irtc-20260312
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 12, 2026
iRhythm Holdings, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-37918 | 41-3421287 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
699 8th Street, Suite 600
San Francisco, California 94103
(Address of principal executive office) (Zip Code)
(415) 632-5700
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock, Par Value $0.001 Per Share | IRTC | The NASDAQ Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of March 12, 2026, the Board of Directors (the "Board") of iRhythm Holdings, Inc., a Delaware corporation (the "Company") appointed Jason Patten as a director of the Board and member of the Audit Committee of the Board (the “Audit Committee”). Mr. Patten shall hold office for a term expiring at the 2026 Annual Meeting of the Company’s stockholders.
There is no arrangement or understanding between Mr. Patten and any other persons pursuant to which Mr. Patten was selected as a director. Mr. Patten is not a party to, nor has any direct or indirect material interest in any transaction with the Company required to be disclosed under Item 404(a) of Regulation S-K. The Board determined that Mr. Patten qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of the Nasdaq Stock Market, in each case as currently in effect and meets the further audit committee standards required by Securities and Exchange Commission (“SEC”) Rule 10A-3. Mr. Patten will also enter into the Company’s standard form of indemnification agreement for its directors and executive officers, which was filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K (File No. 001-37918) filed with the SEC on February 19, 2026.
Consistent with the Company’s compensation policy for non-employee directors (the “Director Compensation Policy”), upon appointment, Mr. Patten was granted an initial retainer grant of restricted stock units with a grant date value of $300,000 vesting annually over the three years following March 12, 2026. Mr. Patten will also receive the customary annual compensation paid to non-employee directors in the form of a cash retainer, paid quarterly in arrears, for his service on the Board and the Audit Committee in an amount consistent with the Director Compensation Policy (currently $55,000 per year for service on the Board and $10,000 per year for service on the Audit Committee). The initial retainer grant will be issued under the Company’s 2016 Equity Incentive Plan and will accelerate in full upon a change of control, provided that Mr. Patten remains in service through such change in control.
Prior to being appointed to the Board, Mr. Patten served as an advisor to the Company’s President and Chief Executive Officer. In connection with that role, Mr. Patten received a one time payment of $86,771 in cash for services rendered.
Item 7.01. Regulation FD Disclosure.
The Company announced the appointment of Mr. Patten to the Board in a press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IRHYTHM HOLDINGS, INC. | |||||||||||
Date: March 12, 2026 | By: | /s/ Daniel Wilson | |||||||||
| Daniel Wilson | |||||||||||
| Chief Financial Officer | |||||||||||