8-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2026

Impinj, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

001-37824

91-2041398

(State or other jurisdiction

of incorporation)

(Commission

File Number)

 

(IRS Employer

Identification No.)

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(Address of principal executive offices, including zip code)

 

(206) 517-5300

(Registrant’s telephone number, including area code)

 

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

PI

The Nasdaq Global Select Market

 

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).

 

 

 

 

Emerging growth company

 

 

 

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.

 

Between March 11 and 13, 2026, Impinj entered into separate, privately negotiated repurchase agreements with certain holders of its 1.125% Convertible Notes due 2027 (the “Notes”) to repurchase for cash (the “Repurchases”) approximately $40.2 million aggregate principal amount of the Notes for a total repurchase cost (including accrued and unpaid interest) of approximately $47.2 million. Following the closings of the Repurchases, approximately $57.3 million aggregate principal amount of the Notes will remain outstanding.

 

On March 16, 2026, the Company issued a press release relating to the Repurchases, 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

 

Press release dated March 16, 2026.

 

 

 

104

 

Inline XBRL for the cover page of this Current Report on Form 8-K.

 


SIGNATURES

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.

 

 

 

Impinj, Inc.

 

 

By:

/s/ Chris Diorio

 

Chris Diorio

Chief Executive Officer

 

Date: March 16, 2026


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Impinj Announces Partial Repurchase of 1.125% Convertible Notes due 2027

 

SEATTLE, March 16, 2026 – Impinj, Inc. (Nasdaq: PI), today announced that it entered into separate, privately negotiated repurchase agreements with certain holders of its 1.125% Convertible Notes due 2027 (the “Notes”) to repurchase for cash (the “Repurchases”) approximately $40.2 million aggregate principal amount of the Notes for a total repurchase cost (including accrued and unpaid interest) of approximately $47.2 million. The Repurchases are expected to close on March 16, 2026. Following such closings, approximately $57.3 million aggregate principal amount of the Notes will remain outstanding.

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 repurchases and the impact on the outstanding aggregate principal amount of the 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) helps businesses and people analyze, optimize, and innovate by wirelessly connecting billions of everyday things — such as apparel, automobile parts, luggage, and shipments — to the Internet. The Impinj platform uses RAIN RFID to deliver timely data about these everyday things to business and consumer applications, enabling a boundless Internet of Things. www.impinj.com

For more information, contact:
Investor Relations

Andy Cobb, CFA

Vice President, Corporate Finance & Investor Relations
+1 206-315-4470
[email protected]

 

Media Relations

Emily Schauer
Senior Corporate Communications Manager
+1 206-209-2923
[email protected]

 

www.impinj.com | 400 Fairview Ave. N, Suite 1200 | Seattle, WA 98109 | Tel +1-206-517-5300