Sands Capital discloses 5.3% stake in iRhythm (NASDAQ: IRTC)

Rhea-AI Filing Summary

Sands Capital Management, LLC and Frank M. Sands report beneficial ownership of 1,699,645 shares of iRhythm Holdings, Inc. common stock, representing 5.3% of the outstanding class. This percentage is based on 32,219,143 shares outstanding as of October 23, 2025, as disclosed in iRhythm’s Form 10-Q.

The shares are held in accounts of various Sands Capital clients, including institutions and individuals, and no single client holds more than 5% of the class. The filers state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of iRhythm.

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)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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
6	Shared Voting Power 1,117,133.00
7	Sole Dispositive Power
8	Shared Dispositive Power 1,699,645.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,699,645.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 32,219,143 Shares outstanding as of October 23, 2025 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on October 30, 2025).

SCHEDULE 13G

CUSIP No. 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
6	Shared Voting Power 1,117,133.00
7	Sole Dispositive Power
8	Shared Dispositive Power 1,699,645.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,699,645.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 32,219,143 Shares outstanding as of October 23, 2025 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on October 30, 2025).

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.
	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. 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
Date:	02/13/2026

SANDS FRANK M.

Signature:	/s/ Frank M. Sands
Name/Title:	Frank M. Sands
Date:	02/13/2026

FAQ

What ownership stake in iRhythm Holdings (IRTC) does Sands Capital report?

Sands Capital Management, LLC and Frank M. Sands report beneficial ownership of 1,699,645 iRhythm shares, representing 5.3% of the company’s common stock. This figure is calculated using 32,219,143 shares outstanding as of October 23, 2025, from iRhythm’s Form 10-Q.

Who are the reporting persons in this iRhythm (IRTC) Schedule 13G/A filing?

The filing names Sands Capital Management, LLC and Frank M. Sands as joint reporting persons. Sands Capital is organized in Delaware, while Frank M. Sands is a U.S. citizen and has ultimate voting and investment power over securities held by Sands Capital’s client accounts.

How is voting and dispositive power over iRhythm (IRTC) shares held by Sands Capital structured?

The reporting persons disclose shared voting power over 1,117,133 shares and shared dispositive power over 1,699,645 shares of iRhythm common stock. These powers relate to securities held across various client accounts managed by Sands Capital, over which they exercise investment authority.

On what outstanding share count is Sands Capital’s 5.3% iRhythm (IRTC) stake based?

The reported 5.3% ownership is based on 32,219,143 iRhythm shares outstanding as of October 23, 2025. This outstanding share figure comes from iRhythm Holdings’ Form 10-Q that was filed with the SEC on October 30, 2025, and is cited in the filing.

Are the iRhythm (IRTC) shares reported by Sands Capital held for control purposes?

The filers state the iRhythm securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company. They also note the holdings are not part of any transaction intended to affect issuer control.

Who ultimately benefits from the iRhythm (IRTC) shares reported by Sands Capital?

The shares are held in accounts of various Sands Capital clients, such as pension plans, endowments, mutual funds, charities, governments, families, and individuals. These clients have rights to dividends and sale proceeds, and no single client’s interest exceeds 5% of the class.