UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION
GLAZING EMPLOYERS AND GLAZIERS’ Case No. 3:24-cv-706-JSC
UNION LOCAL #27 PENSION AND
RETIREMENT FUND, on behalf of itself and all CLASS ACTION
others similarly situated,
Judge: Honorable Jacqueline Scott Corley
Plaintiff,
v.
IRHYTHM TECHNOLOGIES, INC., et al.,
Defendants.
NOTICE OF (I) PENDENCY OF CLASS ACTION
AND PROPOSED SETTLEMENT; (II) SETTLEMENT HEARING; AND
(III) MOTION FOR ATTORNEYS’ FEES AND LITIGATION EXPENSES
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”).
PLEASE READ THIS NOTICE CAREFULLY. This Notice explains important rights you may
have, including the possible receipt of a payment from the Settlement. If you are a member of the
Settlement Class, your legal rights will be affected whether or not you act.
1. Description of the Action and the Settlement Class: This 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 below. Defendants expressly have denied and continue to deny all claims
and allegations of wrongdoing asserted against them in the Action. Nothing in this 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 below.
1
All capitalized terms not defined in this Notice have the meanings provided in the Stipulation and
Agreement of Settlement dated June 3, 2026 (“Stipulation”). The Stipulation can be viewed at
www.iRhythmSecuritiesLitigation.com.
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2. 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 hereto
as Appendix A.
3. 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.
4. 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.
5. 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.
6. 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, [email protected].
7. 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
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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.
YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT
SUBMIT A CLAIM FORM This is the only way to be eligible to receive a payment
POSTMARKED (IF MAILED), OR from the Settlement. If you are a Settlement Class Member
ONLINE, NO LATER THAN and you remain in the Settlement Class, you will be bound
OCTOBER 1, 2026. by the Settlement as approved by the Court and you will
give up any Released Plaintiff’s Claims (defined in ¶ 36
below) that you have against Defendants and the other
Defendants’ Releasees (defined in ¶ 37 below), 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 below.
EXCLUDE YOURSELF FROM THE If you exclude yourself from the Settlement Class, you will
SETTLEMENT CLASS BY not be eligible to receive any payment from the Settlement
SUBMITTING A WRITTEN Fund. This is the only option that allows you ever to be part
REQUEST FOR EXCLUSION SO of any other lawsuit against any of the Defendants or the
THAT IT IS RECEIVED NO LATER other Defendants’ Releasees concerning the Released
THAN OCTOBER 1, 2026. Plaintiff’s Claims.
OBJECT TO THE SETTLEMENT If you do not like the proposed Settlement, the proposed
BY SUBMITTING A WRITTEN Plan of Allocation, or the request for attorneys’ fees and
OBJECTION SO THAT IT IS FILED Litigation Expenses, you may write to the Court and
OR POSTMARKED NO LATER explain why you do not like them. You cannot object to the
THAN OCTOBER 1, 2026. 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 Filing a written objection and notice of intention to appear
NOVEMBER 5, 2026 AT 9:00 A.M. by October 1, 2026 allows you to speak in Court, at the
PACIFIC TIME 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 below.
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These rights and options—and the deadlines to exercise them—are further explained in this Notice.
Please Note: The date and time of the Settlement Hearing, currently scheduled for November 5,
2026 at 9:00 a.m. Pacific time by Zoom videoconference, is subject to change without further written
notice to the Settlement Class. If you plan to attend the hearing, you should check
www.iRhythmSecuritiesLitigation.com or with Lead Counsel to confirm no change to the date
and/or time of the hearing has been made. Information about how to attend the Zoom
videoconference will be posted on www.iRhythmSecuritiesLitigation.com.
WHAT THIS NOTICE CONTAINS
Why Did I Get This Notice? Page 4
What Is This Case About? Page 5
Why Is This Case A Class Action? Page 6
Why Is There A Settlement? Page 6
What Might Happen If There Were No Settlement? Page 7
How Do I Know If I Am Affected By The Settlement?
Who Is Included In The Settlement Class? Page 7
How Are Settlement Class Members Affected By The Action
And The Settlement? Page 8
How Do I Participate In The Settlement? What Do I Need To Do? Page 10
How Much Will My Payment Be? Page 10
What Payment Are The Attorneys For The Settlement Class Seeking?
How Will The Lawyers Be Paid? Page 11
What If I Do Not Want To Be A Member Of The Settlement Class?
How Do I Exclude Myself? Page 11
When And Where Will The Court Decide Whether To Approve The Settlement?
Do I Have To Come To The Hearing? May I Speak At The Hearing If I
Don’t Like The Settlement? Page 12
What If I Do Nothing? Page 14
What If I Bought Shares Of iRhythm Common Stock
On Someone Else’s Behalf? Page 14
Can I See The Court File? Who Should I Contact If I Have Questions? Page 15
Appendix A: Proposed Plan of Allocation of Net Settlement Fund Page 16
WHY DID I GET THIS NOTICE?
8. The Court directed that this Notice be mailed to you because you or someone in your family or an
investment account for which you serve as a custodian may have purchased or otherwise acquired iRhythm
common stock during the Class Period. The Court has directed us to send you this Notice because, as a
potential Settlement Class Member, you have a right to know about your options before the Court rules
on the proposed Settlement. Additionally, you have the right to understand how this class action lawsuit
may generally affect your legal rights. If the Court approves the Settlement and the Plan of Allocation (or
some other plan of allocation), the Claims Administrator selected by Lead Plaintiff and approved by the
Court will make payments pursuant to the Settlement after any objections and appeals are resolved.
9. The purpose of this Notice is to inform you of the existence of this case, that it is a class action,
how you might be affected, and how to exclude yourself from the Settlement Class if you wish to do so.
It is also being sent to inform you of the terms of the proposed Settlement and of a hearing to be held by
the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of
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Allocation, and the motion by Lead Counsel for an award of attorneys’ fees and payment of Litigation
Expenses (the “Settlement Hearing”). See ¶¶ 58-59 below for details about the Settlement Hearing,
including the date and location of the hearing.
10. The issuance of this Notice is not an expression of any opinion by the Court concerning the merits
of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court
approves the Settlement and a plan of allocation, then payments to Authorized Claimants will be made
after any appeals are resolved and after the completion of all claims processing. Please be patient, as this
process can take some time to complete.
WHAT IS THIS CASE ABOUT?
11. iRhythm is a digital healthcare company that, during the Class Period, manufactured two heart
monitoring devices designed to diagnose and monitor arrhythmia, the Zio XT and Zio AT. The Company
maintains its headquarters in San Francisco, California. During the Class Period, iRhythm’s common
stock traded on NASDAQ under the ticker symbol “IRTC.”
12. On February 6, 2024, a putative class action was brought in the United States District Court for
the Northern District of California (the “Court”), against iRhythm and certain of its executives, alleging
violations of the Securities Exchange Act of 1934 (the “Exchange Act”).
13. On May 15, 2024, the Court appointed Oklahoma Firefighters Pension and Retirement System as
Lead Plaintiff for the Action and approved Bernstein Litowitz Berger & Grossmann LLP as Lead Counsel
under the Private Securities Litigation Reform Act (“PSLRA”), 15 U.S.C. § 78u-4.
