IRTC on Nasdaq

iRhythm Holdings, Inc.

IRhythm Holdings, Inc. is a surgical and medical instruments and apparatus company, listed on Nasdaq (IRTC).1 It is headquartered in San Francisco, California.1

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Last updated Oct 21, 2026.

Overview

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  • TickerIRTC on Nasdaq1
  • IndustrySurgical & Medical Instruments & Apparatus1
  • HeadquartersSan Francisco, California1
  • Business address699 8Th Street, Suite 600, San Francisco, Ca 941032
  • Filer categoryLarge accelerated filer2

Each iRhythm product offering combines a wire-free, patch-based, 14-day wearable biosensor (United States Food and Drug Administration (“FDA”)-cleared, Conformité Européenne (“CE”)-marked and Japan Pharmaceuticals and Medical Devices Agency ("PMDA")-approved, as applicable) that continuously records electrocardiogram ("ECG") data with a proprietary cloud-based data analytic software (also FDA-cleared, CE-marked and Japan PMDA-approved, as applicable) (such biosensor and software together, an "iRhythm ACM System") to help physicians monitor patients and diagnose arrhythmias.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

70.6%Gross margin4
-7.7%Operating margin4
-6.0%Net margin4
26.2%Revenue growth, 20254
-29.2%Return on equity4
$34.5MFree cash flow4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Commercial Payors brought in 52% of the revenue iRhythm Holdings, Inc. broke down this way in fiscal 2025.

  1. Commercial Payors$392.2M452%up 26% from 2024
  2. Centers For Medicare And Medicaid$179.3M424%up 26% from 2024
  3. Healthcare Institutions$125.6M417%up 32% from 2024
  4. Non-contracted Third-party Payors$49.9M47%up 17% from 2024
Products and services by year
Products and services202320242025
Commercial Payors$267.2M$311.6M$392.2M
Centers For Medicare And Medicaid$122.4M$142.4M$179.3M
Healthcare Institutions$71.0M$95.1M$125.6M
Non-contracted Third-party Payors$32.1M$42.7M$49.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue29¢$219.9M
  • Selling, general and admin66¢$492.6M
  • Other costs5¢$33.7M
  • Income tax0¢$953.0K

Out of $747.1M in revenue.4 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending57¢$46.3M
  • Kept or used elsewhere43¢$34.5M

Out of $80.9M of cash from operations.4

Financial statements

Revenue56784$747.1M in 2025+248% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $214.6M$214.6M20192020: $265.2M$265.2M2020+24%2021: $322.8M$322.8M2021+22%2022: $410.9M$410.9M2022+27%2023: $492.7M$492.7M2023+20%2024: $591.8M$591.8M2024+20%2025: $747.1M$747.1M2025+26%
Gross profit56784$527.2M in 2025+225% since 2019
0$200.0M$400.0M$600.0M2019: $162.1M$162.1M20192020: $194.9M$194.9M2020+20%2021: $213.6M$213.6M2021+10%2022: $281.6M$281.6M2022+32%2023: $331.8M$331.8M2023+18%2024: $407.5M$407.5M2024+23%2025: $527.2M$527.2M2025+29%
Operating income56784-$57.4M in 2025+5% since 2019
-$150.0M-$100.0M-$50.0M02019: -$54.8M-$54.8M20192020: -$43.7M-$43.7M2020−20%2021: -$99.9M-$99.9M2021+129%2022: -$113.8M-$113.8M2022+14%2023: -$125.2M-$125.2M2023+10%2024: -$115.5M-$115.5M2024−8%2025: -$57.4M-$57.4M2025−50%
Net income56784-$44.6M in 2025−18% since 2019
-$150.0M-$100.0M-$50.0M02019: -$54.6M-$54.6M20192020: -$43.8M-$43.8M2020−20%2021: -$101.4M-$101.4M2021+131%2022: -$116.2M-$116.2M2022+15%2023: -$123.4M-$123.4M2023+6%2024: -$113.3M-$113.3M2024−8%2025: -$44.6M-$44.6M2025−61%

Every line of the income statement as filed: the last 3 fiscal years, latest first.4

