What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 68 added, 86 removed, 100 unchanged (61% of the section changed)

21 unchanged sentences

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.

During the three months ended December 31, 2025, the following Section 16 officers and directors adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act) intended to satisfy the affirmative defense of Rule 10b5- 1(c):

Name Title Action Action Date Aggregate Number of Shares to be Sold

Expiration Date (1)

December 3, 2025 1,600 December 3, 2026

Bruce Bodaken

Director Adoption November 17, 2025 228 November 17, 2026

Chad Patterson

Chief Commercial and Product Officer

Adoption December 3, 2025 67,993 (2)

December 3, 2026

Marc Rosenbaum

SVP, Chief Accounting Officer

November 25, 2025 1,174 November 25, 2026

Executive Vice President, Business Operations

November 19, 2025 18,039 (3)

November 19, 2026

(1) Each trading arrangement permitted or permits transactions through and including the date listed in the table.

(2) The aggregate number of shares of common stock that will be available for sale under the Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of certain restricted stock unit and performance stock unit awards subject to the Rule 10b5-1 Plan.

As such, for purposes of this disclosure, the aggregate number of shares of common stock available for sale includes 55,378 shares, assuming certain escalating minimum threshold prices specified in the Role 10b5-1 Plan are met, which reflects the aggregate maximum number of shares underlying such awards without excluding the shares that will be sold to satisfy the tax withholding obligations.

(3) The aggregate number of shares of common stock that will be available for sale under the Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of certain restricted stock unit and performance stock unit awards subject to the Rule 10b5-1 Plan.

As such, for purposes of this disclosure, the aggregate number of shares of common stock available for sale includes 15,799 shares, assuming certain escalating minimum threshold prices specified in the Role 10b5-1 Plan are met, which reflects the aggregate maximum number of shares underlying such awards without excluding the shares that will be sold to satisfy the tax withholding obligations.

Each of the Rule 10b5-1 trading arrangements disclosed in the above table was made in accordance with our insider trading policy, which requires a 90-day cooling off period before any transactions under the plan can be executed.

Transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.

During the three months ended December 31, 2025, except as set forth above, none of our Section 16 officers or directors adopted, modified, or terminated a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act) .

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

2 unchanged sentences

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 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025, 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.

18 unchanged sentences

Exhibit Filing Date Provided Herewith

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).

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

3.1 Amended and Restated Certificate of Incorporation of the Registra nt dated January 12, 202 6.

001-37918 3.1 January 12, 2026

3.2 Amended and Restated Bylaws of the Registrant dated January 12, 2026 .

001-37918 3.2 January 12, 2026

4.1 Description of the Registrant's securities registered pursuant to Section 12 of the Exchange Act.

10-K 001-37918 4.3 March 2, 2020

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.

8-K 001-37918 10.1 October 29, 2018

First Amendment to Third Amended and Restated Loan and Security Agreement between the Registrant and Silicon Valley Bank.

001-37918 4.1 January 12, 2026

4.2 Indenture dated March 7, 2024 between the Registra nt and U.S.

Bank Trust Company, N A , as trustee (including the form 1.50% Convertible Senior Notes due 2029) .

8-K 001-37918 4.1 March 8, 2024

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.

10.1 March 29, 2022

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

4.3 First Supplemental Indenture dated January 12, 2026 between iRhythm Technologies, Inc., iRhythm Holdings, Inc.

as Guarantor, and U.S.

Bank Trust Company, NA, as trustee.

001-37918 4.2 January 12, 2026

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

1 unchanged sentence

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

10.10 February 22, 2024

10-K 001-37918 10.10 February 22, 2024

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

1 unchanged sentence

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.

10.1 January 8, 2024

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.

10-Q 001-37918 10.1 December 23, 2019

Executive Incentive Compensation Plan.

2016 Equity Incentive Plan , and related form agreements .

2016 Employee Stock Purchase Plan.

2006 Equity Incentive Plan, and related form agreements

10.7+ Executive Incentive Compensation Plan of the Re gistrant.

S-1/A 333-213773 10.5 October 7, 2016

Form of Indemnification Agreement for directors and executive officers.

S-1 333-213773 10.1 September 23, 2016

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

10.2 February 22, 2024

Form of Change of Control and Severance Agreement.

10-Q 001-37918 10.29 November 14, 2017

10.9+ Amended and Restated Executive Change in Control and Severance Policy of the Registration.

10.10+ Offer Letter, dated September 8, 2021, by and between the Registrant and Quentin S.

1 unchanged sentence

10.11+ Offer Letter, dated November 15, 2021, by and between the Registrant and Patrick Murphy.

10.19 February 23, 2023

10-K 001-37918 10.19 February 23, 2023

10.12+ Offer Letter, dated April 24, 2022, by and between the Registrant and Minang Pravin Turakhia, MD.

10.20 February 23, 2023

10-K 001-37918 10.20 February 23, 2023

10.13+ Offer Letter, dated July 18,2022, by and between the Registrant and Chad Patterson.

10.21 February 23, 2023

Offer Letter, dated July 22, 2022, by and between the Registrant and Brice Bobzien.

10.22 February 23, 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.

10-K 001-37918 10.21 February 23, 2023

10.14+ Offer Letter dated June 28, 2019, as amended August 1, 2024, by and between the Registrant and Daniel Wilson.

10-K 001-37918 10.2 February 20, 2025

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

10-Q 001-37918 10.1 October 30, 2024

10.16 Assignment and Assumption Agreement dated January 12, 2026 between iRhythm Holdings, Inc.

and iRhythm Technologies Inc.

001-37918 10.1 January 12, 2026

Insider Trading Policy of the Registrant.

21.1 List of Subsidiaries of the Registrant.

Subsidiary Issuers of Guaranteed Securities.

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

3 unchanged sentences

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

Compensation Recovery Policy

10-K 001-37918 97.1 February 22, 2024

Compensation Recovery Policy of the Registrant.

101.INS Inline XBRL Instance Document

5 unchanged sentences

________________________________________________________________________________________________

† 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.

± 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.

* These exhibits are being filed to reflect the assumption of these agreements and documents by the Registrant following the Holding Company Transaction.

FORM 10-K SUMMARY.

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.

iRhythm Holdings, Inc.

February 19, 2026 By:

6 unchanged sentences

Blackford President, Chief Executive Officer and Director

(Principal Executive Officer)

February 20, 2025

/s/ Daniel G.

(Principal Executive Officer) February 19, 2026

/s/ Daniel Wilson

Chief Financial Officer

3 unchanged sentences

Chief Accounting Officer

(Principal Accounting Officer)

February 20, 2025

(Principal Accounting Officer) February 19, 2026

Marc Rosenbaum

1 unchanged sentence

Talwalkar Director and Chairman of the Board February 19, 2026

/s/ Bruce Bodaken

Director February 19, 2026

/s/ Ralph Snyderman

Director February 20, 2025

Ralph Snyderman M.D.

/s/ Brian Yoor Director February 19, 2026

Noel Bairey Merz

1 unchanged sentence

Noel Bairey Merz, M.D.

/s/ Mark Rubash

/s/ Karen Ling

Director February 19, 2026

/s/ Karen Ling Director February 20, 2025

/s/ Brian Yoor

/s/ Karen McGinnis

Director February 19, 2026

/s/ Mojdeh Poul

Karen McGinnis

/s/ Kevin O'Boyle

Director February 19, 2026

Kevin O'Boyle

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