14. On October 11, 2024, Lead Plaintiff filed the Second Amended Class Action Complaint for
Violations of the Federal Securities Laws (the “Complaint”). The Complaint asserted claims on behalf of
all persons and entities who purchased the common stock of iRhythm from November 5, 2021 through
August 9, 2024, and were damaged thereby. The Complaint alleged that Defendants iRhythm and
Blackford and the Former Individual Defendants2 made materially false and misleading statements or
omissions concerning iRhythm’s Zio AT heart monitoring device, including its purported near real-time
data transmission capabilities, its appropriateness for high-risk patients, and the accuracy of data reported
by the device. The Complaint asserted (i) claims under Section 10(b) of the Exchange Act, 15 U.S.C.
§ 78j(b), and SEC Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder, against all Defendants and
the Former Individual Defendants and (ii) claims under Section 20(a) of the Exchange Act, 15 U.S.C.
§ 78t(a) against Blackford and the Former Individual Defendants.
15. On December 10, 2024, Defendants and the Former Individual Defendants moved to dismiss the
Complaint, asserting (among other things) that Lead Plaintiff failed to sufficiently allege: (i) any actionable
misrepresentation or (ii) that defendants acted with scienter in making any alleged misrepresentation. The
motion was fully briefed and the Court held oral argument on the motion to dismiss the Complaint on
April 24, 2025.
16. On June 3, 2025, the Court granted in part and denied in part the motion to dismiss the Complaint.
The Court sustained Lead Plaintiff’s Section 10(b) claims against iRhythm and Blackford with respect to
statements regarding the Zio AT’s timeliness, accuracy, and appropriateness for high-risk patients, but
dismissed claims against the Former Individual Defendants, dismissed claims regarding the Zio AT’s
2
The Former Individual Defendants are additional iRhythm executives: Brice Bobzien, Douglas Devine,
Chad Patterson, Mark Day, and Mintu Turakhia.
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characterization as a mobile cardiac telemetry device, and dismissed all claims for statements prior to July
25, 2022.
17. On July 18, 2025, Defendants filed a motion for judgment on the pleadings. The motion was fully
briefed, and, on November 7, 2025, the Court denied the motion.
18. On November 3, 2025, Lead Plaintiff moved for class certification. The motion was fully briefed,
and, on February 26, 2026, the Court held a hearing on Lead Plaintiff’s motion for class certification.
19. Discovery in the Action commenced following the Court’s June 3, 2025 partial denial of
Defendants’ motion to dismiss the Complaint. Through the class certification stage of the litigation, the
Parties engaged in discovery, producing over 405,000 pages of documents and conducting seven
depositions in total. Lead Plaintiff and Defendants also issued subpoenas to produce documents from
several non-parties.
20. The Parties began exploring the possibility of a settlement in early 2026. The Parties agreed to
engage in private mediation and retained David Murphy of Phillips ADR Enterprises to act as mediator in
the Action. Counsel for the Parties participated in a mediation session before Mr. Murphy on April 2,
2026. In advance of that session, the Parties exchanged and submitted detailed mediation statements to
Mr. Murphy.
21. In the weeks following the mediation, Mr. Murphy made a mediator’s recommendation that the
Parties settle the Action for $45,000,000, which the Parties accepted. The agreement’s terms were
memorialized in a term sheet executed on May 13, 2026.
22. After additional negotiations regarding the specific terms of their agreement, the Parties entered
into the Stipulation on June 3, 2026. The Stipulation, which sets forth the terms and conditions of the
Settlement, can be viewed at www.iRhythmSecuritiesLitigation.com.
23. On July 13, 2026, the Court preliminarily approved the Settlement, authorized notice of the
Settlement to be provided to potential Settlement Class Members, and scheduled the Settlement Hearing
to consider whether to grant final approval of the Settlement.
WHY IS THIS CASE A CLASS ACTION?
24. In a class action, one or more persons or entities (in this case, Lead Plaintiff) sue on behalf of
persons and entities that have similar claims. Together, these persons and entities are a “class,” and each
is a “class member.” Bringing a case, such as this one, as a class action allows the adjudication of many
individuals’ similar claims that might be too small to bring economically as separate actions. One court
resolves the issues for all class members at the same time, except for those who exclude themselves, or
“opt out,” from the class.
WHY IS THERE A SETTLEMENT?
25. Lead Plaintiff and Lead Counsel believe that Lead Plaintiff’s claims against Defendants have
merit. They recognize, however, the expense and length of continued proceedings necessary to pursue
Lead Plaintiff’s claims, through the conclusion of complex merits and expert discovery, resolution of Lead
Plaintiff’s pending motion for class certification, an expected motion for summary judgment, and trial. To
defeat summary judgment and prevail at trial, Lead Plaintiff would have been required to prove that
Defendants’ statements were materially false; that Defendants knew that their statements were false when
made or were deliberately reckless in making the statements; and that the disclosures concerning
Defendants’ false and misleading statements caused declines in the price of iRhythm’s stock.
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26. Defendants would have had substantial arguments to make concerning each of these issues. For
example, Defendants have argued that investors cannot have been misled by Defendants’ statements about
the Zio AT because the device’s transmission limits were publicly disclosed no later than November 2022,
and that prescribing physicians understood the Zio AT’s technical limitations. While Lead Plaintiff
believed that it had responses to these challenges, they presented significant risks at future stages of the
litigation. Lead Plaintiff also faced risks that the Court or jury might find that Defendant Blackford lacked
scienter on a complete record at summary judgment or trial.
27. Lead Plaintiff faced further significant risks related to proving loss causation and damages.
Specifically, there was a material risk that the Court might eliminate statements concerning the accuracy
of the Zio AT as they could be read as generic or aspirational and thus, may not have impacted the price
of iRhythm’s stock. In addition, there was a material risk that the Court might eliminate from recovery
one or more of the alleged corrective disclosures at class certification, summary judgment, or trial. If the
Court were to have eliminated certain corrective disclosures at any stage of the litigation, the maximum
recoverable damages would have been reduced substantially. There was also a risk that the Court or a jury
would find that significant portions of the stock price declines on the alleged corrective disclosure dates
were due to factors unrelated to the alleged fraud—such as revised revenue guidance, industry-wide
regulatory concerns, and non-fraud related information disclosed concurrently. Accordingly, the need to
“disaggregate” fraud-related damages from the overall stock price declines on the corrective disclosure
dates was likely to materially lower the amounts of potential recovery in this case.
28. Moreover, in order to obtain recovery, Lead Plaintiff would have to prevail at several stages—on
the pending motion for class certification, at summary judgment, at trial, and on appeal. Thus, there were
significant risks attendant to the continued prosecution of the Action, and there was no guarantee that
further litigation would have resulted in a higher recovery, or any recovery at all. In light of these risks,
Lead Plaintiff believes that the proposed $45,000,000 Settlement is fair, reasonable, and adequate, and in
the best interests of the Settlement Class.
