iRhythm Holdings, Inc. (IRTC) Form 8-K — Aug 6, 2026
iRhythm Holdings (Nasdaq: IRTC) signed a definitive merger agreement on August 5, 2026 to acquire Vital Connect, Inc., a privately held Delaware medical device company, through its subsidiary iRhythm Technologies, with Vital Connect surviving as a wholly owned subsidiary. The deal is expected to close by the end of 2026, subject to Vital Connect stockholder approval and Hart-Scott-Rodino antitrust clearance. Total consideration is $287.5 million: $237.5 million in cash, subject to customary adjustments, plus $50 million in iRhythm common stock valued at the 30-trading-day VWAP ending immediately before the agreement date.
Key figures
- Deal Value Usd
- $287.5 million aggregate consideration ($237.5 million cash + $50 million in iRhythm common stock)
- Expected Close
- by the end of 2026
- Cash Consideration
- $237.5 million (subject to customary adjustments)
- Conditions To Close
- ["Vital Connect stockholder approval","Expiration or termination of HSR Act waiting period"]
- Stock Consideration
- $50 million in iRhythm common stock
- Treatment Of Options
- Outstanding Target stock options and unvested/out-of-the-money warrants cancelled without consideration
- Stock Valuation Method
- 30-consecutive-trading-day VWAP of iRhythm common stock on Nasdaq ending on the last trading day immediately prior to the Merger Agreement date
- Interim Funding Initial
- $10.0 million
- Interim Funding Maximum
- $30.0 million aggregate
- Reverse Termination Fee
- $9.0 million payable by Acquirer on failure to obtain required antitrust approvals
Price after filing
Close on the filing date to close N calendar days later (from $127.13). Historical, not a forecast.
AI analysis
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