🧾 What This Document Is

This is a PRELIMINARY proxy statement (a "PRE 14A") filed with the SEC. Think of it as an advance notice and information packet for iRhythm's upcoming annual shareholder meeting. It's not the final version—it's subject to completion—but it outlines everything shareholders need to know to vote. The meeting will be held virtually on Wednesday, May 27, 2026, at 9:00 a.m. Pacific Time.

Why it matters: If you own shares in iRhythm, this document tells you what you're voting on and gives you the details to make informed decisions. The company wants your vote.

🏢 What The Company Does

👉 In simple terms, iRhythm makes heart monitors. They're a digital healthcare company focused on detecting and preventing heart rhythm problems (arrhythmias). Their main product is the Zio System: a wire-free, patch-based sensor worn for up to 14 days that continuously records heart data, which is then analyzed by cloud-based software to help doctors diagnose issues faster and more efficiently.

They've provided monitoring services to over 12 million patients and collected over 3 billion hours of heartbeat data. They operate through independent testing facilities (IDTFs) and have recently expanded internationally into markets like the UK, Japan, and parts of Europe.

🚀 Key Moves & Business Highlights for 2025

The company had a landmark year, hitting several major milestones:

Record Revenue: Full-year 2025 revenue hit $747.1 million, up 26.2% from the previous year.
Profitability Milestone: They achieved their first-ever positive quarterly GAAP net income in Q4 2025 and their first full year of positive free cash flow in company history.
Adjusted EBITDA: For the full year, this was $68.9 million, or 9.2% of revenue.
Growth Drivers: The growth was fueled by increased demand for their Zio services, especially in primary care, which now accounts for about one-third of their volume. Their Zio AT system (for mobile cardiac telemetry) grew at more than twice the company average, boosting their market share in that segment to about 15%.
Innovation Pipeline: They submitted a 510(k) application to the FDA for a next-generation Zio MCT device featuring a 21-day wear duration and improved algorithms.

Why it matters: iRhythm is transitioning from a high-growth, cash-burning startup to a profitable, scaled business. These results show strong commercial execution and improving financial discipline.

📦 Financial Position & Corporate Structure

Strong Cash Balance: The company ended 2025 with $583.8 million in unrestricted cash, equivalents, and marketable securities.
New Holding Company: On January 12, 2026, iRhythm completed a reorganization. iRhythm Holdings, Inc. is now the new parent holding company, with the original iRhythm Technologies, Inc. operating as its subsidiary. This change doesn't affect day-to-day operations.

Why it matters: The cash position provides a solid runway for investments and acquisitions. The reorganization is likely for corporate efficiency or future strategic flexibility.

🗳️ What Shareholders Are Voting On

The annual meeting has six main items of business:

Elect Nine Directors: Vote on the board nominees, including CEO Quentin Blackford and independent Chairman Abhijit Talwalkar.
Approve a New Equity Plan: Adopt the 2026 Equity Incentive Plan. This is important for attracting and retaining talent with stock awards.
Amend the Company Charter: Remove an old "pass-through voting" provision from the company's founding documents.
Ratify the Auditor: Re-appoint KPMG LLP as the independent accounting firm for 2026.
Approve Executive Pay (Advisory Vote): A non-binding "say-on-pay" vote on the compensation of the top executives.
Other Business: Any other matters that may come up.

👥 Board & Governance Structure

iRhythm emphasizes its strong and independent corporate governance:

Independent Leadership: The board is chaired by Abhijit Talwalkar, who is independent. The CEO, Quentin Blackford, is the only non-independent director on the nine-member board.
Board Expertise: The nominees bring a mix of skills: 100% have senior leadership experience, 89% have healthcare/medical device expertise, and 78% have global operations experience.
Risk Oversight: The board has a detailed process for overseeing risks, including specific deep dives into cybersecurity, AI, and data privacy. They have a Chief Information Security Officer (CISO) and a Chief Risk Officer (CRO) who report regularly to the board's Audit Committee.
Shareholder Engagement: The company is highly engaged with its investors, meeting with 314 unique investors in 2025 who represented about 65% of shares outstanding. This feedback directly informs board decisions and company policies.

Why it matters: An independent board with strong oversight is designed to protect shareholder interests and ensure the company is managed responsibly and ethically.

🌍 Industry Context & Strategy

iRhythm operates in the growing field of ambulatory cardiac monitoring. Key strategic pillars include:

Expanding in Primary Care: Moving beyond cardiologists to capture a wider patient pool early.
Deepening Tech Integration: Integrating with Electronic Health Record (EHR) systems used by doctors to make ordering Zio tests easier and more routine.
AI Partnerships: They've partnered with Lucem Health to use AI to identify patients at risk for arrhythmias earlier.
International Expansion: Actively growing in six international markets.

⚖️ Big Picture: Strengths (👍) and Risks (⚠️)

👍 Strengths:

Clear market leader in a growing tech-enabled healthcare niche.
Demonstrated ability to scale revenue profitably.
Strong cash position to fund growth and innovation.
Robust governance and active shareholder engagement.

⚠️ Risks:

Regulatory & Reimbursement: As a medical device and service provider, they are highly dependent on FDA approvals and payment rates from insurers like Medicare.
Competition: The market for cardiac monitoring is competitive.
Cybersecurity & Data Privacy: Handling vast amounts of sensitive patient data creates significant security risks, which they detail at length.
Execution Risk: Successfully launching new products (like the 21-day MCT) and expanding internationally are complex challenges.

🧠 The Analogy

Think of iRhythm like a highly specialized "heart detective" agency. They've developed the best listening devices (the Zio patch) and a brilliant data analysis team (their algorithms) to solve the mystery of irregular heartbeats. After years of perfecting their craft and growing their client list (doctors and patients), they've finally figured out how to run the agency profitably while still investing in even better detective gear for the future. This meeting is where the agency's owners (shareholders) review the year's case files and vote on the leadership team's plan for the next year.

🧩 Final Takeaway

iRhythm Holdings is at an inflection point, having proven it can grow rapidly and achieve profitability. This proxy statement details the company's strong 2025 performance, its strategic focus on AI and integration, and its commitment to governance, while asking shareholders to approve the tools (like a new equity plan) needed to execute its next chapter of growth. The key vote is on the board and compensation, which are framed as essential to maintaining this momentum.

iRhythm Holdings, Inc. — PRE 14A Filing