Period ending2025-12-312024-12-312023-12-31
Revenue, net$747.1M$591.8M$492.7M
Cost of revenue$219.9M$184.3M$160.9M
Gross profit$527.2M$407.5M$331.8M
Research and development$84.6M$71.5M$60.2M
Acquired in-process research and development$3.0M$32.4M$0
Selling, general and administrative$492.6M$418.6M$385.6M
Impairment charges$4.5M$641.0K$11.1M
Total operating expenses$584.7M$523.0M$457.0M
Loss from operations-$57.4M-$115.5M-$125.2M
Interest income$21.5M$21.9M$6.4M
Interest expense-$13.2M-$12.8M-$3.6M
Loss on extinguishment of debt$0-$7.6M$0
Other income (expense), net$5.4M$1.3M-$198.0K
Total interest and other income (expense), net$13.8M$2.8M$2.5M
Loss before income taxes-$43.6M-$112.7M-$122.7M
Income tax provision$953.0K$565.0K$750.0K
Net loss-$44.6M-$113.3M-$123.4M
Net loss per common share, basic (in USD per share)-$1.39-$3.63-$4.04
Net loss per common share, diluted (in USD per share)-$1.39-$3.63-$4.04
Weighted-average shares, basic (in shares)32.0M shares31.2M shares30.5M shares
Weighted-average shares, diluted (in shares)32.0M shares31.2M shares30.5M shares

Compare iRhythm Holdings, Inc. with another company

Corporate structure

iRhythm Holdings, Inc. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of iRhythm Holdings, Inc.

  • iRhythm Holdings, Inc. San Francisco, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What iRhythm Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$242.8M4 Dec 31, 2025$196.3M4 Dec 31, 2024+23.7%
Accumulated depreciation$91.2M4 Dec 31, 2025$71.2M4 Dec 31, 2024+28.0%
Property and equipment, net$151.6M4 Dec 31, 2025$125.1M4 Dec 31, 2024+21.2%
Operating-lease assets (leased space)$41.8M4 Dec 31, 2025$47.6M4 Dec 31, 2024−12.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$236.0M4 Dec 31, 2025$419.6M4 Dec 31, 2024−43.8%
Marketable securities, current$347.8M4 Dec 31, 2025$116.0M4 Dec 31, 2024+199.9%
Debt securities available for sale$490.2M4 Dec 31, 2025$317.2M4 Dec 31, 2024+54.5%
Stakes in other companies (equity method)$3.8M4 Dec 31, 2025$3.5M4 Dec 31, 2024+10.1%
Long-term investments$69.9M4 Dec 31, 2025$61.9M4 Dec 31, 2024+12.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$862.0K4 Dec 31, 2025$862.0K4 Dec 31, 20240%

Inventory

ItemLatestA year beforeChange
Inventory, total$21.6M4 Dec 31, 2025$14.0M4 Dec 31, 2024+54.1%
Finished goods$11.0M4 Dec 31, 2025$8.2M4 Dec 31, 2024+34.4%

Properties, in its own words

The following table summarizes the facilities leased as of December 31, 2025, including the location and size of each principal facility and their designated use. We believe that these facilities are sufficient to meet our current and anticipated future needs.

Location · Primary Use · Approximate Square Footage · Lease Expiration Year

The rest of Item 2

San Francisco, California · Corporate Headquarters and Clinical Center · 117,600 · 2031

Cypress, California · Corporate Office and Manufacturing Facilities · 68,900 · 2032

Deerfield, Illinois · Corporate Office and Clinical Center · 44,600 · 2033

Manila, Philippines · Corporate Office · 24,000 · 2028

Houston, Texas · Clinical Center · 20,300 · 2027

Solana Beach, California · Corporate Office · 16,800 · 2032

London, United Kingdom · Corporate Office and Clinical Center · 7,600 · 2029

Item 2 of the 10-K filed Feb 19, 2026.3

Leadership

Who has led iRhythm Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (31)

Former names

  • IRhythm Technologies, Inc.Oct 24, 2011 to Jan 12, 20262
  • IRhythm Technologies IncJan 26, 2007 to May 18, 20102

