iRhythm Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
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Item 5. Other Information
Trading Plans
During the three months ended September 30, 2026, no Section 16 officers or directors adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).
Credit Facility
The following information is included in this Quarterly Report on Form 10-Q in lieu of filing a Current Report on Form 8-K reporting the information required to be disclosed under Items 1.01 and 2.03 of Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
On November 3, 2026, iRhythm Holdings, Inc. (the “Company”), as guarantor, its subsidiary iRhythm Technologies, Inc. (the “Borrower”), as borrower, and certain of the Company’s other subsidiaries (collectively, the “Subsidiary Guarantors”), as guarantors party thereto, entered into a senior secured credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and issuing banks party thereto. The Credit Agreement provides for a $300.0 million revolving credit facility, with sublimits of $10.0 million in the aggregate for loans and letters of credit denominated in foreign currencies, $30.0 million for the issuance of letters of credit and $10.0 million for swingline loans (the “Revolving Credit Facility”). The Revolving Credit Facility matures on the fifth anniversary of the effective date of the Credit Agreement, subject to an earlier springing maturity 91 days before the scheduled maturity of certain unsecured, subordinated or junior-lien indebtedness (including the Borrower’s 1.50% Convertible Senior Notes due 2029) if the aggregate principal amount of all such indebtedness maturing within that 91-day period exceeds 100% of Consolidated EBITDA (generally, consolidated net income or loss before interest, taxes, depreciation and amortization, subject to certain adjustments for non-cash items, non-recurring items and other customary adjustments) for the most recent four-fiscal-quarter period for which financial statements have been delivered. The springing maturity is subject to an exception where liquidity (defined as unrestricted cash and cash equivalents held in the U.S. plus amounts available under the Revolving Credit Facility) on the applicable springing maturity date is greater than 150% of the aggregate outstanding principal amount of the applicable earlier-maturing indebtedness.
The loans under the Revolving Credit Facility may be denominated in U.S. dollars, euros, sterling, Australian dollars, Singapore dollars, Swiss francs and Japanese yen. Loans incurred under the Revolving Credit Facility bear interest at a rate equal to (i) for loans denominated in U.S. dollars, at the Borrower’s election, the Term SOFR Rate (a forward-looking term rate based on the secured overnight financing rate, subject to a 0% floor) or the Alternate Base Rate (generally, the highest of the U.S. prime rate published by The Wall Street Journal, 0.50% above the greater of the federal funds effective rate and the overnight bank funding rate, and the one-month Term SOFR Rate plus 1.00%, subject to a 1.00% floor), except that swingline loans use the Alternate Base Rate, and (ii) for loans denominated in foreign currencies, EURIBOR, TIBOR or BBSY for euros, Japanese yen or Australian dollars, respectively, or daily simple SONIA, SORA or SARON for sterling, Singapore dollars or Swiss francs, respectively, subject to applicable reserve adjustments and a 0% floor, in the case of each of the foregoing clauses (i) and (ii), plus an applicable margin based on the Company’s Senior Secured Net Leverage Ratio (generally, indebtedness of the Company and its subsidiaries that is secured by a lien on their assets, excluding payment-subordinated or junior-lien indebtedness and net of unrestricted cash and cash equivalents held in the U.S. in excess of $100.0 million, divided by Consolidated EBITDA for the most recent four-fiscal-quarter period). The applicable margin ranges from 1.00% to 1.75% for loans bearing interest at the Alternate Base Rate and 2.00% to 2.75% for term benchmark or overnight reference rate loans.
The Credit Agreement provides for (i) commitment fees on the unused commitments under the Revolving Credit Facility (excluding swingline loans from usage for this purpose), ranging from 0.25% to 0.35% per annum based on the Company’s Senior Secured Net Leverage Ratio, and (ii) an incremental accordion feature permitting additional revolving commitments and/or incremental term loans, with capacity shared with other notes or loans incurred in lieu of such incremental facilities, of up to the sum of (x) the greater of (A) $140.0 million and (B) 100% of Consolidated EBITDA, less prior utilization of that component that remains outstanding or effective, (y) qualifying voluntary prepayments, repurchases or redemptions of incremental indebtedness and permanent reductions of revolving commitments, and (z) additional amounts subject to a Total Secured Net Leverage Ratio (generally, total secured indebtedness of the Company and its subsidiaries, including junior-lien indebtedness, net of unrestricted cash and cash equivalents held in the U.S. in excess of $100.0 million, divided by Consolidated EBITDA for the most recent four-fiscal-quarter period) not exceeding 2.75 to 1.00 on a pro forma, fully drawn basis, excluding the proceeds of the additional indebtedness from cash netting, in each case subject to obtaining lender commitments and satisfying customary conditions.
No amounts were borrowed under the Revolving Credit Facility at closing. Proceeds of borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries.
The Credit Agreement requires the Company to maintain (i) a Senior Secured Net Leverage Ratio not exceeding 3.00 to 1.00, subject to a step-up, at the Company’s election, to 3.50 to 1.00 for four consecutive fiscal quarters commencing with the fiscal quarter in which the Company completes certain permitted acquisitions or similar investments having consideration that is equal to or greater than $50.0 million, and (ii) an Interest Coverage Ratio (generally, Consolidated EBITDA divided by consolidated cash interest expense of the Company and its subsidiaries, including the interest component of capitalized leases, for the same four-fiscal-quarter period) of at least 3.00 to 1.00, in each case tested quarterly commencing with the fiscal quarter ending December 31, 2026.
The Revolving Credit Facility is guaranteed by the Company and the Subsidiary Guarantors and secured by substantially all of the assets of the Company, the Borrower and the Subsidiary Guarantors, subject to customary exclusions and limitations set forth in the Credit Agreement and the related loan documents. The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including negative covenants that, subject to the exceptions set forth in the Credit Agreement, limit the ability of the Company and its subsidiaries to incur additional debt, incur or permit liens on assets, make investments, engage in asset sales and pay dividends and make distributions. The Credit Agreement permits the Company, among other things, to repurchase shares of its common stock without limitation as to amount, subject to compliance with specified leverage ratio tests and the absence of a default. Whether or not those leverage ratio tests are satisfied, the Credit Agreement also permits the Company to repurchase shares of its common stock in an aggregate amount of up to $30.0 million per fiscal year (with unused amounts carried forward to the next fiscal year).
Obligations under the Credit Agreement may be accelerated upon the occurrence of certain customary events of default (subject, in appropriate cases, to grace periods set forth in the Credit Agreement), including the following: nonpayment of principal, interest or fees; breach of the affirmative, negative or financial covenants; breach of the representations or warranties in any material respect; events of default with respect to other material indebtedness; bankruptcy or insolvency; material judgments entered against the Company or any of its subsidiaries that satisfy the applicable enforcement or unstayed-period conditions under the Credit Agreement; invalidity or unenforceability of the security documents and guarantees associated with the Credit Agreement; and a change of control.
Certain of the lenders and agents under the Credit Agreement and their respective affiliates have provided, and may in the future provide, commercial banking, investment banking and other financial services to the Company and its affiliates, for which they have received, and may in the future receive, customary fees and expenses.
The foregoing description of the Credit Agreement does not purport to be complete. The Credit Agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
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