Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) (principal executive officer) and Chief Financial Officer (“CFO”) (principal financial officer), as appropriate to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a under the Exchange Act, our management, including our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15e under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our CEO and our CFO have concluded that our disclosure controls and procedures are effective at the reasonable assurance level as of December 31, 2024.
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Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on their evaluation, as of December 31, 2024, our management concluded that our internal control over financial reporting was effective based on these criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
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.
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.
ITEM 9B. OTHER INFORMATION.
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 .
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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.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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.
ITEM 11. EXECUTIVE COMPENSATION.
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS.
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
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.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements
The financial statements filed as part of this Annual Report on Form 10-K are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
Financial statement schedules have been omitted in this Annual Report on Form 10-K because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or related notes thereto.
(3) Exhibits
The following is a list of exhibits filed with this Annual Report on Form 10-K incorporated herein by reference (numbered in accordance with Item 601 of Regulation S-K).
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Exhibit Index
Incorporated by Reference
Exhibit
Number Exhibit Title Form File No. Exhibit Filing Date Provided Herewith
3.1 Amended and Restated Certificate of Incorporation of the Registrant, as amended.
10-Q
001-37918
3.1 August 1, 2024
3.2 Amended and Restated Bylaws of the Registrant (as amended and restated on November 10, 2023).
8-K 001-37918 3.1 November 16, 2023
4.1 Specimen Common Stock Certificate of the Registrant.
S-1 333-213773 4.1 September 23, 2016
4.2 Amended and Restated Investors’ Rights Agreement dated May 16, 2014 by and among the Registrant and certain stockholders.
S-1/A 333-213773 4.2 October 7, 2016
4.3 Description of the Registrant's securities registered pursuant to Section 12 of the Exchange Act.
10-K 001-37918 4.3 March 2, 2020
4.4
Indenture dated March 7, 2024 between iRhythm Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee (including the form 1.50% Convertible Senior Notes due 2029)
8-K
001-37918
4.1 March 8, 2024
10.1
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.
8-K 001-37918 10.1 October 29, 2018
10.2
First Amendment to Third Amended and Restated Loan and Security Agreement between the Registrant and Silicon Valley Bank.
10-K 001-37918 4.4 March 2, 2020
10.3
Second Amendment to the Third Amended and Restated Loan and Security Agreement dated March 28, 2022, by and between the Registrant and Silicon Valley Bank.
8-K
001-37918
10.1 March 29, 2022
10.4
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-K
001-37918
10.8 February 22, 2024
10.5
Office Lease dated October 4, 2018 between the Registrant and Big Dog Holdings LLC.
10-K 001-37918 10.35 March 4, 2019
10.6
First Amendment to Office Lease dated May 31, 2019 between the Registrant and Big Dog Holdings LLC.
10-K
001-37918
10.10 February 22, 2024
10.7
Multi-Tenant Office/Industrial Lease by and between iRhythm Technologies, Inc. and Katella/Holder Street LLC dated March 18, 2021.
10-Q 001-37918 10.42 May 10, 2021
10.8 Credit, Security and Guaranty Agreement, dated January 3, 2024, by and among the Company, Braidwell Transaction Holdings LLC – Series 5 and Wilmington Trust, National Association.
8-K
001-37918
10.1 January 8, 2024
10.9+
2016 Equity Incentive Plan and related form agreements, as amended November 7, 2024
8-K
001-37918
10.1 November 11, 2024
10.10+
2016 Employee Stock Purchase Plan, as amended February 26, 2019, and related form agreements.
10-Q 001-37918 10.1 December 23, 2019
10.11+
Executive Incentive Compensation Plan.
S-1/A 333-213773 10.5 October 7, 2016
10.12+
Form of Indemnification Agreement for directors and executive officers.
S-1 333-213773 10.1 September 23, 2016
10.13+
Executive Change in Control and Severance Policy , as a mended.
10-K
001-37918
10.2 February 22, 2024
10.14+
Form of Change of Control and Severance Agreement.
10-Q 001-37918 10.29 November 14, 2017
10.15+
Offer Letter, dated September 8, 2021, by and between the Registrant and Quentin S. Blackford.
8-K 001-37918 10.1 September 13, 2021
10.16+
Offer Letter, dated November 15, 2021, by and between the Registrant and Patrick Murphy.
10-K
001-37918
10.19 February 23, 2023
10.17+
Offer Letter, dated April 24, 2022, by and between the Registrant and Minang Pravin Turakhia, MD.
10-K
001-37918
10.20 February 23, 2023
10.18+
Offer Letter, dated July 18,2022, by and between the Registrant and Chad Patterson.
10-K
001-37918
10.21 February 23, 2023
10.19+
Offer Letter, dated July 22, 2022, by and between the Registrant and Brice Bobzien.
10-K
001-37918
10.22 February 23, 2023
10.20+
S eparation Agreement and Cons ulting Agreement dated August 28, 2024 , by and betwe en Registra nt and Brice Bobzien
X
10.21+
Offer Letter dated June 28 , 2019, as amen ded August 1, 2024 , by and between the Registra nt and Daniel Wilson.
X
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10.22 ±
Technology License Agreement dated August 30, 2024 between Registrant and BioIntelliSense, Inc.
10-Q
001-37918
10.1 October 30, 2024
19.1
Insider Trading Policy
X
21.1 List of Subsidiaries of Registrant.
X
23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, San Jose, CA)
X
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.
X
31.2† Certification of Principal Financial 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.
X
32.1† Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
Compensation Recovery Policy
10-K 001-37918 97.1 February 22, 2024
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
________________________________________________________________________________________________
† The certification attached as 32.1 that accompanies this Annual Report on Form 10-K, is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of iRhythm Technologies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
+ Indicates management contract or compensatory plan.
± Confidential treatment has been requested for portions of this exhibit. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
ITEM 16. FORM 10-K SUMMARY.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.
iRhythm Technologies, Inc.
Date: February 20, 2025 By: /s/ Quentin S. Blackford
Quentin S. Blackford
President and Chief Executive Officer
(Principal Executive Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name Title Date
/s/ Quentin S. Blackford President, Chief Executive Officer and Director
(Principal Executive Officer)
February 20, 2025
Quentin S. Blackford
/s/ Daniel G. Wilson
Chief Financial Officer
(Principal Financial Officer) February 20, 2025
Daniel Wilson
/s/Marc Rosenbaum
Chief Accounting Officer
(Principal Accounting Officer)
February 20, 2025
Marc Rosenbaum
/s/ Abhijit Y. Talwalkar Director and Chairman of the Board February 20, 2025
Abhijit Y. Talwalkar
/s/ Bruce Bodaken
Director February 20, 2025
Bruce G. Bodaken
/s/ Ralph Snyderman
Director February 20, 2025
Ralph Snyderman M.D.
/s/ C. Noel Bairey Merz
Director February 20, 2025
C. Noel Bairey Merz, M.D.
/s/ Mark Rubash
Director February 20, 2025
Mark J. Rubash
/s/ Karen Ling Director February 20, 2025
Karen Ling
/s/ Brian Yoor
Director February 20, 2025
Brian Yoor
/s/ Mojdeh Poul
Director February 20, 2025
Mojdeh Poul
120