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.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
iRhythm Holdings, Inc. issued convertible note.
- Security
- convertible note
Exact text from the filing
the right to convert each $1,000 principal amount of the Convertible Notes into the shares of iRhythm Common Stock shall be changed to a right to convert such principal amount of Securities into the number of shares of iRhythm Holdings Common Stock equal to the Conversion Rate (as defined in the Indenture)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
iRhythm Holdings, Inc.: Adoption of Amended and Restated Certificate of Incorporation of iRhythm Holdings, Inc (effective 2026-01-12).
- Change
- charter amendment
- Effective
- 2026-01-12
Exact text from the filing
The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
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).
- Change
- charter amendment
- Effective
- 2026-01-12
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
iRhythm Holdings, Inc.: Adoption of Amended and Restated Bylaws of iRhythm Holdings, Inc (effective 2026-01-12).
- Change
- bylaw amendment
- Effective
- 2026-01-12
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
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).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- U.S. Bank Trust Company, National Association
- Value
- Modified conversion rights of 1.50% Convertible Senior Notes due 2024 to reference iRhythm Holdings
- Effective
- 2026-01-12
Exact text from the 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")
View on SEC.gov
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