UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Impinj, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 22, 2023, the Board of Directors (the “Board”) of Impinj, Inc. (the “Company”) set the size of the Board at eight directors and appointed Miron L. Washington to serve as a director, with an initial term expiring at the Company’s next annual meeting of stockholders, in each case effective as of April 2, 2023.

There are no arrangements or understandings between Mr. Washington, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Washington was selected as a director. There are no related party transactions between the Company and Mr. Washington (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Washington does not have any family relationships with any of the Company’s directors or executive officers. Mr. Washington will participate in the Company’s outside director compensation policy as in effect from time to time. In addition, Mr. Washington will enter into a standard indemnification agreement in the form previously approved by the Board.

A copy of the press release announcing Mr. Washington’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.