---
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"
generated_at: "2026-05-16T10:49:07.804425+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "medium"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: medium
- sec_items: 1.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-002755
- JSON: https://secwatch.observer/filing/0001104659-26-002755.json
- Plain text: https://secwatch.observer/filing/0001104659-26-002755.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1388658/000110465926002755/0001104659-26-002755-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.