{"schema_version":"secwatch.filing_event.v1","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"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"medium","headline":"iRhythm completes holding company reorganization; new parent iRhythm Holdings successor issuer under IRTC","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-002755","json":"https://secwatch.observer/filing/0001104659-26-002755.json","markdown":"https://secwatch.observer/filing/0001104659-26-002755.md","text":"https://secwatch.observer/filing/0001104659-26-002755.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/tm262849d1_8k12b.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T10:49:07.804425+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2435a41a236f87a794f20b7a1ef89d1880073176","claim":"iRhythm Holdings, Inc.: Adoption of Amended and Restated Certificate of Incorporation of iRhythm Holdings, Inc (effective 2026-01-12).","evidence_excerpt":"The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","confidence":1.0},{"claim_id":"bfbdc8299eb4b7bf530a9fb25ea301ef68e91611","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","confidence":1.0},{"claim_id":"cdd6798744965bf7ec4540075c1b2cec649294de","claim":"iRhythm Holdings, Inc.: Adoption of Amended and Restated Bylaws of iRhythm Holdings, Inc (effective 2026-01-12).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","confidence":1.0},{"claim_id":"69863bc2e6b7880a2aef0bd09a3b16eede92fae1","claim":"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).","evidence_excerpt":"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\")","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0000072162-26-000034","ticker":"NL","company_name":"NL INDUSTRIES INC","filed_at":"2026-05-26T20:16:09+00:00","headline":"NL Industries reincorporates in Delaware as NLI Holdings, effective May 26, 2026","event_type":"other_material","sec_items":["1.01","2.01","2.03","3.03","5.02","5.03","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 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Corporation’s certificate of incorporation and bylaws, and instead became governed by the DGCL, the Delaware Certificate and the Bylaws.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/72162/000007216226000034/0000072162-26-000034-index.htm"}},{"accession":"0000790816-26-000019","ticker":null,"company_name":"BRANDYWINE OPERATING PARTNERSHIP, L.P.","filed_at":"2026-06-01T20:30:42+00:00","headline":"Brandywine extends revolver maturity to Dec 2026; shareholders OK 5M share increase for LTIP","event_type":"other_material","sec_items":["1.01","2.03","5.02","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 2.03, 5.02, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000790816-26-000019","json":"https://secwatch.observer/filing/0000790816-26-000019.json","markdown":"https://secwatch.observer/filing/0000790816-26-000019.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1060386/000079081626000019/0000790816-26-000019-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/790816/000079081626000019/bdn-20260528.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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\")","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","comparable_excerpt":"tnership, L.P., a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Borrowers”) extended the maturity date of the Borrowers’ revolving credit facility (the “Revolving Credit Facility”) provided under the Borrowers’ Second Amended and Restated Credit Agreement, dated as of June 30, 2022 (the “Credit Agreement”), by and among the Borrowers, Bank of America, N.A., as administrative agent and lender, and the other agents and lenders party thereto, for a period of six months from June 30, 2026 to December 30, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1060386/000079081626000019/0000790816-26-000019-index.htm"}},{"accession":"0001628280-26-039465","ticker":"IOT","company_name":"Samsara Inc.","filed_at":"2026-06-01T20:07:41+00:00","headline":"Samsara Inc. reincorporates from Delaware to Nevada, effective June 1, 2026","event_type":"other_material","sec_items":["3.03","5.03","9.01"],"materiality_score":0.45,"calibrated_materiality_score":0.45,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-039465","json":"https://secwatch.observer/filing/0001628280-26-039465.json","markdown":"https://secwatch.observer/filing/0001628280-26-039465.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/0001628280-26-039465-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/iot-20260601.