Exhibit 99.2
IRHYTHM ANNOUNCES CLOSING OF $661.25 MILLION OF 1.50% CONVERTIBLE SENIOR NOTES
DUE 2029, INCLUDING FULL EXERCISE OF INITIAL PURCHASERS $86.25 MILLION OPTION TO
PURCHASE ADDITIONAL NOTES
SAN
FRANCISCO, MARCH 8, 2024 (GLOBE NEWSWIRE) iRhythm Technologies, Inc. (iRhythm) (NASDAQ: IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict and help
prevent disease, announced today the closing of its offering of 1.50% Convertible Senior Notes due 2029 (the notes) for gross proceeds of $661.25 million in a private placement to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). The proceeds include the full exercise of the option granted by iRhythm to the initial purchasers of the notes to purchase up
to an additional $86.25 million aggregate principal amount of notes.
The notes are senior, unsecured obligations of iRhythm, and will bear interest
at a rate of 1.50% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024. The notes will mature on September 1, 2029, unless earlier converted, repurchased or redeemed
in accordance with the terms of the notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding June 1, 2029, the notes are convertible at the option of holders of the notes only upon satisfaction of certain
conditions and during certain periods, and thereafter, the notes are convertible at the option of holders at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date, regardless of
whether such conditions have been met. Upon conversion, the notes may be settled in shares of iRhythms common stock, cash or a combination of cash and shares of iRhythms common stock, at the election of iRhythm. The initial conversion
rate is 6.7927 shares of iRhythms common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $147.22 per share of iRhythms common stock, representing an approximate 35.0% premium based
on the last reported sale price of iRhythms common stock on The Nasdaq Global Select Market on March 4, 2024 of $109.05 per share). The initial conversion rate and the corresponding conversion price are subject to adjustment upon the
occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. Prior to September 5, 2027, the notes are not redeemable. On or after September 5, 2027, and prior to June 1, 2029, iRhythm may redeem for
cash all or part of the notes, at its option, subject to a partial redemption limitation, if the last reported sale price of iRhythms common stock has been at least 130% of the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which iRhythm provides notice of redemption.
Holders of the notes have the right to require iRhythm to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any
accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the notes). iRhythm is also required to increase, in certain circumstances, the conversion rate for holders who convert their notes in
connection with certain fundamental changes occurring prior to the maturity date or convert their notes called (or deemed called) for redemption following the delivery by iRhythm of a notice of redemption.
iRhythm estimates that the net proceeds from the offering are approximately $643.6 million, after deducting the initial purchasers discount and
estimated offering expenses payable by iRhythm.
iRhythm used approximately $72.4 million of the net proceeds from the offering to pay the cost of
the capped call transactions, as described below. In addition, iRhythm used approximately $80.2 million of the net proceeds from the offering for the repayment in full of the indebtedness outstanding, together with accrued and unpaid interest
and related fees, under iRhythms Credit, Security and Guaranty Agreement (the Loan Agreement), with Braidwell Transaction Holdings LLC Series 5, which consisted of borrowings under the initial tranche of the Loan
Agreements term loan facility. iRhythm also used approximately $25.0 million of the net proceeds from the offering to repurchase 229,252 shares of iRhythms common stock in connection with the offering at a purchase price of $109.05
per share in privately negotiated transactions effected through one of the initial purchasers or its affiliate. These repurchases could increase (or reduce the size of any decrease in) the market price of iRhythms common stock, and could
result in a higher effective conversion price for the notes. iRhythm intends to use the remainder of the net proceeds from the offering for general corporate purposes, which may include sales and marketing activities, medical affairs and educational
efforts, research and development and clinical studies, and working capital, capital expenditures, and investments in and acquisitions of other companies, products or technologies in the future.