iRhythm Holdings, Inc 8-K, filed Nov 12, 2026
iRhythm Holdings, Inc. (IRTC)
About this 8-K
iRhythm Holdings, Inc filed this 8-K on November 12, 2026, reporting on events of November 10, 2026.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Washington, D.C. 20549
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CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On November 11, 2026, iRhythm Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing the share repurchase program described under Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On November 10, 2026, the board of directors of the Company approved a share repurchase program with authorization to purchase up to $200.0 million of the Company’s outstanding common stock.
Repurchases under the program may be made in the open market, in privately negotiated transactions, through accelerated share repurchase transactions or by other methods, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal and state securities laws, including within the pricing and volume conditions of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to repurchase any particular dollar amount or number of shares of common stock and may be modified, suspended or terminated at any time at the discretion of its board of directors. The Company expects to fund repurchases with existing cash and cash equivalents and ongoing cash from operations.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the amount, timing, methods and sources of funding of repurchases under the share repurchase program and the structure of such repurchases. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual events or results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to, risks relating to the fact that common stock repurchases may not be conducted in the timeframe or in the manner the Company expects, or at all, and the important factors discussed under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2026, and the Company’s other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Current Report on Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause its views to change.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press release issued by iRhythm Holdings, Inc., dated November 11, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements 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 hereunto duly authorized.
| IRHYTHM HOLDINGS, INC. | ||
| Date: November 12, 2026 | By: | /s/ Daniel Wilson |
| Daniel Wilson | ||
| Chief Financial Officer | ||
Exhibit 99.1
iRhythm Announces Approval of $200 Million Share Repurchase Program
SAN FRANCISCO, November 11, 2026 - iRhythm Holdings, Inc. (Nasdaq: IRTC), a leading digital health care company with a mission to create trusted solutions that detect, predict, and prevent disease, today announced that on November 10, 2026, its Board of Directors approved a share repurchase program with authorization to purchase up to $200 million of the company’s outstanding common stock.
The approval reflects iRhythm’s confidence in the continued strength of its core business, as well as its significant new growth opportunities from the addition of the recently acquired VitalConnect business.
Repurchases under the program may be made in the open market, in privately negotiated transactions, through accelerated share repurchase transactions or by other methods, with the amount and timing of repurchases to be determined at the company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal and state securities laws, including within the pricing and volume conditions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the company to repurchase any particular dollar amount or number of shares of common stock and may be modified, suspended or terminated at any time at the discretion of its Board of Directors.
The company expects to fund repurchases with existing cash and cash equivalents and ongoing cash from operations.
About iRhythm Holdings, Inc.
iRhythm is a leading digital health care company with a mission to create trusted solutions that detect, predict, and prevent disease. Combining wearable biosensors and cloud-based data analytics with powerful proprietary algorithms, iRhythm distills data from millions of heartbeats into clinically actionable information. Through a relentless focus on patient care, iRhythm's vision is to deliver better data, better insights, and better health for all. For more information, visit www.irhythmtech.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘target’ and other words and terms of similar meaning in connection with any discussion of future actions or operating or financial performance. In particular, these statements include, without limitation, statements regarding the amount, timing, methods and sources of funding of repurchases under the share repurchase program and the structure of such repurchases, as well as statements regarding the continued strength of our core business and growth opportunities from the VitalConnect acquisition. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include, but are not limited to: risks relating to the fact that common stock repurchases may not be conducted in the timeframe or in the manner we expect, or at all; risks relating to our ability to successfully integrate the VitalConnect business and realize the anticipated benefits of the acquisition; intense competition in the markets we compete in; fluctuations in our operating results; future reimbursement and regulatory conditions; financial market conditions; the execution and effect of our business strategy; future business decisions made by us and our competitors; and additional risks described in the section entitled “Risk Factors” and elsewhere in our filings made with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed on November 5, 2026. These forward-looking statements speak only as of the date of this press release and should not be unduly relied upon. We undertake no obligation to update them except as required by law.
Investor Contact
Francis Pruell
investors@irhythmtech.com
Media Contact
Kassandra Perry
mediarelations@irhythmtech.com