8-K Reports
iRhythm Technologies, Inc.
CIK

1388658

Accepted

Oct 30, 2025, 08:09 PM

Accession

0001388658-25-000216

1.01 Entry into a Material Definitive Agreement
5.02 Departure/Election of Directors or Officers
9.01 Financial Statements and Exhibits
Items (3)

Item 1.01 Entry into a Material Agreement The information set forth under Item 5.02 regarding the amendment and restatement of the Executive Change in Control and Severance Policy is incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amended and Restated Executive Change in Control and Severance Policy On October 29, 2025, the Board of Directors, upon the recommendation of the Compensation and Human Capital Resources Committee of the Board of Directors, of iRhythm Technologies, Inc. (the “Company”) approved the amendment and restatement of the Company’s existing Executive Change in Control and Severance Policy (the “ Existing Policy” and, as restated, the “Restated Policy”). The Restated Policy was approved to make certain enhancements in the event of certain qualifying terminations of employment, both outside of and in connection with a change in control of the Company, to better align with market practices and to preserve the intended retentive and incentive purposes of the policy. The Restated Policy is summarized below. The Restated Policy provides for certain severance payments and benefits to be provided to a participant in the event such participant’s employment is terminated under specified circumstances as set forth in the Restated Policy, subject to the participant satisfying certain conditions, including the delivery of a release of all claims in favor of the Company. Participants under the Restated Policy include all Vice Presidents and above, including the Company’s named executive officers currently employed by the Company: Quentin Blackford, the Chief Executive Officer, Daniel Wilson, the Chief Financial Officer, Patrick Murphy, the Chief Business Officer and Chief Legal Officer, Chad Patterson, the Chief Commercial & Product Officer, and Minang (Mintu) Turakhia, M. D., M. S., the Chief Medical and Scientific Officer, and EVP, Advanced Technologies. If a participant experiences either a termination without “ Cause” or a resignation for “ Good Reason” (each, as defined in the Restated Policy, and either referred to as a “Qualifying Termination”) outside of the time period commencing on a change in control and ending 24 months after a change in control (the “CIC Period”), the Company shall provide the participant with a payment equal to a number of months of base salary plus the target bonus percentage for the year in which the Qualifying Termination occurs, and a number of months of COBRA coverage, each as described in the table below. No vesting acceleration of then-outstanding time-based equity awards is provided under the Restated Policy upon a Qualifying Termination outside of the CIC Period. Participant Salary (# of Mos.) Target Bonus (%) COBRA (# Mos.) ─────────────────────────────────────────────────────────────────────────────────────────────── Chief Executive Officer 18 150% 18 Chief Financial Officer 12 100% 12 Senior Vice Presidents 6 50% 6 If a participant experiences a Qualifying Termination during the CIC Period, the Company shall provide the participant with a payment equal to a number of months of base salary plus the target bonus percentage for the year in which the Qualifying Termination occurs, a number of months of COBRA coverage and full vesting acceleration of then-outstanding time-based equity awards, each as described in the table below. Participant Salary (# of Mos.) Target Bonus (%) COBRA (# Mos.) Equity Acceleration (%)* ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Chief Executive Officer 24 200% 24 100% Chief Financial Officer 18 150% 15 100% Senior Vice Presidents 9 75% 9 100% * In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at target. The foregoing description of the Restated Policy is not complete and is qualified in its entirety by reference to the full text of the form of Restated Policy, which is filed as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press release issued by iRhythm Technologies, Inc., dated as of October 30, 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 10.1 Amended and Restated Executive Change in Control and Severance Policy, and related Participation Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 TECHNOLOGIES, INC. By: /s/ Daniel Wilson Daniel Wilson Chief Financial Officer

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