Timeline

  1. Oct 5, 20268-K Regulation FD disclosure50
  2. Sep 22, 20268-K Regulation FD disclosure51
  3. Aug 13, 20268-K Executive or director change52
  4. Aug 6, 20268-K Entered a material agreement; Results of operations; Regulation FD disclosure53
  5. Aug 6, 20268-K Entered a material agreement; Unregistered sale of shares54
  6. Jun 15, 20268-K Cybersecurity incident55
  7. Jun 5, 20268-K Regulation FD disclosure56
  8. May 28, 20268-K Executive or director change; Shareholder vote57
  9. Apr 30, 20268-K Results of operations58
  10. Apr 1, 20268-K Change of auditor59
  11. Mar 12, 20268-K Executive or director change; Regulation FD disclosure60
  12. Feb 19, 20268-K Results of operations61
  13. Oct 5, 2021New chief executive Quentin S. Blackford becomes CEO14
  14. Jul 7, 2021New chief executive Douglas Devine becomes CEO13
  15. Jan 15, 2021New chief executive Michael J. Coyle becomes CEO12
  16. Oct 19, 2016New chief executive Kevin M. King becomes CEO15

Calendar

Coming up

  1. Nov 5, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.06) a share, on Oct 30, 2025.62

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results53
  2. Apr 30, 2026Reported quarterly or annual results58
  3. Feb 19, 2026Reported quarterly or annual results61
  4. Oct 30, 2025Reported quarterly or annual results63
  5. Jul 31, 2025Reported quarterly or annual results64
  6. Feb 20, 2025Reported quarterly or annual results65
  7. Oct 30, 2024Reported quarterly or annual results66
  8. Aug 1, 2024Reported quarterly or annual results67

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

421 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 61 major events, 252 insider forms, 35 large holders, 52 other. The latest 20:

  1. Oct 13, 2026SCHEDULE 13G/A EDGAR
  2. Oct 5, 20268-K EDGAR
  3. Sep 22, 20268-K EDGAR
  4. Sep 3, 20264 EDGAR
  5. Aug 14, 2026SCHEDULE 13G/A EDGAR
  6. Aug 13, 20268-K EDGAR
  7. Aug 13, 2026SCHEDULE 13G EDGAR
  8. Aug 11, 20264 EDGAR
  9. Aug 11, 20264 EDGAR
  10. Aug 11, 20264 EDGAR
  11. Aug 11, 20264 EDGAR
  12. Aug 11, 20264 EDGAR
  13. Aug 6, 202610-Q EDGAR
  14. Aug 6, 20268-K EDGAR
  15. Aug 6, 20268-K EDGAR
  16. Aug 4, 20264 EDGAR
  17. Aug 4, 20264 EDGAR
  18. Aug 4, 20264 EDGAR
  19. Jul 6, 20264 EDGAR
  20. Jul 6, 20264 EDGAR

The 421 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

130 open-market trades by officers, directors and large owners since October 2021: 4 buys and 126 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 2, 2026Wilson Daniel G.Chief Financial OfficerSale773$121.83$94.2KForm 4
Aug 10, 2026Turakhia MinangCHIEF MED/SCI OFCR EVP ADVTECHSale7,093$124.65$884.1KForm 4
Aug 10, 2026Shrishrimal SumiEVP, Chief Risk OfficerSale5,372$124.65$669.6KForm 4
Aug 10, 2026Patterson ChadCHIEF COMM & PRODUCT OFFICERSale7,093$124.65$884.1KForm 4
Aug 10, 2026Murphy Patrick MichaelCBO and CLOSale7,093$124.65$884.1KForm 4
Aug 10, 2026Blackford Quentin S.President and CEOSale26,859$124.65$3.3MForm 4
Aug 3, 2026Rodda JulianneEVP, CHIEF PEOPLE OFFICERSale2,112$122.12$257.9KForm 4
Aug 3, 2026Smith MervinEVP Strategic Business OpsSale617$122.12$75.3KForm 4
Aug 3, 2026Patterson ChadCHIEF COMM & PRODUCT OFFICERSale2,712$122.12$331.2KForm 4
Jul 2, 2026Freeman Sean ClintonEVP, Strategy & Corp DevtSale918$124.71$114.5KForm 4
Jul 2, 2026Turakhia MinangCHIEF MED/SCI OFCR EVP ADVTECHSale1,423$124.71$177.5KForm 4
Jun 2, 2026Rosenbaum Marc WadeChief Accounting OfficerSale729$108.19$78.9KForm 4
Jun 2, 2026Shrishrimal SumiEVP, Chief Risk OfficerSale1,716$108.19$185.7KForm 4
May 11, 2026TALWALKAR ABHIJIT YDirectorBuy5,312$10.71$56.9KForm 4
May 11, 2026TALWALKAR ABHIJIT YDirectorSale5,312$117.93$626.4KForm 4
May 4, 2026Lawrence Brian LeeChief Technology OfficerSale1,014$120.80$122.5KForm 4
Mar 16, 2026Smith MervinEVP Strategic Business OpsSale2,585$114.30$295.5KForm 4
Mar 2, 2026Smith MervinEVP Strategic Business OpsSale1,352$128.44$173.7KForm 4
Mar 2, 2026Turakhia MinangCHIEF MED/SCI OFCR EVP ADVTECHSale4,027$128.45$517.3KForm 4
Mar 2, 2026Rosenbaum Marc WadeChief Accounting OfficerSale816$128.45$104.8KForm 4

