8-K12B filed January 12, 2026, 6:59 PM ET ticker IRTC CIK 0001388658

other material confidence medium sentiment neutral materiality 0.35

iRhythm completes holding company reorganization; new parent iRhythm Holdings successor issuer under IRTC

iRhythm Holdings, Inc.

Formed new parent iRhythm Holdings via merger of iRhythm into wholly owned sub; no stockholder vote required under DGCL Section 251(g).
Each share of iRhythm common stock converted 1:1 into iRhythm Holdings common stock; same ticker IRTC and CUSIP.
Executive officers and directors remain unchanged; equity awards and convertible notes assumed by iRhythm Holdings with adjustments.

item 1.01 item 2.03 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 8.01 item 9.01

Machine-readable event card

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accession: 0001104659-26-002755
form_type: 8-K12B
ticker: IRTC
cik: 0001388658
company_name: iRhythm Holdings, Inc.
filed_at: 2026-01-12T23:59:59+00:00
discovered_at: 2026-05-14T18:02:34.965779+00:00
generated_at: 2026-05-16T10:49:07.804425+00:00
sec_items: ["1.01", "2.03", "3.01", "3.03", "5.01", "5.02", "5.03", "7.01", "8.01", "9.01"]
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sentiment: neutral
materiality_score: 0.35
calibrated_materiality_score: 0.35
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Source-grounded claims

2435a41a236f87a794f20b7a1ef89d1880073176

iRhythm Holdings, Inc.: Adoption of Amended and Restated Certificate of Incorporation of iRhythm Holdings, Inc (effective 2026-01-12).

The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.

SEC 8-K Item 5.03/5.05/5.06 confidence 1.0 SEC evidence

bfbdc8299eb4b7bf530a9fb25ea301ef68e91611

iRhythm Holdings, Inc.: Amendment of iRhythm, Inc.'s charter to add a provision required by DGCL Section 251(g) regarding stockholder approval (effective 2026-01-12).

iRhythm amended and restated its Amended and Restated Certificate of Incorporation (as so amended and restated, the “iRhythm Amended and Restated Charter”) by filing the iRhythm Amended and Restated Charter as an exhibit to the Certificate of Merger filed with the Secretary of State of the State of Delaware on January 12, 2026 in connection with the Merger (the “Certificate of Merger”), in order to add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving iRhythm, other than the election or removal of directors, that requires for its adoption under the DGCL or the iRhythm Amended and Restated Charter the approval of the stockholders of iRhythm shall require the approval of the stockholders of iRhythm Holdings by the same vote as is required by the DGCL and/or the iRhythm Amended and Restated Charter.

SEC 8-K Item 5.03/5.05/5.06 confidence 1.0 SEC evidence

cdd6798744965bf7ec4540075c1b2cec649294de

iRhythm Holdings, Inc.: Adoption of Amended and Restated Bylaws of iRhythm Holdings, Inc (effective 2026-01-12).

Upon consummation of the Holding Company Transaction , the Amended and Restated Certificate of Incorporation of iRhythm Holdings (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated Bylaws of iRhythm Holdings (the “Amended and Restated Bylaws”) are the same as the certificate of incorporation and bylaws of iRhythm in effect immediately prior to consummation of the Holding Company Transaction , respectively, other than changes permitted by Section 251(g) of the DGCL.

SEC 8-K Item 5.03/5.05/5.06 confidence 1.0 SEC evidence

69863bc2e6b7880a2aef0bd09a3b16eede92fae1

iRhythm Holdings, Inc. amended First Supplemental Indenture with U.S. Bank Trust Company, National Association valued at Modified conversion rights of 1.50% Convertible Senior Notes due 2024 to reference iRhythm Holdings (effective 2026-01-12).

In connection with the Merger, on January 12, 2026, iRhythm, iRhythm Holdings, as guarantor, and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a first supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of March 7, 2024, between iRhythm and the Trustee (the “Indenture”), governing iRhythm’s 1.50% Convertible Senior Notes (the “Convertible Notes")

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

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BRANDYWINE OPERATING PARTNERSHIP, L.P. June 1, 2026, 4:30 PM ET other_material Items 1.01, 2.03, 5.02, 5.07, 9.01

same fact type: material_agreement same SEC item: 1.01, 2.03, 5.02, 9.01 same event type: other_material similar materiality

This filing

In connection with the Merger, on January 12, 2026, iRhythm, iRhythm Holdings, as guarantor, and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a first supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of March 7, 2024, between iRhythm and the Trustee (the “Indenture”), governing iRhythm’s 1.50% Convertible Senior Notes (the “Convertible Notes")

Comparable filing

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Filing page SEC filing

MAN

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ManpowerGroup Inc. May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 8.01, 9.01

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This filing

The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

Filing page SEC filing

IOT

Samsara Inc. reincorporates from Delaware to Nevada, effective June 1, 2026

Samsara Inc. June 1, 2026, 4:07 PM ET other_material Items 3.03, 5.03, 9.01

same fact type: governance_change same SEC item: 3.03, 5.03, 9.01 same event type: other_material similar materiality

This filing

The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.

Comparable filing

the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on June 1, 2026, at 12:02 a.m. Pacific Time

Filing page SEC filing

WORLDS INC

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WORLDS INC June 1, 2026, 2:59 PM ET other_material Items 5.03, 9.01

same fact type: governance_change same SEC item: 5.03, 9.01 same event type: other_material similar materiality

This filing

The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.

Comparable filing

On March 26, 2026 the Company amended ARTICLE FIRST of its Certificate of Incorporation and changed its name to Gemaxel Inc. from Worlds Inc.

Filing page SEC filing

BMO 2026-5C14 Mortgage Trust

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BMO 2026-5C14 Mortgage Trust June 1, 2026, 2:53 PM ET other_material Items 1.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 9.01 same event type: other_material similar materiality

This filing

In connection with the Merger, on January 12, 2026, iRhythm, iRhythm Holdings, as guarantor, and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a first supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of March 7, 2024, between iRhythm and the Trustee (the “Indenture”), governing iRhythm’s 1.50% Convertible Senior Notes (the “Convertible Notes")

Comparable filing

On March 25, 2026 (the “ Closing Date ”), BMO 2026-5C14 Mortgage Trust (the “ Issuing Entity ”) issued the BMO 2026-5C14 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2026-5C14, pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2026 (the “ Pooling and Servicing Agreement ”), between BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee.

Filing page SEC filing

BTCS

BTCS reduces stockholder quorum requirement from majority to 33.3%

BTCS Inc. June 1, 2026, 9:29 AM ET other_material Items 5.03, 9.01

same fact type: governance_change same SEC item: 5.03, 9.01 same event type: other_material similar materiality

This filing

The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.

Comparable filing

On May 29, 2026, the board of directors of BTCS Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) and adopted an amendment to the quorum requirement contained in Article II, Section 2.9 of the Bylaws (the “Amendment”) to provide that the holders of thirty-three and one third percent (33.3%) of the voting power of the Company entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business.

Filing page SEC filing

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Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors

Moderna, Inc. May 11, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 9.01 same event type: other_material similar materiality

This filing

The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.

Comparable filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Filing page SEC filing

LKQ

LKQ stockholders approve 25% special meeting right; all director nominees elected

LKQ CORP May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 9.01 same event type: other_material similar materiality

This filing

The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.

Comparable filing

the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.

Filing page SEC filing

Source: SEC EDGAR

accession 0001104659-26-002755

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