29. Defendants have denied and continue to deny each and all of the claims asserted against them in
the Action, and expressly deny any and all allegations of fault, liability, wrongdoing, or damages
whatsoever in connection with the Action, including, but not limited to, any allegations that Defendants
have committed any violations of the federal securities laws or any other law, that Defendants have acted
improperly in any way, or that Defendants have any liability or owe any damages of any kind to Lead
Plaintiff or the Settlement Class. Defendants have agreed to the Settlement solely to eliminate the burden,
expense, and uncertainty of continued litigation. Accordingly, the Settlement may not be construed as,
and is not, an admission of any wrongdoing by any Defendant.
WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT?
30. If there were no Settlement and Lead Plaintiff failed to establish any essential legal or factual
element of its claims against Defendants, neither Lead Plaintiff nor the other members of the Settlement
Class would recover anything from Defendants. If Defendants were successful in proving any of their
defenses, either at summary judgment, at trial, or on appeal, the Settlement Class could recover
substantially less than the amount provided in the Settlement, or nothing at all.
HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT?
WHO IS INCLUDED IN THE SETTLEMENT CLASS?
31. If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely
request to be excluded. The Settlement Class consists of:
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all persons who purchased or acquired iRhythm common stock during the period from July
25, 2022 through August 9, 2024, inclusive, and were allegedly damaged thereby.
Excluded from the Settlement Class are: (i) Defendants; (ii) members of the Immediate Families of
Quentin Blackford or any Former Individual Defendant; (iii) any person who was an Officer or director
of iRhythm (including the Former Individual Defendants) during the Class Period; (iv) any firm, trust,
corporation, or other entity in which any person or entity excluded in subsections (i)–(iii) has or had a
controlling interest; (v) iRhythm’s employee retirement and benefit plan(s), if any, and their participants
or beneficiaries, to the extent they made purchases through such plan(s); and (vi) the legal representatives,
heirs, successors, or assigns of any such excluded persons and entities, in their capacities as such. Also
excluded from the Settlement Class are any persons and entities who or which submit a request for
exclusion from the Settlement Class that is accepted by the Court. See “What If I Do Not Want To Be A
Member Of The Settlement Class? How Do I Exclude Myself,” on page 11 below.
PLEASE NOTE: Receipt of this Notice does not mean that you are a Settlement Class Member or
that you will be entitled to a payment from the Settlement. If you are a Settlement Class Member
and you wish to be eligible to receive a payment from the Settlement, you are required to submit a
Claim Form and the required supporting documentation as set forth in the Claim Form postmarked
(if mailed), or online at www.iRhythmSecuritiesLitigation.com, no later than October 1, 2026.
HOW ARE SETTLEMENT CLASS MEMBERS AFFECTED
BY THE ACTION AND THE SETTLEMENT?
32. As a Settlement Class Member, you are represented by Lead Plaintiff and Lead Counsel. If you
want to be represented by your own lawyer, you may hire one at your own expense.
33. If you are a Settlement Class Member and do not wish to remain a Settlement Class Member, you
may exclude yourself from the Settlement Class by following the instructions in the section below entitled,
“What If I Do Not Want To Be A Member Of The Settlement Class? How Do I Exclude Myself?” on page
11.
34. If you are a Settlement Class Member and you wish to object to the Settlement, the Plan of
Allocation, or Lead Counsel’s request for attorneys’ fees and Litigation Expenses, you may present your
objections by following the instructions in the section below entitled, “When And Where Will The Court
Decide Whether To Approve The Settlement?” on page 12.
35. If you are a Settlement Class Member and you do not exclude yourself from the Settlement Class,
you will be bound by any orders issued by the Court in the Action. If the Settlement is approved, the Court
will enter a judgment (“Judgment”). The Judgment will dismiss with prejudice the claims against
Defendants and will provide that, upon the Effective Date of the Settlement, Lead Plaintiff and each of
the other Settlement Class Members, on behalf of themselves, and their respective heirs, executors,
administrators, predecessors, successors, and assigns, in their capacities as such, shall be deemed to have,
and by operation of law and of the Judgment shall have, fully, finally, and forever compromised, settled,
released, resolved, relinquished, waived, and discharged each and every Released Plaintiff’s Claim (as
defined in ¶ 36 below) against Defendants and the other Defendants’ Releasees (as defined in ¶ 37 below),
and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiff’s Claims
against any of the Defendants’ Releasees. In short, if you are a Settlement Class Member and do not
exclude yourself from the Settlement Class, you will be releasing all claims you have related to this Action,
as specified in ¶ 36 below.
36. “Released Plaintiff’s Claims” means any and all claims and causes of action of every nature and
description, including known claims and Unknown Claims, contingent or absolute, mature or not mature,
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liquidated or unliquidated, accrued or not accrued, concealed or hidden, regardless of legal or equitable
theory and whether arising under federal, state, common, or foreign law or any other law, rule, or
regulation, whether foreign or domestic, that Lead Plaintiff or any other member of the Settlement Class
(i) asserted in the Action; or (ii) could have asserted in the Action, or in any other action or in any other
forum, that arise out of, are based upon, are related to, or are in consequence of both (a) the allegations,
transactions, facts, matters or occurrences, representations, omissions, disclosures, non-disclosures,
matters that would have been barred by res judicata had the Action been fully litigated to a final judgment,
or failures to act that were involved, set forth, or referred to in the complaints filed in the Action; and
(b) the purchase or acquisition of iRhythm common stock during the Class Period. This release does not
cover, include, or release (i) any claims asserted in any related shareholder derivative action; (ii) any
claims related to enforcement of the Settlement; or (iii) any claims of any person or entity who or which
submits a request for exclusion from the Settlement Class that is accepted by the Court.
37. “Defendants’ Releasees” means Defendants and Former Individual Defendants and their
respective current and former parents, affiliates, subsidiaries, officers, directors, agents, successors,
predecessors, assigns, assignees, partnerships, general or limited partners, principals, trustees, trusts,
employees, Immediate Family members, insurers, claims administrators, reinsurers, heirs, executors,
administrators, attorneys, controlling shareholders, advisors (including financial or investment advisors),
accountants, auditors, consultants, underwriters, investment bankers, commercial bankers, limited liability
companies, joint ventures, and legal representatives, in their capacities as such, as well as any trust of
which any Defendants’ Releasee is the settlor or which is for the benefit of any of their Immediate Family
members.
38. “Unknown Claims” means any and all Released Plaintiff’s Claims which Lead Plaintiff or any
Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release
of such claims, which, if known by him, her, or it, might have affected his, her, or its decision(s) with
respect to this Settlement. With respect to any and all Released Claims, the Parties stipulate and agree
that, upon the Effective Date of the Settlement, Lead Plaintiff shall expressly waive, and each of the other
Settlement Class Members shall be deemed to have waived, and by operation of the Judgment or the
Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits
conferred by any law of any state or territory of the United States, or principle of common law or foreign
law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:
A general release does not extend to claims that the creditor or releasing party does not
know or suspect to exist in his or her favor at the time of executing the release and that, if
known by him or her, would have materially affected his or her settlement with the debtor
or released party.