All 130 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Quentin Blackford; President and Chief Executive Officer$700.0K$11.0M80
2025Chad Patterson; Chief Commercial Officer$496.0K$4.1M80
2025Minang (Mintu) TurakhiaM.D., M.S.; Chief Medical and Scientific Officer, and EVP, Advanced Technologies52$478.6K$3.6M80
2025Patrick Murphy; Chief Business Officer and Chief Legal Officer$468.6K$3.1M80
2025Daniel Wilson; Chief Financial Officer5$446.2K$3.0M80
2024Quentin Blackford; President and Chief Executive Officer$744.1K$9.3M80
2024Chad Patterson; Chief Commercial Officer$516.8K$3.6M80
2024Minang (Mintu) TurakhiaM.D., M.S.; Chief Medical and Scientific Officer, and EVP, Advanced Technologies52$508.5K$3.3M80
2024Patrick Murphy; Chief Business Officer and Chief Legal Officer$513.1K$3.0M80
2024Daniel Wilson; Chief Financial Officer5$455.7K$2.5M80
2023Quentin Blackford; President and Chief Executive Officer$677.5K$16.6M80
2023Chad Patterson; Chief Commercial Officer$461.1K$5.8M80
2023Patrick Murphy; Chief Business Officer and Chief Legal Officer$457.3K$5.3M80
2023Minang (Mintu) TurakhiaM.D., M.S.; Chief Medical and Scientific Officer, and EVP, Advanced Technologies52$442.2K$5.3M80

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.2,985,667$355.1M0.0%+244,162
Rtw Investments, LP2,182,631$259.6M2.2%+514,131
Vanguard Portfolio Management LLC1,913,976$227.7M0.0%+117,604
Artisan Partners Limited Partnership1,660,307$197.5M0.3%+209,400
Vanguard Capital Management LLC1,463,211$174.0M0.0%+17,501
Millennium Management LLC1,406,454$167.3M0.1%−201,560
Fmr LLC1,191,982$141.8M0.0%−169,937
UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC944,517$112.4M0.0%−102,935
Geode Capital Management, LLC881,899$104.9M0.0%+64,789
Eventide Asset Management, LLC880,338$104.7M1.4%+119,513
BNP PARIBAS ASSET MANAGEMENT Holding S.A.866,528$103.1M0.1%+104,466
State Street Corp856,517$101.9M0.0%+68,215
Holocene Advisors, LP783,636$93.2M0.2%−465,022
Jpmorgan Chase & Co766,216$90.9M0.0%+51,320
Stephens Investment Management Group LLC693,437$82.5M0.9%+131,907
Fuller & Thaler Asset Management, Inc.685,496$81.5M0.2%+10,798
Braidwell LP654,262$77.8M3.0%+44,070
D. E. Shaw & Co., Inc.629,686$74.9M0.0%+75,420
Manufacturers Life Insurance Company, The561,251$66.8M0.1%+170,674
Blair William & Co/il524,690$62.4M0.2%−103,695
Bank Of America Corp /de/465,719$55.4M0.0%+33,180
Polar Capital Holdings Plc458,089$54.5M0.2%+36,477
Arrowstreet Capital, Limited Partnership450,865$53.6M0.0%−132,014
Schroder Investment Management Group448,259$53.1M0.0%+200,513
Goldman Sachs Group Inc362,346$43.1M0.0%+13,783

