# iRhythm Holdings, Inc. (IRTC) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_b749e7a68cdaaf607679 · retrieved 2026-08-12T07:00:58.702Z

## Overview
Vital Connect, Inc. is a medical device company that develops and markets remote monitoring and diagnostic devices for healthcare applications.

iRhythm Holdings, Inc. agreed to acquire Vital Connect, Inc. for aggregate consideration of $287.5 million, consisting of $237.5 million in cash and $50 million in iRhythm common stock (valued at the 30-day volume-weighted average price prior to closing). The transaction is structured as a merger of iRhythm's wholly owned subsidiary into Vital Connect, with Vital Connect surviving as a subsidiary of iRhythm. Outstanding Vital Connect stock options will be cancelled without consideration; vested and in-the-money warrants will receive consideration, while out-of-the-money and unvested warrants will be cancelled without consideration. A portion of the aggregate consideration will be held in escrow for post-closing adjustments and indemnification. The acquisition is expected to close by the end of 2026, subject to Vital Connect stockholder approval and expiration or termination of the Hart-Scott-Rodino Act waiting period. iRhythm will pay a $9.0 million reverse termination fee if the merger agreement is terminated due to failure to obtain required antitrust approvals.

## Terms
- Counterparty: Vital Connect, Inc. · Consideration: mixed

## Key dates
- Announced 2026-08-06 · Expected close 2026-12-31

## Timeline
- 2026-08-06 · 8-K (0001388658-26-000071): 8-K - iRhythm Holdings, Inc. — *Vital Connect, Inc. is a medical device company that develops and markets remote monitoring and diagnostic devices for healthcare applications.* iRhythm Holdings, Inc. agreed to acquire Vital Connect, Inc. for aggregate consideration of $287.5 million, consisting of $237.5 million in cash and $50 million in iRhythm common stock (valued at the 30-day volume-weighted average price prior to closing). The transaction is structured as a merger of iRhythm's wholly owned subsidiary into Vital Connect, with Vital Connect surviving as a subsidiary of iRhythm. Outstanding Vital Connect stock options will be cancelled without consideration; vested and in-the-money warrants will receive consideration, while out-of-the-money and unvested warrants will be cancelled without consideration. A portion of the aggregate consideration will be held in escrow for post-closing adjustments and indemnification. The acquisition is expected to close by the end of 2026, subject to Vital Connect stockholder approval and expiration or termination of the Hart-Scott-Rodino Act waiting period. iRhythm will pay a $9.0 million reverse termination fee if the merger agreement is terminated due to failure to obtain required antitrust approvals.
  https://www.sec.gov/Archives/edgar/data/1388658/0001388658-26-000071.txt

## Citations
- 0001388658-26-000071 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000138865826000071