Lead Plaintiff, other Settlement Class Members, or Defendants may hereafter discover facts, legal
theories, or authorities in addition to or different from those which any of them now knows or believes to
be true with respect to the Action, the Released Plaintiff’s Claims or the Released Defendants’ Claims,
but Lead Plaintiff and Defendants shall expressly, fully, finally, and forever settle and release, and each
Settlement Class Member shall be deemed to have fully, finally, and forever settled and released, and
upon the Effective Date and by operation of the Judgment or Alternative Judgment shall have settled and
released, fully, finally, and forever, any and all Released Plaintiff’s Claims and Released Defendants’
Claims as applicable, without regard to the subsequent discovery or existence of such different or
additional facts, legal theories, or authorities. Lead Plaintiff acknowledges, and each of the other
Settlement Class Members shall be deemed by operation of law to have acknowledged, that the foregoing
waiver was separately bargained for and a material, key element of the Settlement.
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HOW DO I PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED TO DO?
39. To be eligible for a payment from the Settlement, you must be a member of the Settlement Class
and you must timely complete and return a Claim Form to the Claims Administrator with adequate
supporting documentation postmarked (if mailed), or submitted online at
www.iRhythmSecuritiesLitigation.com, no later than October 1, 2026. A Claim Form is included with
this Notice, or you may obtain a copy from the website maintained by the Claims Administrator for the
Settlement, www.iRhythmSecuritiesLitigation.com, or you may request that a Claim Form be mailed to
you by calling the Claims Administrator toll-free at 1-866-457-5539, or by emailing the Claims
Administrator at [email protected]. Please retain all records of your ownership of
and transactions in iRhythm common stock, as they may be needed to document your Claim. The Parties
and Claims Administrator do not have information about your transactions in iRhythm common stock.
40. If you request exclusion from the Settlement Class or do not submit a timely and valid Claim Form,
you will not be eligible to share in the Net Settlement Fund.
HOW MUCH WILL MY PAYMENT BE?
41. At this time, it is not possible to make any determination as to how much any individual Settlement
Class Member may receive from the Settlement.
42. Pursuant to the Settlement, Defendants shall pay or cause to be paid a total of $45,000,000 in cash.
The Settlement Amount will be deposited into an escrow account. The Settlement Amount plus any
interest earned thereon is referred to as the “Settlement Fund.” If the Settlement is approved by the Court
and the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less: (i) any Taxes;
(ii) any Notice and Administration Costs; (iii) any Litigation Expenses awarded by the Court; (iv) any
attorneys’ fees awarded by the Court; and (v) any other costs or fees approved by the Court) will be
distributed to Settlement Class Members who submit valid Claim Forms, in accordance with the proposed
Plan of Allocation or such other plan of allocation as the Court may approve.
43. Approval of the Settlement is independent from approval of a plan of allocation. Any
determination with respect to the Plan of Allocation set forth in Appendix A, or another plan of allocation,
will not affect the Settlement, if approved.
44. Once the Court’s order or judgment approving the Settlement becomes Final and the Effective
Date has occurred, no Defendant, Defendants’ Releasee, or any other person or entity who or which paid
any portion of the Settlement Amount on Defendants’ behalf is entitled to get back any portion of the
Settlement Fund. Defendants shall not have any liability, obligation, or responsibility for the
administration of the Settlement, the disbursement of the Net Settlement Fund, or the Plan of Allocation.
45. Unless the Court otherwise orders, any Settlement Class Member who fails to submit a Claim
Form postmarked or received on or before October 1, 2026 shall be fully and forever barred from receiving
payments pursuant to the Settlement but will in all other respects remain a Settlement Class Member and
be subject to the provisions of the Stipulation, including the terms of any judgment entered and the
Releases given.
46. Participants in, and beneficiaries of, an iRhythm employee benefit plan covered by the Employee
Retirement Income Security Act of 1974 (“ERISA Plan”) should NOT include any information relating
to their transactions in iRhythm common stock held through the ERISA Plan in any Claim Form that they
submit in this Action. They should include ONLY those shares that they purchased or acquired outside of
the ERISA Plan.
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47. The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Claim of
any Settlement Class Member.
48. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to
his, her, or its Claim.
49. Only Settlement Class Members, i.e., persons and entities who purchased or otherwise acquired
iRhythm common stock during the Class Period and were damaged as a result of such purchases or
acquisitions, will be eligible to share in the distribution of the Net Settlement Fund. Persons and entities
that are excluded from the Settlement Class by definition or that exclude themselves from the Settlement
Class pursuant to request will not be eligible to receive a distribution from the Net Settlement Fund and
should not submit Claim Forms.
50. Appendix A to this Notice sets forth the Plan of Allocation for allocating the Net Settlement
Fund among Authorized Claimants, as proposed by Lead Plaintiff and Lead Counsel. At the
Settlement Hearing, Lead Counsel will request that the Court approve the Plan of Allocation. The
Court may modify the Plan of Allocation, or approve a different plan of allocation, without further
notice to the Settlement Class.
WHAT PAYMENT ARE THE ATTORNEYS FOR THE SETTLEMENT CLASS SEEKING?
HOW WILL THE LAWYERS BE PAID?
51. Lead Counsel has not received any payment for its services in pursuing claims against the
Defendants on behalf of the Settlement Class, nor has Lead Counsel been reimbursed for its out-of-pocket
expenses. Before final approval of the Settlement, Lead Counsel will apply to the Court for an award of
attorneys’ fees in an amount not to exceed 25% of the Settlement Fund (i.e., $11.25 million). At the same
time, Lead Counsel also intends to apply for payment of Litigation Expenses 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.
52. Lead Counsel’s motion for attorneys’ fees and Litigation Expenses will be filed by August 20,
2026. A copy of Lead Counsel’s motion for attorneys’ fees and Litigation Expenses will be available for
review at www.iRhythmSecuritiesLitigation.com once it is filed. The Court will determine the amount of
any award of attorneys’ fees or Litigation Expenses. Such sums as may be approved by the Court will be
paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or
expenses.
WHAT IF I DO NOT WANT TO BE A MEMBER OF THE SETTLEMENT CLASS?
HOW DO I EXCLUDE MYSELF?
53. Each Settlement Class Member will be bound by all determinations and judgments in this lawsuit,
whether favorable or unfavorable, unless such person or entity mails or delivers a letter requesting
exclusion addressed to: iRhythm Securities Litigation, EXCLUSIONS, c/o Strategic Claims Services, P.O.
Box 230, 600 N. Jackson Street, Suite 205, Media, PA 19063. The request for exclusion must be received
no later than October 1, 2026. You will not be able to exclude yourself from the Settlement Class after
that date. Each letter requesting exclusion must: (i) state the name, address, and telephone number of the
person or entity requesting exclusion, and in the case of entities, the name and telephone number of the
appropriate contact person; (ii) state that such person or entity “requests exclusion from the Settlement
Class in Glazing Employers and Glaziers’ Union Local #27 Pension and Retirement Fund v. iRhythm
Technologies, Inc., Case No. 3:24-cv-00706-JSC (N.D. Cal.)”; (iii) state the number of shares of iRhythm
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common stock that the person or entity requesting exclusion (A) owned as of the opening of trading on
July 25, 2022 and (B) purchased/acquired and/or sold during the Class Period (i.e., from July 25, 2022
through August 9, 2024, inclusive), as well as the dates, number of shares, and prices of each such
purchase/acquisition and/or sale; and (iv) be signed by the person or entity requesting exclusion or an
authorized representative. A letter requesting exclusion shall not be valid and effective unless it provides
all the information called for in this paragraph and is received within the time stated above, or is otherwise
accepted by the Court.