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Jun 24, 2019Donna Shalala, HouseSale$1,001 - $15,000+122.9%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How iRhythm Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARiRhythm Holdings, Inc.1
  • CIK0001388658
  • Employer ID (EIN)41-34212873
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)3841 Surgical & Medical Instruments & Apparatus1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address699 8Th Street, Suite 600, San Francisco, CA 941031
  • Phone415-632-57001
  • Shares outstanding32,963,003 as of Jul 30, 202610
  • Public float$4.9B as of Jun 30, 20253
  • AuditorPricewaterhouseCoopers LLP, San Jose, California PCAOB ID 238; it also attests to the company’s internal control over financial reporting3
  • On EDGAR sinceJan 26, 20071
  • Filings849 in all: 4 (420), 8-K (118), 3 (41), SC 13G/A (40), 10-Q (30), 144 (24), 4/A (24), SC 13G (16)1
    All 47 form types

    SCHEDULE 13G/A (11), 10-K (10), DEF 14A (10), CORRESP (8), S-8 (8), S-8 POS (8), SD (8), 3/A (6), D (6), UPLOAD (6), SCHEDULE 13G (5), DEFA14A (4), S-1/A (4), 8-K/A (3), D/A (3), 10-Q/A (2), 424B4 (2), 424B5 (2), ARS (2), CT ORDER (2), DRS/A (2), DRSLTR (2), EFFECT (2), PRE 14A (2), REGDEX (2), S-1 (2), S-1MEF (2), 10-K/A (1), 15-12G (1), 8-A12B (1), 8-K12B (1), CERTNAS (1), DEFR14A (1), DRS (1), NT 10-K (1), NT 10-Q (1), S-3ASR (1), SC 13D (1), SC 13D/A (1)

  • Latest filingsAnnual report (10-K) Feb 19, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 17, 2026
    Latest 8-K (8-K) Oct 5, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, Par Value $.001 Per ShareIRTCThe Nasdaq Stock Market

From the cover page of the 10-K filed Feb 19, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks iRhythm Holdings, Inc. names in Item 1A of its 10-K filed Feb 19, 2026: 53 risks under these headings, as written.3

