---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-063728"
form_type: "8-K"
ticker: "IRTC"
cik: "0001388658"
company_name: "iRhythm Holdings, Inc."
filed_at: "2024-03-08T23:59:59+00:00"
generated_at: "2026-06-05T00:27:07.934947+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# iRhythm closes $661.25M convertible note offering, repays $80.2M existing debt

## Summary
- Issued $661.25M aggregate principal of 1.50% Convertible Senior Notes due 2029, including full $86.25M greenshoe exercise.
- Net proceeds ~$643.6M; used ~$72.4M for capped call transactions, ~$80.2M to repay Braidwell term loan, and ~$25M to repurchase 229,252 shares at $109.05.
- Notes have initial conversion price ~$147.22 (conversion rate 6.7927), with a cap of $218.10 per share.
- Remaining proceeds for general corporate purposes including sales, R&D, and potential acquisitions.
- Capped call transactions entered to reduce potential dilution on conversion; counterparties may hedge positions in IRTC shares.

## SEC filing metadata
- accession: 0001193125-24-063728
- form_type: 8-K
- ticker: IRTC
- cik: 0001388658
- company_name: iRhythm Holdings, Inc.
- filed_at: 2024-03-08T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 8.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1388658/000119312524063728/0001193125-24-063728-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1388658/000119312524063728/d750230d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-063728
- JSON: https://secwatch.observer/filing/0001193125-24-063728.json
- Plain text: https://secwatch.observer/filing/0001193125-24-063728.txt

## Key facts
- Debt Financings
  iRhythm Holdings, Inc. incurred convertible notes of $661.25 million with qualified institutional buyers at 1.50% maturing 2029.
  - Instrument: convertible notes
  - Principal: $661.25 million
  - Counterparty: qualified institutional buyers
  - Rate: 1.50%
  - Maturity: 2029
  - Event: incurrence
  source text: On March 7, 2024, iRhythm Technologies, Inc. (the “Company”) completed its previously announced sale of $661.25 million in aggregate principal amount of its 1.50% Convertible Senior Notes due 2029 (the “Notes”), which includes the full exercise of the Initial Purchasers’ (as defined below) option to purchase up to an additional $86.25 million in aggregate principal amount of Notes, to the Initial Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1388658/000119312524063728/0001193125-24-063728-index.htm

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