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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 64 added, 32 removed, 122 unchanged (44% of the section changed)

12 unchanged sentences

There have been no changes in internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting can also be circumvented by collusion or improper management override of the controls.

Projections of any evaluation of controls effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with policies or procedures.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OTHER INFORMATION.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THE PREVENT INSPECTIONS.

Rule 10b5-1 Trading Plans

On November 14, 2024 , Daniel Wilson , the Company's Chief Financial Officer , entered into a prearranged written stock sale plan in accordance with Rule 10b5-1 (the “Wilson 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company's common stock.

The Wilson 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Wilson 10b5-1 Plan provides for the potential sale of up to 18,000 shares of the Company's common stock, including upon the vesting and settlement of restricted stock units and performance restricted stock units for shares of the Company's common stock, so long as the market price of the Company's common stock is higher than a certain minimum threshold prices specified in Wilson 10b5-1 Plan, between March 3, 2025 and August 11, 2025 .

On November 25, 2024 , Chad Patterson , the Company's Chief Commercial Officer , entered into a prearranged written stock sale plan in accordance with Rule 10b5-1 (the “Patterson 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company's common stock.

The Patterson 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Patterson 10b5-1 Plan provides for the potential sale of up to 7,951 shares of the Company's common stock, including upon the vesting and settlement of restricted stock units and performance restricted stock units for shares of the Company's common stock, so long as the market price of the Company's common stock is higher than a certain minimum threshold prices specified in Patterson 10b5-1 Plan, between February 24, 2025 and December 2, 2025 .

Each of the Wilson 10b5-1 Plan and the Patterson 10b5-1 Plan includes a representation from Mr.

Wilson and Mr.

Patterson, respectively, to the broker administering the plan that they were not in possession of any material nonpublic information regarding the Company or the securities subject to such Rule 10b5-1 Plan at the time it was entered into.

A similar representation was made to the Company in connection with the adoption of such Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities.

Those representations were made as of the date of adoption of the such Rule 10b5-1 Plan, and speak only as of such date.

In making those representations, there is no assurance with respect to any material nonpublic information of which the insider was unaware, or with respect to any material nonpublic information acquired by the insider or the Company after the date of the representation.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023.

Certain information required by this item may be incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2024, or alternatively, disclosed in an amendment to this Annual Report on Form 10-K.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires executive officers, directors, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership with the Securities and Exchange Commission.

Based solely on the copies of such forms received by us, we believe that during the fiscal year ended December 31, 2024, all filing requirements were timely satisfied, except:

(i) one Form 4 was filed one day late for one transaction by each of our outside directors (Cathleen Noel Bairey Merz, Bruce Bodaken, Karen Ling, Mark Rubash, Ralph Snyderman, Abhijit Talwalkar, Mojdeh Poul, and Brian Yoor) on June 3, 2024;

and (ii) one Form 4 for one transaction was filed late by Daniel Wilson on December 27, 2024 and an amended Form 3 was filed by Daniel Wilson on February 14, 2025 to correct his aggregate holdings.

The above identified late filings by our outside directors relate to the award of RSUs to such members of the Board of Directors as an automatic annual grant on May 29, 2024, the date of the Company's 2024 Annual Meeting of Stockholders, pursuant to the Company's Non-Employee Director Compensation Policy.

I nsider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees.

Our insider trading policy also provides that the Company will not transact in any of our own securities unless in compliance with U.S.

securities laws.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION.

5 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our independent registered public accounting firm is PricewaterhouseCoopers LLP, San Jose, CA, PCAOB ID:

Our independent registered public accounting firm is PricewaterhouseCoopers LLP, San Jose, CA.

The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2024.

11 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of the Registrant, as amended.

3.1 August 1, 2024

3.2 Amended and Restated Bylaws of the Registrant (as amended and restated on November 10, 2023).

6 unchanged sentences

10-K 001-37918 4.3 March 2, 2020

10.1± Services Agreement dated December 24, 2013 between the Registrant and XIFIN, Inc.

S-1 333-213773 10.20 September 23, 2016

10.2± Development Collaboration Agreement dated December 3, 2019 by and among the Registrant, Verily Life Sciences LLC and Verily Ireland Limited.