54. If you do not want to be part of the Settlement Class, you must follow these instructions for
exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating
to any Released Plaintiff’s Claim against any of the Defendants’ Releasees. Excluding yourself from the
Settlement Class is the only option that may allow you to be part of any other current or future lawsuit
against Defendants or any of the other Defendants’ Releasees concerning the Released Plaintiff’s Claims.
Please note, however, if you decide to exclude yourself from the Settlement Class, Defendants and the
other Defendants’ Releasees will have the right to assert any and all defenses they may have to any claims
that you may seek to assert.
55. If you ask to be excluded from the Settlement Class, you will not be eligible to receive any payment
from the Net Settlement Fund.
56. iRhythm has the right to terminate the Settlement if valid requests for exclusion are received from
persons and entities entitled to be members of the Settlement Class in an amount that exceeds an amount
agreed to by Lead Plaintiff and iRhythm.
WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE
SETTLEMENT? DO I HAVE TO COME TO THE HEARING?
MAY I SPEAK AT THE HEARING IF I DON’T LIKE THE SETTLEMENT?
57. Settlement Class Members do not need to attend the Settlement Hearing. The Court will
consider any submission made in accordance with the provisions below even if a Settlement Class
Member does not attend the hearing. You can participate in the Settlement without attending the
Settlement Hearing.
58. Please Note: The date and time of the Settlement Hearing may change without further written notice
to the Settlement Class. In addition, the Court may decide to change the format of the Settlement Hearing—
currently scheduled as a Zoom videoconference—without further written notice to the Settlement Class. In
order to determine whether the date and time of the Settlement Hearing have changed, or whether
Settlement Class Members must or may participate by phone or video or in person, it is important
that you monitor the Court’s docket and the website, www.iRhythmSecuritiesLitigation.com, before
making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing,
including any changes to the date or time of the hearing or updates regarding in-person or remote
appearances at the hearing, will be posted to www.iRhythmSecuritiesLitigation.com. Information for
accessing the hearing video conference will be posted to www.iRhythmSecuritiesLitigation.com.
59. The Settlement Hearing will be held on November 5, 2026 at 9:00 a.m. Pacific time, before the
Honorable Jacqueline Scott Corley, United States District Court Judge for the Northern District of
California, by Zoom videoconference. At the Settlement Hearing, the Court will determine, among other
things, (i) whether, for purposes of settlement, the Action should be certified as a class action on behalf
of the Settlement Class, Lead Plaintiff should be appointed as the class representative for the Settlement
Class, and Lead Counsel should be appointed as class counsel for the Settlement Class; (ii) whether the
Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to
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the Settlement Class, and should be finally approved by the Court; (iii) whether the Action should be
dismissed with prejudice against Defendants and the releases specified and described in the Stipulation
(and in this Notice) should be granted; (iv) whether the proposed Plan of Allocation should be approved
as fair and reasonable; and (v) whether Lead Counsel’s motion for attorneys’ fees and Litigation Expenses
should be approved. The Court reserves the right to approve the Settlement, the Plan of Allocation, Lead
Counsel’s request for attorneys’ fees and Litigation Expenses, and/or any other matter related to the
Settlement at or after the Settlement Hearing without further notice to the members of the Settlement
Class.
60. Any Settlement Class Member may object to the proposed Settlement, the proposed Plan of
Allocation, or Lead Counsel’s request for attorneys’ fees and Litigation Expenses. You can ask the Court
to deny approval by filing an objection. You cannot ask the Court to order a different settlement; the Court
can only approve or reject the Settlement. If the Court denies approval of the Settlement, no settlement
payments will be sent out and the Action will continue. If that is what you want to happen, then you should
object.
61. Any objection to the proposed Settlement must be in writing. If you submit a timely written
objection, you may, but are not required to, appear at the Settlement Hearing, either in person or through
your own attorney. If you appear through your own attorney, you are responsible for hiring and paying
that attorney. All written objections and supporting papers must: (a) clearly identify the case name and
number (Glazing Employers and Glaziers’ Union Local #27 Pension and Retirement Fund v. iRhythm
Technologies, Inc., Case No. 3:24-cv-00706-JSC (N.D. Cal.)); (b) be submitted to the Court either by
filing them in person at any location of the United States District Court for the Northern District of
California or by mailing them to the Class Action Clerk, United States District Court for the Northern
District of California, Phillip Burton Federal Building, 450 Golden Gate Avenue, San Francisco, CA
94102; and (c) be filed or postmarked on or before October 1, 2026. Objectors represented by counsel
may file objections electronically by ECF.
62. Any objection must: (a) identify the name, address, and telephone number of the person or entity
objecting and be signed by the objector; (b) state with specificity the grounds for the Settlement Class
Member’s objection, including any legal and evidentiary support the Settlement Class Member wishes to
bring to the Court’s attention and whether the objection applies only to the objector, to a specific subset
of the Settlement Class, or to the entire Settlement Class; and (c) must include documents sufficient to
prove membership in the Settlement Class, including the number of shares of iRhythm common stock that
the objecting Settlement Class Member (i) owned as of the opening of trading on July 25, 2022 and
(ii) purchased/acquired and/or sold during the Class Period (i.e., from July 25, 2022 through August 9,
2024, inclusive), as well as the dates, number of shares, and prices of each such purchase/acquisition and
sale. Documentation establishing membership in the Settlement Class may consist of copies of trade
confirmations or monthly account statements, or an authorized statement from the objector’s broker or
financial institution containing the transactional and holding information found in a trade confirmation or
account statement. You may not object to the Settlement, Plan of Allocation, or Lead Counsel’s
request for attorneys’ fees and Litigation Expenses if you exclude yourself from the Settlement Class
or if you are not a Settlement Class Member.
63. If you wish to appear and speak about your objection at the Settlement Hearing, you must state
that you intend to appear at the hearing in your objection or send a letter stating that you intend to appear
at the Settlement Hearing in Glazing Employers and Glaziers’ Union Local #27 Pension and Retirement
Fund v. iRhythm Technologies, Inc., Case No. 3:24-cv-00706-JSC (N.D. Cal.) to the Clerk of Court at the
address set forth in ¶ 61 above so that it is filed or postmarked on or before October 1, 2026. Persons
who intend to object and desire to present evidence at the Settlement Hearing must include in their written
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objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they
intend to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the
Court.
64. Unless the Court orders otherwise, any Settlement Class Member who does not object in the
manner described above will be deemed to have waived any objection and shall be forever foreclosed
from making any objection to the proposed Settlement, the proposed Plan of Allocation, or Lead
Counsel’s request for attorneys’ fees and Litigation Expenses. Settlement Class Members do not
need to appear at the Settlement Hearing or take any other action to indicate their approval.
WHAT IF I DO NOTHING?