  • Risks Related to Our Industry, Business and Operations
  • Reimbursement by Medicare is highly regulated and subject to change, and our failure to comply with applicable regulations, including regulations not designed for remote diagnostic tests like our iRhythm Services, could prevent us from receiving reimbursement under the Medicare program and some commercial payors, subject us to penalties, and adversely affect our reputation, business, and results of operations.
  • If reimbursement or other payment for our iRhythm Services is reduced or modified in the United States or in our international markets, including through cost containment measures or changes to policies with respect to coding, coverage, and pricing, our business could suffer.
  • If we are unable to expand the number of third-party commercial payors with which we contract or expand coverage for existing third-party commercial payors, our commercial success could be impacted.
  • Our revenue relies on our iRhythm Services, which are currently our only offerings. If our iRhythm Services or future service offerings fail to gain, or lose, market acceptance, our business will suffer.
  • The market for remote cardiac monitoring solutions is highly competitive. If our competitors are able to develop or market monitoring devices and services that are more effective, or gain greater acceptance in the marketplace, than any services and related devices we develop, our commercial opportunities will be reduced or eliminated.
  • Billing for our iRhythm Services is complex and highly regulated, and we must dedicate substantial time and resources to the billing process. Failure to comply with legal, regulatory, or contractual requirements applicable to our billing and collection activities could subject us to penalties, and adversely affect our reputation, business and results of operations.
  • Audits or denials of our claims by government agencies or payors could expose us to recoupment, regulatory scrutiny, and penalties.
  • Because of the patient populations for which our services are provided and the complexity of the healthcare environment in which we operate, a high degree of medical and clinical input may be necessary to evaluate complaints and adverse events, and in some cases, there may be disagreement over whether our services or the medical devices used in our services may have caused or contributed to an adverse event.
  • If we are unable to keep up with demand for our iRhythm Services, our revenue could be impaired, market acceptance for our iRhythm Services could be harmed, and physicians may instead order our competitors’ services.
  • We depend on third-party vendors for the supply and manufacture of certain components of our iRhythm ACM Systems, as well as for other aspects of our operations.
  • We have incorporated and continue to work to further incorporate AI into our products, services, and internal operations. Implementation of AI and machine learning technologies may result in legal and regulatory risks, reputational harm, or other adverse consequences to our business.
The other 42 risks
  • Our ability to compete depends on our ability to innovate successfully.
  • We have entered into in the past, and may explore or enter into in the future, development or collaboration agreements with third parties. These development and collaboration agreements may not result in the development of commercially viable devices or the generation of significant future revenues.
  • International expansion of our business exposes us to market, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.
  • Our success depends on our ability to attract and retain senior management and key personnel.
  • Our continued rapid growth could strain our personnel resources and infrastructure, and if we are unable to manage the anticipated growth of our business, our future revenue and operating results may be harmed.
  • Failure to receive the iRhythm ACM System patches used for the provision of the iRhythm Services we provide may result in a loss of capital as well as revenue where the receipt of returned devices and processing of data retrieved from returned devices is required to provide our iRhythm Services.
  • Our strategic plans include a high degree of focus on the marketing of our services for proactive monitoring of undiagnosed arrhythmias, such as Afib screening. There are risks that the clinical or payor community will not identify, adopt or accept selection criteria to identify patients suitable for proactive monitoring of undiagnosed arrhythmias.
  • We may face risks associated with acquisitions of companies, products, and technologies and our business could be harmed if we are unable to address these risks.
  • The success of our collaboration with BioIS and the extent to which we realize a return on investment in the technology licensed from BioIS is dependent on our achievement of certain regulatory milestones. If those milestones are not met, or if any resulting products do not gain acceptance in the marketplace, our business and operating results may be negatively impacted.
  • We are currently exploring opportunities to expand into the market of sleep apnea screening and diagnostics, which carries unique regulatory requirements and represents an ongoing area of focus for government enforcement. Commercialization of new products and services in the sleep testing space will require a significant investment of time and resources. If we are unable to successfully execute on these opportunities, it could have an adverse affect on our reputation, business, and results of operations.
  • Risks Related to Healthcare Regulatory Matters
  • Our use of third-party service providers or company resources located outside the United States to support certain customer care, clinical, and other operations of our IDTFs may present challenges, and if we are ineffective in limiting work performed by these service providers or company resources consistent with applicable regulations or our contractual agreements with commercial payors, we may be subject to penalties or experience loss of revenue.
  • If we fail to comply with medical device, healthcare, and other governmental regulations, we could face substantial penalties and our business, results of operations, and financial condition could be adversely affected.
  • Changes in applicable laws or regulations or the interpretation or enforcement policies of regulators governing our medical devices, IDTFs and iRhythm Services may constrain or require us to restructure our operations or adapt certain business strategies, which may harm our revenue and operating results.
  • Our business could be negatively impacted by changes in the United States political environment.
  • Our business relies on orders from licensed healthcare providers, and the continuing clinical acceptance and adoption of our iRhythm Services depends upon strong working relationships with healthcare providers, including physicians. These relationships, interactions, and arrangements are subject to a high degree of scrutiny by government regulators and enforcement bodies.
  • Our communications with healthcare stakeholders – physicians and other healthcare professionals, payors, and similar entities, as well as patients and lay caregivers – are subject to a high degree of scrutiny for compliance with a wide range of laws and regulations. Continuing or increasing our sales and marketing and other external communication efforts may expose us to additional risk of being alleged or deemed to be non-compliant by regulators, enforcement authorities, or competitors.
  • Changes in laws and regulations governing our communications with patients or the interpretation or enforcement policies of regulators could subject us to regulatory scrutiny, damage awards, or fines.
  • Risks Related to Financial and Accounting Matters
  • Our failure to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
  • Our financial results may fluctuate significantly from quarter-to-quarter and may not fully reflect the underlying performance of our business.
  • We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.
  • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability.
  • Risks Related to Other Legal and Regulatory Matters
  • We are subject to legal proceedings and government investigations that could adversely affect our business, financial condition, and results of operations.
  • Compliance with requirements of being a public company may strain our resources and divert management’s attention.
  • We could be subject to changes in our tax rates, new U.S. or international tax legislation, or additional tax liabilities.
  • We may be liable for contamination or other harm caused by materials that we handle, and changes in environmental regulations could cause us to incur additional expense.
  • Risks Related to Intellectual Property
  • We may be subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from shipping affected devices, require us to obtain licenses from third parties or to develop non-infringing alternatives, and subject us to substantial monetary damages and injunctive relief.
  • Our inability to adequately protect our intellectual property could allow our competitors and others to produce devices and offer services based on our technology, which could substantially impair our ability to compete.
  • Risks Related to Privacy and Security
  • Cyber-attacks aimed at accessing our devices and services, or related devices and services, and modifying or using them in a way inconsistent with our FDA marketing authorizations and regulatory certifications or approvals in the EU, Switzerland, Japan and the UK, could create risks to patients.
  • We are subject to complex and evolving U.S. and foreign laws and regulations and other requirements regarding privacy, data protection, security, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in customer growth or engagement, or otherwise harm our business.
  • Risks Related to Our Common Stock
  • If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.
  • Our stock price is highly volatile and investing in our stock involves a high degree of risk, which could result in substantial losses for investors.
  • Anti-takeover effects of our charter documents and Delaware law could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock.
  • We do not intend to pay dividends for the foreseeable future.
  • Risks Related to Our Debt
  • Our indebtedness could adversely affect our financial health and our ability to respond to changes in our business.
  • Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness.
  • The capped call transactions may affect the value of our common stock.
  • We are subject to counterparty risk with respect to the capped call transactions.
  • Conversion of the 2029 Notes will, to the extent we deliver shares upon conversion of such 2029 Notes, dilute the ownership interest of existing stockholders, including holders who had previously converted their 2029 Notes, or may otherwise depress our stock price.
  • The conditional conversion feature of the 2029 Notes, if triggered, may adversely affect our financial condition and operating results.
  • The accounting method for convertible debt securities that may be settled in cash, such as the 2029 Notes, could have a material effect on our reported financial results.
  • General Risk Factors
  • We may be impacted by domestic and global economic and political conditions, as well as natural disasters, severe weather, pandemics, and other catastrophic events, which could adversely affect our business, financial condition, or results of operations.
  • Environmental, social, and corporate governance (“ESG”) regulations, policies, and provisions may make our supply chain more complex and may adversely affect our relationships with customers.