10-Q 001-37918 10.3 December 23, 2019

10.3± First Amendment to Development Collaboration Agreement dated April 26, 2021 by and among the Registrant, Verily Life Sciences LLC and Verily Ireland Limited.

10-K 001-37918 10.43 February 28, 2022

10.4± Second Amendment to Revive and Amend the Development Collaboration Agreement dated January 24, 2022 by and among the Registrant, Verily Life Sciences LLC and Verily Ireland Limited.

10-K 001-37918 10.44 February 28, 2022

Indenture dated March 7, 2024 between iRhythm Technologies, Inc.

Bank Trust Company, National Association, as trustee (including the form 1.50% Convertible Senior Notes due 2029)

4.1 March 8, 2024

Third Amended and Restated Loan and Security Agreement, dated as of October 23, 2018, between Silicon Valley Bank, a California corporation, and iRhythm Technologies, Inc., a Delaware corporation.

5 unchanged sentences

Third Amendment to the Third Amended and Restated Loan and Security Agreement dated November 17, 2023, by and between the Registrant and Silicon Valley Bank.

10.8 February 22, 2024

Office Lease dated October 4, 2018 between the Registrant and Big Dog Holdings LLC.

10-K 001-37918 10.35 March 4, 2019

F irst Amendment to O ffice L ease dated May 31, 2019 between the Registrant and Big Dog Holdings LLC.

First Amendment to Office Lease dated May 31, 2019 between the Registrant and Big Dog Holdings LLC.

10.10 February 22, 2024

Multi-Tenant Office/Industrial Lease by and between iRhythm Technologies, Inc.

3 unchanged sentences

10.1 January 8, 2024

2016 Equity Incentive Plan and related form agreements.

S-1/A 333-213773 10.3 October 7, 2016

2016 Equity Incentive Plan and related form agreements, as amended November 7, 2024

10.1 November 11, 2024

2016 Employee Stock Purchase Plan, as amended February 26, 2019, and related form agreements.

4 unchanged sentences

S-1 333-213773 10.1 September 23, 2016

Executive Change in Control and Severance Policy as Amended.

Executive Change in Control and Severance Policy , as a mended.

10.2 February 22, 2024

Form of Change of Control and Severance Agreement.

10 unchanged sentences

10.22 February 23, 2023

Resignation, Release and Consulting Agreement dated March 10, 2023 by and between the Registrant and Douglas Devine.

10.1 May 4, 2023

S eparation Agreement and Cons ulting Agreement dated August 28, 2024 , by and betwe en Registra nt and Brice Bobzien

Offer Letter dated June 28 , 2019, as amen ded August 1, 2024 , by and between the Registra nt and Daniel Wilson.

Technology License Agreement dated August 30, 2024 between Registrant and BioIntelliSense, Inc.

10.1 October 30, 2024

Insider Trading Policy

21.1 List of Subsidiaries of Registrant.

23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, San Jose, CA, PCAOB ID:

23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, San Jose, CA)

31.1† Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

C ompensation Rec overy Policy

Compensation Recovery Policy

10-K 001-37918 97.1 February 22, 2024

101.INS Inline XBRL Instance Document

9 unchanged sentences

± Confidential treatment has been requested for portions of this exhibit.

These portions have been omitted and have been filed

separately with the Securities and Exchange Commission.

The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.

FORM 10-K SUMMARY.

11 unchanged sentences

February 20, 2025

/s/ Brice Bobzien Chief Financial Officer

/s/ Daniel G.

Chief Financial Officer

(Principal Financial Officer) February 20, 2025

Brice Bobzien

Daniel Wilson

/s/Marc Rosenbaum

5 unchanged sentences

Talwalkar Director and Chairman of the Board February 20, 2025

Bodaken Director February 22, 2024

/s/ Ralph Snyderman M.D.

/s/ Bruce Bodaken

Director February 20, 2025

/s/ Ralph Snyderman

Director February 20, 2025

Ralph Snyderman M.D.

Noel Bairey Merz, M.D.

Noel Bairey Merz

Director February 20, 2025

Noel Bairey Merz, M.D.

Rubash Director February 22, 2024

/s/ Mark Rubash

Director February 20, 2025

/s/ Karen Ling Director February 20, 2025

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures