iRhythm Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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FY2025 · Filed Feb 19, 2026
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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).
| Exhibit Index | ||||||
|---|---|---|---|---|---|---|
| Incorporated by Reference | ||||||
| ExhibitNumber | Exhibit Title | Form | File No. | Exhibit | Filing Date | Provided Herewith |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant dated January 12, 2026. | 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 Registrant and U.S. Bank Trust Company, NA, 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 Registrant. | 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 | ||||
| 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.
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