Impinj Inc 8-K, filed Sep 11, 2026
Impinj Inc (PI)
About this 8-K
Impinj Inc filed this 8-K on September 11, 2026, reporting on events of September 10, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. |
Other Events. |
On September 10, 2026, Impinj, Inc. (the “Company”) entered into privately-negotiated exchange agreements with certain holders of the Company’s outstanding 1.125% Convertible Senior Notes due 2027 (the “2027 Notes”) in which the Company agreed to exchange approximately $56.5 million in cash and approximately 188,451 shares of common stock based on the Reference Price (as described below) for $56.3 million in aggregate principal amount of the outstanding 2027 Notes (the “2027 Notes Exchange”). The foregoing amounts of cash and stock are subject to adjustment during a 2-day measurement period ending September 14, 2026. Accordingly, such approximate amounts are estimates based on an assumed price per share of the Company’s common stock equal to the closing price per share of common stock on The Nasdaq Global Select Market on the date of the applicable Exchange Agreement and the Reference Price used in the Exchange Transactions. The actual amounts of cash paid and shares of common stock issued could vary depending on changes in the trading price of the Company’s common stock during the measurement period. Closings of the 2027 Notes Exchange are expected to take place on or about September 16, 2026. The Company will use cash on hand to fund the 2027 Notes Exchange. Immediately following the closings of the 2027 Notes Exchange, approximately $1.0 million aggregate principal amount of the 2027 Notes will remain outstanding.
The 2027 Notes Exchange is being conducted as a private placement and the shares of common stock issued in the 2027 Notes Exchange will be issued pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and are being offered only to persons believed to be a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration based on the representations made by the holders of the 2027 Notes participating in the 2027 Notes Exchange.
On September 10, 2026, the Company issued a press release relating to the 2027 Notes Exchange, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 |
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104 |
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Inline XBRL for the cover page of this Current Report on Form 8-K. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Impinj, Inc. |
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Date: September 10, 2026 |
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By: |
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/s/ Chris Diorio |
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Chris Diorio |
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Chief Executive Officer |
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Impinj Announces Exchange of 1.125% Convertible Senior Notes due 2027
SEATTLE, September 10, 2026 – Impinj, Inc. (Nasdaq: PI), a leading RAIN RFID provider and Internet of Things pioneer, today announced that it entered into privately-negotiated exchange agreements with certain holders of its outstanding 1.125% Convertible Senior Notes due 2027 (the “2027 Notes”) in which Impinj agreed to exchange approximately $56.5 million in cash and approximately 188,451 shares of common stock based on the Reference Price (as described below) for $56.3 million in aggregate principal amount of the outstanding 2027 Notes (the “2027 Notes Exchange”). The foregoing amounts of cash and stock are subject to adjustment during a 2-day measurement period ending September 14, 2026. Accordingly, such approximate amounts are estimates based on an assumed price per share of Impinj’s common stock equal to the closing price per share of common stock on The Nasdaq Global Select Market on the date of the applicable Exchange Agreement and the Reference Price used in the Exchange Transactions. The actual amounts of cash paid and shares of common stock issued could vary depending on changes in the trading price of Impinj’s common stock during the measurement period. Closings of the 2027 Notes Exchange are expected to take place on or about September 16, 2026. Impinj will use cash on hand to fund the 2027 Notes Exchange. Immediately following the closings of the 2027 Notes Exchange, approximately $1.0 million aggregate principal amount of the 2027 Notes will remain outstanding.
The 2027 Notes Exchange is being conducted as a private placement and the shares of common stock issued in the 2027 Notes Exchange will be issued pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and are being offered only to persons believed to be a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act. Impinj is relying on this exemption from registration based on the representations made by the holders of the 2027 Notes participating in the 2027 Notes Exchange.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the expected closing of the 2027 Notes Exchange and the impact on the outstanding aggregate principal amount of the 2027 Notes. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Potential risks and uncertainties that could cause actual results to differ materially from the results predicted include, among others, changes in the convertible note and other capital markets; and those risks and uncertainties included under the caption “Risk Factors” and elsewhere in our annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the U.S. Securities and Exchange Commission.
About Impinj
Impinj (Nasdaq: PI) delivers Physical Intelligence (PI), connecting the physical world to the AI-powered digital world to fuel smarter automated workflows and improve consumer experiences. From retail merchandise and groceries to packages and shipping pallets, Impinj products and solutions identify and track tens of billions of everyday items, providing real-time insights that enable businesses to visualize everything, waste nothing, and act instantly.
www.impinj.com | 400 Fairview Ave. N, Suite 1200 | Seattle, WA 98109 | Tel +1-206-517-5300
For more information, contact:
Investor Relations
Andy Cobb, CFA
Vice President, Corporate Finance & Investor Relations
+1 206-315-4470
ir@impinj.com
Media Relations
Bassil Elkadi
Senior Director, Communications & Public Relations
+1 206-517-5300
comms@impinj.com
www.impinj.com | 400 Fairview Ave. N, Suite 1200 | Seattle, WA 98109 | Tel +1-206-517-5300