Legal proceedings

From time to time, we are involved in claims and legal proceedings or investigations, that arise in the ordinary course of business. Such matters could have an adverse impact on our reputation, business, and financial condition and divert the attention of our management from the operation of our business. These matters are subject to many uncertainties and outcomes that are not predictable.

On February 6, 2024, a putative class action lawsuit was filed in the United States District Court for the Northern District of California alleging that our wholly-owned subsidiary, iRhythm Technologies, and our current Chief Executive Officer, Quentin Blackford, iRhythm Technologies' former Chief Financial Officer, Brice Bobzien, and its former Chief Financial Officer and former Chief Operating Officer, Douglas Devine violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, and seeks unspecified damages purportedly sustained by the class. On July 19, 2024, an amended complaint was filed, naming iRhythm Technologies, Mr. Blackford, Mr. Bobzien, Mr. Devine, our Chief Commercial and Product Officer Chad Patterson, iRhythm Technologies' former Chief Technology Officer Mark Day, and our Chief Medical Officer, Chief Scientific Officer, and Executive Vice President of Advanced Technologies, Mintu Turakhia, as defendants. On October 7, 2024, a second amended complaint was filed against the defendants to include events from the recent FDA inspections, but otherwise included the same claims under the Exchange Act. On December 10, 2024, the defendants filed a motion to dismiss. On June 3, 2025, the Court granted in part the defendants’ motion to dismiss, including the dismissal of all individual defendants except for Mr. Blackford. On November 3, 2025, the plaintiff filed a motion to certify the case as a class action, which the defendants later opposed by motion. Discovery is ongoing.

The opening of Item 3, Legal Proceedings.3

Sources

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