65. If you do nothing, all of your Released Plaintiff’s Claims (see ¶ 36 above) against Defendants and
the other Defendants’ Releasees will be released, and you will not receive any payment from the
Settlement because it is necessary that you submit a Claim Form in order to be eligible to share in the
Settlement proceeds.
WHAT IF I BOUGHT SHARES OF iRHYTHM COMMON STOCK ON
SOMEONE ELSE’S BEHALF?
66. If you purchased or otherwise acquired shares of iRhythm common stock from July 25, 2022
through August 9, 2024, inclusive, for the beneficial interest of persons or entities other than yourself, you
must either (i) within seven (7) calendar days of receipt of this Notice, request from the Claims
Administrator sufficient copies of the Notice and Claim Form (the “Notice Packet”) and the link to the
electronic Notice Packet to forward to all such beneficial owners and within seven (7) calendar days of
receipt of those Notice Packets and links to the electronic Notice Packet forward the Notice Packets to all
such beneficial owners for whom you have postal mailing addresses and forward the link to the electronic
Notice Packet to all such beneficial owners for whom you have email addresses (if you have both forms
of address for the same beneficial owner, send the Notice Packet by both means); or (ii) within seven (7)
calendar days of receipt of this Notice, provide a list of the names, addresses, and e-mail addresses, if
available, of all such beneficial owners to iRhythm Securities Litigation, c/o Strategic Claims Services,
P.O. Box 230, 600 N. Jackson Street, Suite 205, Media, PA 19063. If you choose the second option, the
Claims Administrator will send a copy of the Notice Packet to the beneficial owners you have identified.
Upon full compliance with these directions, nominees may seek reimbursement of their reasonable
expenses actually incurred in complying with these directions by providing the Claims Administrator with
proper documentation supporting the expenses for which reimbursement is sought. Brokers, nominees,
and their agents shall forward the Notice Packet to (or identify names, mailing addresses, and e-
mail addresses of) all beneficial owners who purchased or otherwise acquired iRhythm common
stock during the Class Period, regardless of whether or not those beneficial owners have enrolled in
a claim-filing program with their broker or financial institution. Reasonable expenses shall not exceed
$0.05 per mailing record provided to the Claims Administrator; $0.05 per unit for each Notice Packet
actually mailed plus postage at the rate used by the Claims Administrator; and $0.05 per Notice Packet
sent via email. Such properly documented expenses incurred by nominees in compliance with these
directions shall be paid from the Settlement Fund, with any disputes as to the reasonableness or
documentation of expenses incurred subject to review by the Court.
67. Copies of the Notice and the Claim Form may be obtained from the website for the Settlement,
www.iRhythmSecuritiesLitigation.com, by calling the Claims Administrator toll-free at 1-866-457-5539,
or by emailing the Claims Administrator at [email protected].
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CAN I SEE THE COURT FILE? WHO SHOULD I CONTACT IF I HAVE QUESTIONS?
68. This Notice contains only a summary of the terms of the proposed Settlement. For the full terms
and conditions of the Settlement, please review the Stipulation at www.iRhythmSecuritiesLitigation.com.
Copies of any related orders entered by the Court and other Settlement related filings in this Action will
also be posted on the website, www.iRhythmSecuritiesLitigation.com.
69. All inquiries concerning this Notice and the Claim Form should be directed to:
iRhythm Securities Litigation Bernstein Litowitz Berger & Grossmann LLP
c/o Strategic Claims Services Katherine M. Sinderson
P.O. Box 230 1251 Avenue of the Americas
600 N. Jackson Street, Suite 205 New York, NY 10020
Media, PA 19063
1-800-380-8496
1-866-457-5539 www.blbglaw.com
[email protected]
www.iRhythmSecuritiesLitigation.com
PLEASE DO NOT CALL OR WRITE THE COURT,
THE COURT’S CLERK’S OFFICE, DEFENDANTS, OR
DEFENDANTS’ COUNSEL REGARDING THIS NOTICE.
DATED: July 28, 2026 BY ORDER OF THE COURT
United States District Court
Northern District of California
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APPENDIX A
PLAN OF ALLOCATION OF THE NET SETTLEMENT FUND
70. As discussed above, the Settlement provides $45 million in cash for the benefit of the Settlement
Class. The Settlement Amount and any interest it earns constitute the “Settlement Fund.” The Settlement
Fund, after deduction of Court-approved attorneys’ fees and Litigation Expenses, Notice and
Administration Costs, Taxes, and any other fees or expenses approved by the Court, is the “Net Settlement
Fund.” If the Settlement is approved by the Court, the Net Settlement Fund will be distributed to eligible
Authorized Claimants, i.e., Settlement Class Members who timely submit valid Claim Forms that are
accepted for payment by the Court, in accordance with a plan of allocation to be adopted by the Court.
Settlement Class Members who do not timely submit valid Claim Forms will not share in the Net
Settlement Fund, but will otherwise be bound by the Settlement.
71. The Plan of Allocation (the “Plan”) set forth herein is the plan that is being proposed to the Court
for approval by Lead Plaintiff after consultation with its damages experts. The Court may approve the
Plan with or without modification, or approve another plan of allocation, without further notice to the
Settlement Class. Any Orders regarding a modification to the Plan will be posted to
www.iRhythmSecuritiesLitigation.com. Defendants have had, and will have, no involvement or
responsibility for the terms or application of the Plan.
72. The objective of the Plan of Allocation is to equitably distribute the Net Settlement Fund among
Authorized Claimants who suffered economic losses as a proximate result of the wrongdoing alleged in
the Action. The calculations made pursuant to the Plan of Allocation are not intended to be estimates of,
nor indicative of, the amounts that Settlement Class Members might have been able to recover after a trial.
Nor are the calculations pursuant to the Plan of Allocation intended to be estimates of the amounts that
will be paid to Authorized Claimants pursuant to the Settlement. The computations under the Plan of
Allocation are only a method to weigh the claims of Authorized Claimants against one another for the
purposes of making pro rata allocations of the Net Settlement Fund.
73. The Plan reflects the assumption that Defendants’ alleged false and misleading statements and
material omissions proximately caused the price of iRhythm common stock to be artificially inflated
throughout the Class Period. In calculating the estimated artificial inflation, Lead Plaintiff’s damages
expert considered the impact of public announcements that Lead Plaintiff believes corrected Defendants’
alleged false and misleading statements and material omissions, reflected in price changes in iRhythm
common stock on November 2, 2022 through November 7, 2022, May 5, 2023, May 31, 2023 through
June 2, 2023, July 2, 20243 through July 3, 2024, August 2, 2024, and August 12, 2024, adjusting for price
changes attributable to market or industry factors on those days.
74. To determine the daily artificial inflation per share, the applied methodology utilized a constant-
dollar inflation. The dollar amount inflation in the price of each share of iRhythm common stock based
on this analysis for each trading day in the Class Period is set forth in Table A below.
75. Under the Plan, Recognized Loss Amounts are based primarily on the difference in the amount of
alleged artificial inflation in the prices of iRhythm common stock at the time of purchase or acquisition
and at the time of sale, or the difference between the actual purchase price and sale price. In order to have
a Recognized Loss Amount under the Plan of Allocation, a Settlement Class Member who purchased or
otherwise acquired iRhythm common stock during the Class Period must have held those shares through
3
The Second Amended Complaint alleges a stock price decline following the alleged corrective disclosure
of the DOJ Filing on July 1, 2024; however, as this filing occurred after hours, the first market impact date
is July 2, 2024.
