Notice of Pendency of Class Action: Please be advised that your rights will be affected by the above-captioned securities class action (“Action”) if you purchased or acquired the common stock of iRhythm Technologies, Inc (“iRhythm” or the “Company”) during the period from July 25, 2022 through August 9, 2024, inclusive (“Class Period”), and were allegedly damaged thereby (“Settlement Class”).[1]
Notice of Proposed Settlement: Please also be advised that the Court-appointed Lead Plaintiff Oklahoma Firefighters Pension and Retirement System (“Lead Plaintiff”), on behalf of itself and the Settlement Class, has reached a proposed settlement of the Action for $45,000,000 in cash (“Settlement”).
A Federal Court authorized a notice.
Description of the Action and the Settlement Class: The Notice relates to a proposed Settlement of claims in a pending securities class action brought by Lead Plaintiff, on behalf of itself and other members of the Settlement Class, against iRhythm and its Chief Executive Officer, Quentin Blackford (“Defendants”). In the Action, Lead Plaintiff asserts civil federal securities law claims arising from purportedly materially false and misleading statements to investors during the Class Period concerning iRhythm’s Zio AT heart monitoring device, including its data transmission capabilities, appropriateness for high-risk patients, and the accuracy of data reported by the device. A more detailed description of the Action is set forth in ¶¶ 11-23 of the Notice. Defendants expressly have denied and continue to deny all claims and allegations of wrongdoing asserted against them in the Action. Nothing in the Notice is intended to, and should not be construed as, an admission of wrongdoing, a determination of liability, or a statement regarding the merits of the case, nor does it reflect any factual findings or conclusions by the Parties or the Court.The proposed Settlement, if approved by the Court, will settle claims of the Settlement Class, as defined in ¶ 31 of the Notice.
Statement of the Settlement Class’s Recovery: Subject to Court approval, Lead Plaintiff, on behalf of the Settlement Class, has agreed to settle the Action in exchange for a cash payment of $45,000,000 (“Settlement Amount”) to be deposited into an escrow account. The Net Settlement Fund (i.e., the Settlement Amount plus any and all interest earned thereon (the “Settlement Fund”) less (a) any Taxes, (b) any Notice and Administration Costs, (c) any Litigation Expenses awarded by the Court, (d) any attorneys’ fees awarded by the Court, and (e) any other costs or fees approved by the Court) will be distributed to eligible Settlement Class Members in accordance with a plan of allocation approved by the Court. The plan of allocation being proposed by Lead Plaintiff (“Plan of Allocation”) is attached to the Notice as Appendix A.
Estimate of Average Amount of Recovery Per Share: Based on Lead Plaintiff’s damages consultant’s estimate of the number of shares of iRhythm common stock eligible to participate in the Settlement, and assuming that all investors eligible to participate do so, the estimated average recovery (before deduction of any Court-approved fees and expenses, such as attorneys’ fees and expenses, taxes, and administration costs) will be approximately $1.83 per eligible share. Settlement Class Members should note, however, that the foregoing is only an estimate. Some Settlement Class Members may recover more or less than this estimated amount depending on, among other factors, when and at what prices they purchased or sold their iRhythm common stock, and the total number and value of valid Claim Forms submitted. Distributions to Settlement Class Members will be made based on the Plan of Allocation set forth in Appendix A or such other plan of allocation as may be ordered by the Court. Note: no distribution will be made to Settlement Class Members who would otherwise receive a distribution of less than $10.00.
Average Amount of Damages Per Share: The Parties do not agree on the average amount of damages per share of iRhythm common stock that would be recoverable if Lead Plaintiff prevailed in the Action. Among other things, Defendants do not agree with the assertion that they violated the federal civil securities laws or that any damages were suffered by any members of the Settlement Class as a result of Defendants’ conduct.
