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8-K

Impinj Inc (PI)

8-K 2026-02-05 For: 2026-02-05
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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): February 5, 2026

Impinj, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-37824 91-2041398
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (IRS Employer<br><br>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 2.02 Results of Operations and Financial Conditions

On February 5, 2026, Impinj, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2025. A copy of the press release, entitled “Impinj Reports Fourth Quarter and Full Year 2025 Financial Results” is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated February 5, 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<br><br>Chief Executive Officer

Date: February 5, 2026

EX-99.1

Exhibit 99.1

Impinj Reports Fourth Quarter and Full Year 2025 Financial Results

SEATTLE, WA, February 5, 2026– Impinj, Inc. (Nasdaq: PI), a leading RAIN RFID provider and Internet of Things pioneer, today released its financial results for the fourth quarter and year ended December 31, 2025.

“2025 was a transition year for Impinj. We grew year-over-year endpoint IC volumes, made M800 our volume runner, launched Gen2X and exited the year with record adjusted EBITDA and cash,” said Chris Diorio, Impinj co-founder and CEO. “As we continue driving our bold vision, I remain confident in our market position and energized by the opportunities ahead.”

Fourth Quarter 2025 Financial Summary

  • Revenue of $92.8 million
  • GAAP gross margin of 51.8%; non-GAAP gross margin of 54.5%
  • GAAP net loss of $1.1 million, or loss of $0.04 per diluted share using 30.1 million shares
  • Adjusted EBITDA of $16.4 million
  • Non-GAAP net income of $15.6 million, or income of $0.50 per diluted share using 32.0 million shares

Full Year 2025 Financial Summary

  • Revenue of $361.1 million
  • GAAP gross margin of 52.5%; non-GAAP gross margin of 55.3%
  • GAAP net loss of $10.8 million, or loss of $0.37 per diluted share using 29.3 million shares
  • Adjusted EBITDA of $69.6 million
  • Non-GAAP net income of $64.2 million, or income of $2.11 per diluted share using 32.2 million shares

A reconciliation between GAAP and non-GAAP information is contained in the tables below. Additionally, descriptions of these non-GAAP financial measures are provided in the “Non-GAAP Financial Measures” sections below.

First Quarter 2026 Financial Outlook

Impinj provides guidance based on current market conditions and expectations; actual results may differ materially. Please refer to the comments below regarding forward-looking statements. The following table presents Impinj’s financial outlook for the first quarter of 2026 (in millions, except per share data):

Three Months Ending
March 31, 2026
Revenue $71.0 to $74.0
GAAP Net loss ($16.6) to ($15.1)
Adjusted EBITDA income $1.2 to $2.7
GAAP Weighted-average shares — diluted 30.3 to 30.5
GAAP Net loss per share — diluted ($0.55) to ($0.49)
Non-GAAP Net income $2.5 to $4.0
Non-GAAP Weighted-average shares — diluted 31.3 to 31.5
Non-GAAP Net income per share — diluted $0.08 to $0.13

A reconciliation between GAAP and non-GAAP financial measures is provided in the “Non-GAAP Financial Measures” section below.

Conference Call Information

Impinj will host a conference call and webcast to discuss its fourth-quarter and full-year 2025 results and first-quarter 2026 outlook today, February 5, 2026 at 5:00 p.m. ET / 2:00 p.m. PT. Interested parties may access the call by dialing +1-412-317-1863. A live webcast and replay will also be available on the company’s website at investor.impinj.com. Following the call, a telephonic replay will be available for five business days and may be accessed by dialing +1-412-317-0088 and entering passcode 1284856.

Management’s prepared written remarks, along with quarterly financial data, will be made available on Impinj’s website at investor.impinj.com along with this release.

Forward-Looking Statements

This 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 our strategy, and prospects, statements regarding conditions in the markets in which we compete as well as the broader economy, our market position, and our financial guidance and considerations for the first quarter of 2026 and future periods.

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. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.

The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption “Risk Factors” and elsewhere in our annual report on Form 10-K and quarterly reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. All information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update this information unless required by law.

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

Impinj is a registered trademark of Impinj, Inc. All other trademarks are the property of their owners.

For more information, contact:

Investor Relations

Andy Cobb, CFA

Vice President, Corporate Finance & Investor Relations

+1-206-315-4470

ir@impinj.com

Media Relations Emily Schauer Senior Corporate Communications Manager +1 206-209-2923 eschauer@impinj.com

IMPINJ, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value, unaudited)

December 31, 2024
Current assets:
Cash and cash equivalents 48,206 $ 46,053
Short-term investments 127,130 118,661
Accounts receivable, net 70,785 56,802
Inventory 84,961 99,346
Prepaid expenses and other current assets 8,135 5,536
Total current assets 339,217 326,398
Long-term investments 103,766 74,871
Property and equipment, net 50,290 50,610
Intangible assets, net 9,501 10,291
Operating lease right-of-use assets 20,896 7,142
Other non-current assets 795 1,045
Goodwill 20,721 18,723
Total assets 545,186 $ 489,080
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable 13,614 $ 17,254
Accrued compensation and employee related benefits 9,936 22,309
Accrued and other current liabilities 3,664 2,684
Current portion of operating lease liabilities 776 3,589
Current portion of long-term debt 96,745 283,493
Current portion of deferred revenue 1,791 1,848
Total current liabilities 126,526 331,177
Long-term debt 184,141
Operating lease liabilities, net of current portion 22,536 5,719
Deferred tax liabilities, net 2,062 2,200
Deferred revenue, net of current portion 690 120
Total liabilities 335,955 339,216
Stockholders’ equity:
Common stock, 0.001 par value 30 29
Additional paid-in capital 606,852 541,090
Accumulated other comprehensive income (loss) 2,509 (1,942 )
Accumulated deficit (400,160 ) (389,313 )
Total stockholders’ equity 209,231 149,864
Total liabilities and stockholders’ equity 545,186 $ 489,080

All values are in US Dollars.

IMPINJ, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data, unaudited)

Three Months Ended Year Ended
December 31, December 31,
2025 2024 2025 2024
Revenue $ 92,849 $ 91,569 $ 361,075 $ 366,087
Cost of revenue 44,794 45,347 171,398 177,232
Gross profit 48,055 46,222 189,677 188,855
Operating expenses:
Research and development 26,929 25,894 102,615 98,829
Sales and marketing 10,357 10,688 36,530 40,579
General and administrative 12,933 12,762 49,192 51,802
Amortization of intangibles 534 491 2,077 2,902
Restructuring costs 1,812
Total operating expenses 50,753 49,835 190,414 195,924
Loss from operations (2,698 ) (3,613 ) (737 ) (7,069 )
Other income, net 2,509 2,107 9,214 7,937
Income from settlement of litigation 45,000
Induced conversion expense (15,026 )
Interest expense (798 ) (1,221 ) (4,367 ) (4,873 )
Income (loss) before income taxes (987 ) (2,727 ) (10,916 ) 40,995
Income tax benefit (expense) (152 ) 37 69 (157 )
Net income (loss) $ (1,139 ) $ (2,690 ) $ (10,847 ) $ 40,838
Net income (loss) per share — basic $ (0.04 ) $ (0.09 ) $ (0.37 ) $ 1.46
Net income (loss) per share — diluted $ (0.04 ) $ (0.09 ) $ (0.37 ) $ 1.39
Weighted-average shares outstanding — basic 30,148 28,398 29,283 27,953
Weighted-average shares outstanding — diluted 30,148 28,398 29,283 29,471

