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Get filing alertsiRhythm to acquire Vital Connect for $287.5M in cash and stock
Filed August 6, 2026 · Period ending August 5, 2026 · ~1 min read
Key Changes
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iRhythm entered into a definitive agreement to acquire Vital Connect for $287.5M total consideration: $237.5M cash plus $50M in iRhythm stock, with Vital Connect becoming a wholly owned subsidiary upon closing.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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iRhythm will provide up to $30M in interim funding to Vital Connect before closing, starting with an initial $10M grant, to support operations during the regulatory review period.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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The acquisition is expected to close by year-end 2026, subject to Vital Connect shareholder approval and HSR antitrust clearance; iRhythm will pay a $9M reverse termination fee if the deal fails due to antitrust issues.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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The $50M stock portion of the consideration will be issued to Vital Connect shareholders under an exemption from SEC registration requirements pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
Summary
iRhythm announced a definitive agreement to acquire Vital Connect, a cardiac monitoring company, for $287.5 million in a cash-and-stock transaction. The deal structure includes $237.5 million in cash and $50 million in iRhythm common stock, with the stock portion priced based on a 30-day volume-weighted average. Vital Connect will become a wholly owned subsidiary upon closing, which is expected by year-end 2026 pending shareholder approval and HSR antitrust clearance.
The transaction includes several protective mechanisms: iRhythm has committed to provide up to $30 million in interim funding to support Vital Connect's operations during the regulatory review period, starting with an initial $10 million grant. Additionally, iRhythm has agreed to pay a $9 million reverse termination fee if the deal fails due to antitrust approval issues, shifting regulatory risk away from Vital Connect and demonstrating iRhythm's commitment to completing the acquisition. For iRhythm shareholders, the deal represents a strategic expansion in the cardiac monitoring space, with the stock consideration representing approximately 17% of the total purchase price and resulting in modest dilution.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 5, 2026, iRhythm Holdings, Inc., a Delaware corporation (“iRhythm” or the “Company”), iRhythm Technologies, Inc., a Delaware corporation and a direct wholly owned subsidiary of iRhythm (“Acquirer”), Project Vessel Merger Sub, Inc., a newly formed Delaware corporation and a direct wholly owned subsidiary of Acquirer (“Merger Sub”), Vital Connect, Inc., a Delaware corporation (the “Target”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the stockholders of the Target (the “Stockholders’ Agent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Target (the “Merger”), with the Target surviving the Merger as a direct wholly owned subsidiary of Acquirer and an indirect wholly owned subsidiary of iRhythm (the “Acquisition”).
iRhythm entered into a definitive agreement to acquire Vital Connect through a merger structure. Vital Connect will become a wholly owned subsidiary of iRhythm upon closing. This represents a strategic acquisition in the cardiac monitoring space.
Added in current filing · verify on EDGAR →
The Acquisition is expected to close by the end of 2026 and is subject to the satisfaction or waiver of the conditions specified in the Merger Agreement, including receipt of the Target stockholder approval, and, as conditions to the Acquirer’s obligations to close, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
The deal is expected to close by year-end 2026, subject to Vital Connect shareholder approval and HSR antitrust clearance. These are standard conditions for a transaction of this size.
Added in current filing · verify on EDGAR →
The Merger Agreement also provides customary termination rights to each of the parties and provides that Acquirer will pay a reverse termination fee of $9.0 million to the Target if the Merger Agreement is terminated under specified circumstances related to the failure to obtain required antitrust approvals.
iRhythm has agreed to pay a $9.0 million reverse termination fee to Vital Connect if the deal fails due to antitrust approval issues. This protects Vital Connect from regulatory risk and demonstrates iRhythm's commitment to completing the transaction.
Event · Item 3.02 — Unregistered Sales of Equity Securities
iRhythm announces acquisition agreement involving stock issuance as partial consideration to target company shareholders.
Added in current filing · verify on EDGAR →
under the terms of the Merger Agreement, iRhythm has agreed to issue shares of iRhythm Common Stock as partial consideration payable to the eligible holders of Target capital stock and vested and in-the-money Target warrants in connection with the Acquisition.
iRhythm has entered into a merger agreement to acquire an unnamed target company. The consideration structure includes issuing iRhythm common stock to the target's shareholders and warrant holders. The shares will be issued under an exemption from SEC registration requirements pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 7, 2026 · How we verify