8-K Reports
iRhythm Holdings, Inc.
CIK

1388658

Accepted

Aug 6, 2026, 08:15 PM

Accession

0001388658-26-000070

1.01 Entry into a Material Definitive Agreement
9.01 Financial Statements and Exhibits
Items (2)

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, iRhythm Technologies, Inc. ("iRhythm Technologies"), a wholly owned subsidiary of iRhythm Holdings, Inc. (the “ Company”), has been involved in patent litigation with Welch Allyn, Inc. and Bardy Diagnostics, Inc., wholly-owned subsidiaries of Baxter International, Inc. (the foregoing entities collectively, “ Baxter”). iRhythm Technologies and Baxter have each accused the other of infringing certain patents, and each party has filed counterclaims and actions to invalidate the other party’s patents. On July 31, 2026, iRhythm Technologies and Baxter entered into a Settlement and License Agreement (the “ Baxter Settlement Agreement”) to resolve all outstanding patent litigation among the parties (the “ Litigation”). The Baxter Settlement Agreement provides for a settlement payment of $50 million by iRhythm Technologies to Baxter (the “ Baxter Settlement Payment”). Additionally, under the terms of the Baxter Settlement Agreement, iRhythm Technologies granted Baxter and its affiliates, and Baxter granted iRhythm Technologies and its affiliates, a worldwide, royalty-free, non-exclusive, fully paid-up license under the patents asserted in the Litigation and other related patents and patent applications, in each case, to exploit products and services comprising or involving certain sensors used for cardiac monitoring. Except for the Baxter Settlement Payment, the Baxter Settlement Agreement does not obligate iRhythm Technologies or Baxter to pay any royalties or any other compensation. Pursuant to the Baxter Settlement Agreement, each party has also agreed to (i) a covenant not to sue for six years from the effective date of the Baxter Settlement Agreement with respect to the exploitation of licensed products and services and (ii) a covenant to refrain from challenging the patents and patent applications licensed under the Baxter Settlement Agreement unless such licensed patents are enforced against such party or its affiliates. The foregoing description of the Baxter Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Baxter Settlement Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press release issued by iRhythm Holdings, Inc., dated as of August 6, 2026 related to financia l results. 99.2 Press release issued by iRhythm Holdings, Inc., dated as of August 6, 2026 related to the proposed acquisition of Vital Connect, Inc. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 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 HOLDINGS, INC. By: /s/ Daniel Wilson Daniel Wilson Chief Financial Officer