IMPINJ, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

Year Ended
December 31,
2025 2024
Operating activities:
Net income (loss) $ (10,847 ) $ 40,838
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 15,040 13,588
Stock-based compensation 55,263 56,546
Restructuring equity modification expense 366
Accretion of discount or amortization of premium on investments (2,339 ) (1,122 )
Amortization of debt issuance costs 1,797 1,638
Induced conversion expense related to convertible notes 15,026
Deferred tax expense (396 ) (567 )
Revaluation of acquisition-related contingent consideration liability 986
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable (13,726 ) (1,999 )
Inventory 14,488 (2,220 )
Prepaid expenses and other assets (727 ) 227
Accounts payable (3,376 ) 9,270
Accrued compensation and employee related benefits (12,512 ) 13,855
Accrued and other liabilities 984 244
Acquisition-related contingent consideration liability (2,556 )
Operating lease right-of-use assets 2,510 2,560
Operating lease liabilities (2,812 ) (3,392 )
Deferred revenue 373 48
Net cash provided by operating activities 58,746 128,310
Investing activities:
Purchases of investments (202,771 ) (202,063 )
Proceeds from sales of investments 12,937
Proceeds from maturities of investments 154,680 26,605
Purchases of property and equipment (12,861 ) (17,112 )
Net cash used in investing activities (48,015 ) (192,570 )
Financing activities:
Proceeds from issuance of 2025 Notes, net of issuance costs 183,658
Premiums paid for capped call transactions (11,210 )
Payment of 2021 Notes (190,000 )
Proceeds from exercise of stock options and employee stock purchase plan 11,795 20,281
Payments of taxes on restricted stock units (3,171 )
Payment of acquisition-related contingent consideration (4,602 )
Net cash provided by (used in) financing activities (8,928 ) 15,679
Effect of exchange rate changes on cash and cash equivalents 350 (159 )
Net increase (decrease) in cash and cash equivalents 2,153 (48,740 )
Cash and cash equivalents
Beginning of period 46,053 94,793
End of period $ 48,206 $ 46,053

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements prepared and presented in accordance with U.S. generally accepted accounting principles, or GAAP, our key non-GAAP performance measures include adjusted EBITDA, non-GAAP net income (loss), free cash flow and adjusted free cash flow as defined below. We use adjusted EBITDA and non-GAAP net income (loss) as key measures to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operating plans. We use free cash flow and adjusted free cash flow as key measures when assessing our sources of liquidity, capital resources, and quality of earnings. We believe these measures provide useful information for period-to-period comparisons of our business to allow investors and others to understand and evaluate our operating results in the same manner as our management and board of directors. Our presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP, and our non-GAAP measures may be different from similarly termed non-GAAP measures used by other companies.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss) determined in accordance with GAAP, excluding, if applicable for the periods presented, the effects of stock-based compensation; depreciation and amortization; restructuring costs; settlement income and related costs; induced conversion expense; other income, net; interest expense; acquisition related expense and related purchase accounting adjustments; and income tax benefit (expense). We have excluded these items because we do not believe they reflect our core operations and us excluding them enables more consistent evaluation of our operating performance. The revision to our definition of adjusted EBITDA did not impact adjusted EBITDA for any previously reported periods because there was no impact of a similar nature in such prior periods affecting comparability.

Non-GAAP Net Income (Loss)

We define non-GAAP net income as net income (loss), excluding, if applicable for the periods presented, the effects of stock-based compensation; depreciation and amortization; restructuring costs; settlement income and related costs; induced conversion expense; acquisition related expense and related purchase accounting adjustments; and the corresponding income tax impacts of adjustments to net income (loss).

Free cash flow

We define free cash flow as net cash provided by (used in) operating activities, determined in accordance with GAAP, less purchases of property and equipment. We define adjusted free cash flow as free cash flow less cash received from gain on litigation settlement.

IMPINJ, INC.