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/0001628280-26-039465-index.htm"}},{"accession":"0001193125-26-240338","ticker":"LUMN","company_name":"Lumen Technologies, Inc.","filed_at":"2026-05-27T10:02:11+00:00","headline":"Lumen shareholders approve 45.6M share increase to equity plan, eliminate supermajority votes","event_type":"other_material","sec_items":["5.02","5.07","5.03","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","same event type: other_material","similar 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voting requirements for matters subject to shareholder approval and to replace such requirements with a majority of votes cast standard; and • exclude certain categories of persons from the definition of “Related Person”. On May 26, 2026, the Company filed Amended and Restated Articles of Incorporation reflecting the foregoing amendments","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/18926/000119312526240338/0001193125-26-240338-index.htm"}},{"accession":"0001628280-26-038220","ticker":"DTIL","company_name":"PRECISION BIOSCIENCES INC","filed_at":"2026-05-26T21:20:29+00:00","headline":"Precision BioSciences shareholders approve 3.8M share increase for equity plan; elect directors","event_type":"other_material","sec_items":["5.02","5.03","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-038220","json":"https://secwatch.observer/filing/0001628280-26-038220.json","markdown":"https://secwatch.observer/filing/0001628280-26-038220.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1357874/000162828026038220/0001628280-26-038220-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1357874/000162828026038220/dtil-20260521.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","comparable_excerpt":"On May 22, 2026, the Company filed the 2026 Amendment with the Secretary of State of the State of Delaware, and the 2026 Amendment became effective upon filing.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1357874/000162828026038220/0001628280-26-038220-index.htm"}},{"accession":"0001213900-26-061039","ticker":"AIDX","company_name":"20/20 Biolabs, Inc.","filed_at":"2026-05-26T20:28:45+00:00","headline":"20/20 Biolabs reduces stockholder meeting quorum from majority to one-third","event_type":"other_material","sec_items":["3.03","5.03","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061039","json":"https://secwatch.observer/filing/0001213900-26-061039.json","markdown":"https://secwatch.observer/filing/0001213900-26-061039.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1139685/000121390026061039/0001213900-26-061039-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1139685/000121390026061039/ea0292180-8k_2020bio.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","comparable_excerpt":"On May 19, 2026, the Board of Directors of 20/20 Biolabs, Inc. (the “ Company ”) adopted Amendment No. 1 to the Company’s Amended and Restated Bylaws (the “ Amendment ”), pursuant to which Section 2.5 of the Company’s Amended and Restated Bylaws was amended to reduce the quorum required for a meeting of stockholders from a majority of the shares outstanding to one-third of the shares outstanding.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1139685/000121390026061039/0001213900-26-061039-index.htm"}},{"accession":"0000001961-26-000006","ticker":null,"company_name":"WORLDS INC","filed_at":"2026-06-01T18:59:55+00:00","headline":"Worlds Inc. changes name to Gemaxel Inc., effective March 26, 2026","event_type":"other_material","sec_items":["5.03","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000001961-26-000006","json":"https://secwatch.observer/filing/0000001961-26-000006.json","markdown":"https://secwatch.observer/filing/0000001961-26-000006.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1961/000000196126000006/0000001961-26-000006-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1961/000000196126000006/wddd8k052826.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","comparable_excerpt":"On March 26, 2026 the Company amended ARTICLE FIRST of its Certificate of Incorporation and changed its name to Gemaxel Inc. from Worlds Inc.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1961/000000196126000006/0000001961-26-000006-index.htm"}},{"accession":"0001539497-26-001624","ticker":null,"company_name":"BMO 2026-5C14 Mortgage Trust","filed_at":"2026-06-01T18:53:15+00:00","headline":"BMO 2026-5C14 transfers Compass Storage Whole Loan servicing to Benchmark 2026-V22","event_type":"other_material","sec_items":["1.01","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001539497-26-001624","json":"https://secwatch.observer/filing/0001539497-26-001624.json","markdown":"https://secwatch.observer/filing/0001539497-26-001624.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2063015/000153949726001624/0001539497-26-001624-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2063015/000153949726001624/n5711_x18-8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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\")","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2063015/000153949726001624/0001539497-26-001624-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}