iRhythm Technologies Inc.
06/05/2026 | Press release | Distributed by Public on 06/05/2026 05:47
Regulation FD Disclosure (Form 8-K)
Item 7.01. Regulation FD Disclosure.
On June 3, 2026, iRhythm Technologies, Inc. ("iRhythm Tech"), a wholly owned subsidiary of iRhythm Holdings, Inc. (the "Company"), entered into a binding Stipulation and Agreement of Settlement (the "Settlement Agreement") to fully resolve the previously-disclosed putative class action securities litigation, Glazing Employers and Glaziers' Union Local #27 Pension and Retirement Fund, on behalf of itself and all others similarly situated, v. iRhythm Technologies, Inc., Case No. 3:24-cv-706-JSC, pending against iRhythm Tech and Quentin Blackford, iRhythm Tech's Chief Executive Officer and President (collectively, the "Defendants") in the United States District Court for the Northern District of California (the "Action"). The Settlement Agreement does not resolve the previously-disclosed stockholder derivative lawsuits brought by stockholders on behalf of iRhythm Tech.
The Settlement Agreement provides for a settlement payment of $45 million (inclusive of lead plaintiff's attorneys' fees and litigation expenses) in exchange for the complete dismissal with prejudice of the Action and a release of all claims against the Defendants in connection with the Action, without any admission of fault, liability, wrongdoing or damages by the Defendants. The Company expects that a majority of the settlement payment will be covered by iRhythm Tech's insurers under the applicable directors and officers insurance policies, after which there will be no amounts remaining available to iRhythm Tech under the policies applicable to this matter. The Defendants have entered into the Settlement Agreement to eliminate the uncertainty, burden, and expense of further protracted litigation. The Company excludes certain non-recurring items, including litigation-related charges where applicable, from its non-GAAP financial measures. Accordingly, the Company does not expect the Settlement Agreement to impact adjusted EBITDA, adjusted net income (loss), or adjusted operating expenses.
The proposed settlement is subject to court approval. The lead plaintiff has filed a motion for preliminary approval of the Settlement Agreement by the District Court.
The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("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.
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