Attorneys’ Fees and Expenses Sought: Court-appointed Lead Counsel, Bernstein Litowitz Berger & Grossmann LLP, has prosecuted this Action on a wholly contingent basis and has not received any attorneys’ fees (or payment of expenses) for its representation of the Settlement Class. For its efforts, Lead Counsel will apply to the Court for attorneys’ fees in an amount not to exceed 25% of the Settlement Fund (i.e., $11.25 million). Lead Counsel will also apply for payment of Litigation Expenses incurred in connection with the institution, prosecution, and resolution of the Action, in an amount not to exceed $800,000, which amount may include a request for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiff directly related to its representation of the Settlement Class pursuant to 15 U.S.C. §78u-4(a)(4), in an amount not to exceed $10,000. If the Court approves the maximum amount of the foregoing fees and expenses, the estimated average cost per eligible share of iRhythm common stock will be approximately $0.49 per share. Please note that this amount is only an estimate.
Identification of Attorneys’ Representatives: Lead Plaintiff and the Settlement Class are represented by Katherine M. Sinderson of Bernstein Litowitz Berger & Grossmann LLP, 1251 Avenue of the Americas, New York, NY 10020, 1-800-380-8496, settlements@blbglaw.com.
Reasons for the Settlement: For Lead Plaintiff, the principal reason for the Settlement is the guaranteed cash benefit for the Settlement Class without the risk, delays, and increased costs inherent in further litigation. Moreover, the cash benefit provided under the Settlement must be considered against the risk that a smaller recovery—or indeed no recovery at all—might be achieved after further litigation, including summary judgment, trial, and possible appeals. Defendants, who deny all allegations of wrongdoing or liability whatsoever and deny that Settlement Class Members were damaged, are entering into the Settlement solely to eliminate the burden, expense, and uncertainty of further litigation.
| SUBMIT A CLAIM FORM POSTMARKED (IF MAILED), OR ONLINE, NO LATER THAN OCTOBER 1, 2026 | This is the only way to be eligible to receive a payment from the Settlement. If you are a Settlement Class Member and you remain in the Settlement Class, you will be bound by the Settlement as approved by the Court and you will give up any Released Plaintiff’s Claims (defined in ¶ 36 of the Notice) that you have against Defendants and the other Defendants’ Releasees (defined in ¶ 37 of the Notice), so it is in your interest to submit a Claim Form. In short, if you remain a Settlement Class Member, you will release all claims related to this Action, as detailed in ¶ 36 of the Notice. | |
| EXCLUDE YOURSELF FROM THE SETTLEMENT CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION SO THAT IT IS RECEIVED NO LATER THAN OCTOBER 1, 2026. | If you exclude yourself from the Settlement Class, you will not be eligible to receive any payment from the Settlement Fund. This is the only option that allows you ever to be part of any other lawsuit against any of the Defendants or the other Defendants’ Releasees concerning the Released Plaintiff’s Claims. | |
| OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS FILED OR POSTMARKED NO LATER THAN OCTOBER 1, 2026. | If you do not like the proposed Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and Litigation Expenses, you may write to the Court and explain why you do not like them. You cannot object to the Settlement, the Plan of Allocation, or the fee and expense request unless you are a Settlement Class Member and do not exclude yourself from the Settlement Class. | |
| ATTEND A HEARING ON NOVEMBER 5, 2026 AT 9:00 A.M. PACIFIC TIME | Filing a written objection and notice of intention to appear by October 1, 2026 allows you to speak in Court, at the discretion of the Court, about the fairness of the proposed Settlement, the Plan of Allocation, and/or the request for attorneys’ fees and Litigation Expenses. If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection. | |
| DO NOTHING | If you are a member of the Settlement Class and you do not submit a valid Claim Form, you will not be eligible to receive any payment from the Settlement Fund. You will, however, remain a member of the Settlement Class, which means that you give up your right to sue about the claims that are resolved by the Settlement and you will be bound by any judgments or orders entered by the Court in the Action. In short, if you remain a Settlement Class Member and do not submit a valid Claim Form, you will still release all claims related to this Action, as detailed in ¶ 36 of the Notice. |
1 All capitalized terms not defined in the Notice have the meanings provided in the Stipulation and Agreement of Settlement dated June 3, 2026 (“Stipulation”). The Stipulation can be viewed on the Important Documents page. ↑