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at least the close of trading on November 1, 2022 or, if purchased after that date, through at least one of
the subsequent alleged corrective disclosure dates.
CALCULATION OF RECOGNIZED LOSS AMOUNT
76. Based on the formula stated below, a “Recognized Loss Amount” will be calculated for each
purchase or acquisition of iRhythm common stock during the Class Period that is listed on the Claim Form
and for which adequate documentation is provided. If a Recognized Loss Amount calculates to a negative
number or zero under the formula below, that Recognized Loss Amount will be zero.4
77. For each share of iRhythm common stock purchased or otherwise acquired during the Class Period
(that is, the period from July 25, 2022, through August 9, 2024, inclusive), and:
A. Sold prior to the close of trading on November 1, 2022, the Recognized Loss Amount will
be $0.00.
B. Sold from November 2, 2022 through and including the close of trading on August 9, 2024,
the Recognized Loss Amount will be the lesser of: (i) the amount of artificial inflation on
the purchase/acquisition date as stated in Table A below minus the amount of artificial
inflation on the sale date as stated in Table A below; or (ii) the purchase/acquisition price
minus the sale price.
C. Sold from August 12, 2024, through and including the close of trading on November 8,
2024, the Recognized Loss Amount will be the least of: (i) the amount of artificial inflation
on the purchase/acquisition date as stated in Table A below; (ii) the purchase/acquisition
price minus the average closing price from August 12, 2024 through the date of sale as
stated in Table B below; or (iii) the purchase/acquisition price minus the sale price.
D. Held as of the close of trading on November 8, 2024, the Recognized Loss Amount will be
the lesser of: (i) the amount of artificial inflation on the purchase/acquisition date as stated
in Table A below, or (ii) the purchase/acquisition price minus $70.38.5
ADDITIONAL PROVISIONS
78. Calculation of Claimant’s “Recognized Claim”: A Claimant’s “Recognized Claim” will be the
sum of his, her, or its Recognized Loss Amounts as calculated under ¶ 77 above.
79. FIFO Matching: If a Claimant made more than one purchase/acquisition or sale of iRhythm
common stock during the Class Period, all purchases/acquisitions and sales will be matched on a First In,
4
Any transactions in iRhythm common stock executed outside of regular trading hours for the U.S.
financial markets shall be deemed to have occurred during the next regular trading session.
5
Pursuant to Section 21D(e)(1) of the Exchange Act, “in any private action arising under this title in which
the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages
to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as
appropriate, by the plaintiff for the subject security and the mean trading price of that security during the
90-day period beginning on the date on which the information correcting the misstatement or omission
that is the basis for the action is disseminated to the market.” Consistent with the requirements of the
Exchange Act, Recognized Loss Amounts are reduced to an appropriate extent by taking into account the
closing prices of iRhythm common stock during the “90-day look-back period” from August 12, 2024
(the first day that U.S. financial markets were open subsequent to the Class Period) through November 8,
2024, inclusive. The mean (average) closing price for iRhythm common stock during this period was
$70.38.
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First Out (“FIFO”) basis. Class Period sales will be matched first against any holdings at the beginning of
the Class Period and then against purchases/acquisitions in chronological order, beginning with the earliest
purchase/acquisition made during the Class Period.
80. Purchase/Sale Prices: For the purposes of calculations in ¶ 77 above, “purchase/acquisition
price” means the actual price paid, excluding any fees, commissions, and taxes, and “sale price” means
the actual amount received, not deducting any fees, commissions, and taxes.
81. “Purchase/Acquisition/Sale” Dates: Purchases or acquisitions and sales of iRhythm common
stock will be deemed to have occurred on the “contract” or “trade” date as opposed to the “settlement” or
“payment” date. The receipt or grant by gift, inheritance, or operation of law of iRhythm common stock
during the Class Period will not be deemed a purchase, acquisition, or sale of iRhythm common stock for
the calculation of a Claimant’s Recognized Loss Amount, nor will the receipt or grant be deemed an
assignment of any claim relating to the purchase/acquisition/sale of iRhythm common stock unless (i) the
donor or decedent purchased or otherwise acquired or sold such iRhythm common stock during the Class
Period; (ii) the instrument of gift or assignment specifically provides that it is intended to transfer such
rights; and (iii) no claim was submitted by or on behalf of the donor, on behalf of the decedent, or by
anyone else with respect to shares of iRhythm common stock.
82. Short Sales: The date of covering a “short sale” is deemed to be the date of purchase or acquisition
of the iRhythm common stock. The date of a “short sale” is deemed to be the date of sale of the iRhythm
common stock. In accordance with the Plan of Allocation, however, the Recognized Loss Amount on
“short sales” and the purchases covering “short sales” is zero.
83. In the event that a Claimant has an opening short position in iRhythm common stock, the earliest
purchases or acquisitions of iRhythm common stock during the Class Period will be matched against such
opening short position, and not be entitled to a recovery, until that short position is fully covered.
84. Common Stock Purchased/Sold Through the Exercise of Options: Option contracts are not
securities eligible to participate in the Settlement. With respect to iRhythm common stock purchased or
sold through the exercise of an option, the purchase/sale date of the common stock is the exercise date of
the option, and the purchase/sale price is the exercise price of the option.
85. Market Gains and Losses: The Claims Administrator will determine if the Claimant had a
“Market Gain” or a “Market Loss” with respect to his, her, or its overall transactions in iRhythm common
stock during the Class Period. For purposes of making this calculation, the Claims Administrator shall
determine the difference between (i) the Claimant’s Total Purchase Amount6 and (ii) the sum of the
Claimant’s Total Sales Proceeds7 and the Claimant’s Holding Value.8 If the Claimant’s Total Purchase
Amount minus the sum of the Claimant’s Total Sales Proceeds and the Claimant’s Holding Value is a
6
The “Total Purchase Amount” is the total amount the Claimant paid (excluding all fees, taxes, and
commissions) for all shares of iRhythm common stock purchased or acquired during the Class Period.
7
The Claims Administrator shall match any sales of iRhythm common stock during the Class Period first
against the Claimant’s opening position in iRhythm common stock (the proceeds of those sales will not
be considered for purposes of calculating market gains or losses). The total amount received (not deducting
any fees, taxes and commissions) for sales of the remaining shares of iRhythm common stock sold during
the Class Period is the “Total Sales Proceeds.”
8
The Claims Administrator shall ascribe a “Holding Value” of $64.64 to each share of iRhythm common
stock purchased or acquired during the Class Period that was still held as of the close of trading on August
9, 2024.
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positive number, that number will be the Claimant’s Market Loss; if the number is a negative number or
zero, that number will be the Claimant’s Market Gain.
86. If a Claimant had a Market Gain with respect to his, her, or its overall transactions in iRhythm
common stock during the Class Period, the value of the Claimant’s Recognized Claim will be zero, and
the Claimant will in any event be bound by the Settlement. If a Claimant suffered an overall Market Loss
with respect to his, her, or its overall transactions in iRhythm common stock during the Class Period but
that Market Loss was less than the Claimant’s Recognized Claim, then the Claimant’s Recognized Claim
will be limited to the amount of the Market Loss.
