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, 2025.
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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, 2025, 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, 2025, 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, 2025 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, 2025 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
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)
Brian Yoor
Director
Adoption
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
Modification
November 25, 2025 1,174 November 25, 2026
Mervin Smith
Executive Vice President, Business Operations
Adoption
November 19, 2025 18,039 (3)
November 19, 2026
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(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) .
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 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.
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 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025.
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 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025.
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 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025.
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 2026 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2025.
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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 Registra nt dated January 12, 202 6.
8-K12B
001-37918 3.1 January 12, 2026
3.2 Amended and Restated Bylaws of the Registrant dated January 12, 2026 .
8-K12B
001-37918 3.2 January 12, 2026
4.1 Description of the Registrant's securities registered pursuant to Section 12 of the Exchange Act.
8-K12B
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
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.
8-K12B
001-37918 4.2 January 12, 2026
10.1 Office Lease dated October 4, 2018 between the Registrant and Big Dog Holdings LLC.
10-K 001-37918 10.35 March 4, 2019
10.2 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
10.3 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
10.4+*
2016 Equity Incentive Plan , and related form agreements .
X
10.5+*
2016 Employee Stock Purchase Plan.
X
10.6+*
2006 Equity Incentive Plan, and related form agreements
X
10.7+ Executive Incentive Compensation Plan of the Re gistrant.
S-1/A 333-213773 10.5 October 7, 2016
10.8+*
Form of Indemnification Agreement for directors and executive officers.
X
10.9+ Amended and Restated Executive Change in Control and Severance Policy of the Registration.
X
10.10+ Offer Letter, dated September 8, 2021, by and between the Registrant and Quentin S. Blackford.
8-K 001-37918 10.1 September 13, 2021
10.11+ Offer Letter, dated November 15, 2021, by and between the Registrant and Patrick Murphy.
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-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-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
10.15 ±
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.
8-K12B
001-37918 10.1 January 12, 2026
19.1 *
Insider Trading Policy of the Registrant.
X
21.1 List of Subsidiaries of the Registrant.
X
22.1
Subsidiary Issuers of Guaranteed Securities.
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 of the Registrant.
X
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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 Holdings, 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.
* These exhibits are being filed to reflect the assumption of these agreements and documents by the Registrant following the Holding Company Transaction.
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 Holdings, Inc.
Date: February 19, 2026 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 19, 2026
Quentin S. Blackford
/s/ Daniel Wilson
Chief Financial Officer
(Principal Financial Officer) February 19, 2026
Daniel Wilson
/s/ Marc Rosenbaum
Chief Accounting Officer
(Principal Accounting Officer) February 19, 2026
Marc Rosenbaum
/s/ Abhijit Y. Talwalkar Director and Chairman of the Board February 19, 2026
Abhijit Y. Talwalkar
/s/ Bruce G. Bodaken
Director February 19, 2026
Bruce G. Bodaken
/s/ Brian Yoor Director February 19, 2026
Brian Yoor
/s/ C. Noel Bairey Merz
Director February 19, 2026
C. Noel Bairey Merz, M.D.
/s/ Karen Ling
Director February 19, 2026
Karen Ling
/s/ Karen McGinnis
Director February 19, 2026
Karen McGinnis
/s/ Kevin O'Boyle
Director February 19, 2026
Kevin O'Boyle
130