment is signed by Alexandra R. Fulk, Chief Compliance Officer, Senior Counsel, and by Frank M. Sands. The signatures are dated 05/08/2026 on the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
iRhythm Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
450056106
(CUSIP Number)
03/31/2026
(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
SANDS CAPITAL MANAGEMENT, LLC
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 32,862,408 Shares outstanding as of April 23, 2026 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on April 30, 2026).
SCHEDULE 13G
CUSIP Number(s):
450056106
1
Names of Reporting Persons
SANDS FRANK M.
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 32,862,408 Shares outstanding as of April 23, 2026 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on April 30, 2026).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
iRhythm Holdings, Inc.
(b)
Address of issuer's principal executive offices:
699 8TH STREET, 699 8TH STREET, San Francisco, CALIFORNIA, 94103.
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed jointly by Sands Capital Management, LLC ("SCM") and Frank M. Sands ("Sands"). Sands holds ultimate voting and investment power over securities held by SCM.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of SCM and Sands is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.
(c)
Citizenship:
SCM is organized under the laws of the State of Delaware. Sands is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(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:
See rows 5 through 11 of cover pages.
(b)
Percent of class:
See rows 5 through 11 of cover pages.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See rows 5 through 11 of cover pages.
(ii) Shared power to vote or to direct the vote:
See rows 5 through 11 of cover pages.
(iii) Sole power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
Securities reported on this Schedule 13G are held in the accounts of various clients of SCM, which may include pension plans, endowments, foundations, mutual funds, charities, state and municipal government entities, Taft-Hartley plans, families, and individuals, among other types. Such clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No such client's interest in the class of securities reported herein is more than 5%.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
SCM is reporting hereunder as an investment adviser pursuant to Item 3(e) above. Sands is reporting hereunder as a control person pursuant to Item 3(g) above.
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.
SANDS CAPITAL MANAGEMENT, LLC
Signature:
/s/ Alexandra R. Fulk
Name/Title:
Alexandra R. Fulk, Chief Compliance Officer, Senior Counsel