87. Determination of Distribution Amount: The Net Settlement Fund will be distributed to
Authorized Claimants on a pro rata basis based on the relative size of their Recognized Claims.
Specifically, a “Distribution Amount” will be calculated for each Authorized Claimant, which will be the
Authorized Claimant’s Recognized Claim divided by the total Recognized Claims of all Authorized
Claimants, multiplied by the total amount in the Net Settlement Fund.
88. If an Authorized Claimant’s Distribution Amount calculates to less than $10.00, no distribution
will be made to that Authorized Claimant. Those funds will be included in the distribution to Authorized
Claimants whose Distribution Amount is $10.00 or more.
89. After the initial distribution of the Net Settlement Fund, the Claims Administrator will make
reasonable and diligent efforts to have Authorized Claimants cash their distribution checks. To the extent
any monies remain in the Net Settlement Fund six (6) months after the initial distribution, if Lead Counsel,
in consultation with the Claims Administrator, determines that it is cost-effective to do so, the Claims
Administrator will conduct a re-distribution of the funds remaining after payment of any unpaid fees and
expenses incurred in administering the Settlement, including for such re-distribution, to Authorized
Claimants who have cashed their initial distributions and who would receive at least $10.00 from such re-
distribution. Additional re-distributions to Authorized Claimants who have cashed their prior checks may
occur thereafter if Lead Counsel, in consultation with the Claims Administrator, determines that additional
re-distributions, after the deduction of any additional fees and expenses incurred in administering the
Settlement, including for such re-distributions, would be cost-effective. At such time as it is determined
that the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, the remaining
balance will be contributed to the Bluhm Legal Clinic Complex Civil Litigation and Investor Protection
Center at the Northwestern Pritzker School of Law.
90. Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be approved
by the Court, will be conclusive against all Claimants. No person shall have any claim against Lead
Plaintiff, Lead Counsel, Lead Plaintiff’s damages experts, Lead Plaintiff’s consulting experts, Defendants,
Defendants’ Counsel, or any of the other Plaintiff’s Releasees or Defendants’ Releasees, or the Claims
Administrator or other agent designated by Lead Counsel arising from distributions made substantially in
accordance with the Stipulation, the plan of allocation approved by the Court, or further Orders of the
Court. Lead Plaintiff, Defendants, and their respective counsel, and all other Defendants’ Releasees, shall
have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund or
the Net Settlement Fund; the Plan of Allocation; the determination, administration, calculation, or
payment of any Claim or nonperformance of the Claims Administrator; the payment or withholding of
Taxes; or any losses incurred in connection therewith.
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TABLE A
Artificial Inflation in iRhythm Common Stock
July 25, 2022 through August 9, 2024
Artificial Inflation
Transaction Date
Per-Share
July 25, 2022 - November 1, 2022 $78.83
November 2, 2022 $78.72
November 3, 2022 $68.48
November 4, 2022 $63.23
November 7, 2022 - May 4, 2023 $60.44
May 5, 2023 - May 30, 2023 $47.18
May 31, 2023 $40.09
June 1, 2023 $33.61
June 2, 2023 - July 1, 2024 $27.03
July 2, 2024 $19.22
July 3, 2024 - August 1, 2024 $16.64
August 2, 2024 - August 9, 2024 $6.14
August 12, 2024 and later $0.00
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TABLE B
90-Day Look-back Table for iRhythm Common Stock
Closing Price and Average Closing Price
August 12, 2024 through November 8, 2024
Average Closing Average Closing
Price from Price from
Closing Closing
Date August 12, 2024 Date August 12, 2024
Price Price
through Date through Date
Shown Shown
Aug. 12, 2024 $64.64 $64.64 Sept. 26, 2024 $71.63 $70.04
Aug. 13, 2024 $66.48 $65.56 Sept. 27, 2024 $72.87 $70.13
Aug. 14, 2024 $66.49 $65.87 Sept. 30, 2024 $74.24 $70.24
Aug. 15, 2024 $66.62 $66.06 Oct. 1, 2024 $71.58 $70.28
Aug. 16, 2024 $65.48 $65.94 Oct. 2, 2024 $71.03 $70.30
Aug. 19, 2024 $69.68 $66.56 Oct. 3, 2024 $66.28 $70.20
Aug. 20, 2024 $69.93 $67.05 Oct. 4, 2024 $62.71 $70.00
Aug. 21, 2024 $70.67 $67.50 Oct. 7, 2024 $60.36 $69.76
Aug. 22, 2024 $69.84 $67.76 Oct. 8, 2024 $60.19 $69.53
Aug. 23, 2024 $70.01 $67.98 Oct. 9, 2024 $58.67 $69.27
Aug. 26, 2024 $69.81 $68.15 Oct. 10, 2024 $57.38 $68.99
Aug. 27, 2024 $67.95 $68.13 Oct. 11, 2024 $57.07 $68.72
Aug. 28, 2024 $68.56 $68.17 Oct. 14, 2024 $57.94 $68.48
Aug. 29, 2024 $72.42 $68.47 Oct. 15, 2024 $60.13 $68.30
Aug. 30, 2024 $70.88 $68.63 Oct. 16, 2024 $61.77 $68.16
Sept. 3, 2024 $68.00 $68.59 Oct. 17, 2024 $62.49 $68.04
Sept. 4, 2024 $68.98 $68.61 Oct. 18, 2024 $62.67 $67.93
Sept. 5, 2024 $65.21 $68.43 Oct. 21, 2024 $62.10 $67.82
Sept. 6, 2024 $67.20 $68.36 Oct. 22, 2024 $75.59 $67.97
Sept. 9, 2024 $69.98 $68.44 Oct. 23, 2024 $74.36 $68.09
Sept. 10, 2024 $72.41 $68.63 Oct. 24, 2024 $78.12 $68.28
Sept. 11, 2024 $74.83 $68.91 Oct. 25, 2024 $75.68 $68.42
Sept. 12, 2024 $74.76 $69.17 Oct. 28, 2024 $76.30 $68.56
Sept. 13, 2024 $76.61 $69.48 Oct. 29, 2024 $77.00 $68.71
Sept. 16, 2024 $73.70 $69.65 Oct. 30, 2024 $75.77 $68.84
Sept. 17, 2024 $71.51 $69.72 Oct. 31, 2024 $72.44 $68.90
Sept. 18, 2024 $71.03 $69.77 Nov. 1, 2024 $75.04 $69.00
Sept. 19, 2024 $73.08 $69.88 Nov. 4, 2024 $81.44 $69.21
Sept. 20, 2024 $70.00 $69.89 Nov. 5, 2024 $86.68 $69.50
Sept. 23, 2024 $70.05 $69.89 Nov. 6, 2024 $89.50 $69.82
Sept. 24, 2024 $70.30 $69.91 Nov. 7, 2024 $88.76 $70.12
Sept. 25, 2024 $72.69 $69.99 Nov. 8, 2024 $86.48 $70.38
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