RECONCILIATIONS OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(in thousands, except percentages, unaudited)

Year Ended
December 31,
2024 2025 2024
GAAP Gross margin 51.8 % 50.5 % 52.5 % 51.6 %
Adjustments:
Depreciation and amortization 2.3 % 2.1 % 2.2 % 1.9 %
Stock-based compensation 0.5 % 0.6 % 0.6 % 0.6 %
Non-GAAP Gross margin 54.5 % 53.1 % 55.3 % 54.0 %
Certain amounts may be off due to rounding
GAAP Net income (loss) (1,139 ) $ (2,690 ) $ (10,847 ) $ 40,838
Adjustments:
Depreciation and amortization 3,958 3,433 15,040 13,588
Stock-based compensation 15,167 15,210 55,263 56,546
Restructuring costs 1,812
Acquisition related expenses 986
Other income, net (2,509 ) (2,107 ) (9,214 ) (7,937 )
Income from settlement of litigation (45,000 )
Induced conversion expense 15,026
Interest expense 798 1,221 4,367 4,873
Income tax benefit (expense) 152 (37 ) (69 ) 157
Adjusted EBITDA 16,427 $ 15,030 $ 69,566 $ 65,863
GAAP Net income (loss) (1,139 ) $ (2,690 ) $ (10,847 ) $ 40,838
Adjustments:
Depreciation and amortization 3,958 3,433 15,040 13,588
Stock-based compensation 15,167 15,210 55,263 56,546
Restructuring costs 1,812
Acquisition transaction expenses 986
Income from settlement of litigation (45,000 )
Induced conversion expense 15,026
Income tax effects of adjustments (1) (2,347 ) (1,426 ) (10,322 ) (5,860 )
Non-GAAP Net income 15,639 $ 14,527 $ 64,160 $ 62,910
Non-GAAP Net income per share — diluted 0.50 (3) $ 0.48 (2) $ 2.11 (2) $ 2.11 (2)
GAAP Weighted-average shares — diluted 30,148 28,398 29,283 29,471 (4)
Dilutive shares from stock plans 947 1,500 850
Dilutive shares from convertible debt 878 2,589 2,055 2,589
Non-GAAP Weighted-average shares — diluted 31,973 (3) 32,487 (2) 32,188 (2) 32,060 (2)
(1) The tax effects of the adjustments are calculated using the statutory rate, taking into consideration the nature of the item and relevant taxing jurisdictions.
(2) Diluted net income per share includes the impact of all convertible debt outstanding at period end, using the if-converted method, which assumes full share settlement. Interest expense is added back to net income and weighted average shares includes total shares issuable at conversion.
(3) Diluted net income per share includes the impact of a portion of our convertible debt (2021 Notes) using the if-converted method, which assumes full share settlement. Interest expense related to the 2021 Notes of 0.4 million is added back to net income and weighted average shares includes total shares issuable at conversion.
(4) GAAP Weighted average shares — diluted includes the impact of dilutive shares from convertible debt.

All values are in US Dollars.

IMPINJ, INC.

RECONCILIATIONS OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(in thousands, except percentages, unaudited)

Three Months Ended Year Ended
December 31, December 31,
2025 2024 2025 2024
GAAP Net cash provided by operating activities $ 15,136 $ 12,623 $ 58,746 $ 128,310
Adjustments:
Purchases of property and equipment (1,518 ) (4,133 ) (12,861 ) (17,112 )
Free cash flow $ 13,618 $ 8,490 $ 45,885 $ 111,198
Adjustments:
Income from settlement of litigation (45,000 )
Adjusted free cash flow $ 13,618 $ 8,490 $ 45,885 $ 66,198

IMPINJ, INC.

RECONCILIATIONS OF GAAP FINANCIAL OUTLOOK TO NON-GAAP FINANCIAL OUTLOOK

(in thousands, except per share data, unaudited – calculated at the midpoint of the outlook range)

Three Months Ending
March 31,
2026
GAAP Net loss $ (15,819 )
Adjustments:
Forecasted Depreciation and amortization 3,960
Forecasted Stock-based compensation 15,560
Forecasted Interest expense 799
Forecasted Other income, net (2,700 )
Forecasted Income tax expense 100
Adjusted EBITDA $ 1,900
GAAP Net loss $ (15,819 )
Adjustments:
Forecasted Depreciation and amortization 3,960
Forecasted Stock-based compensation 15,560
Forecasted Income tax effects of adjustments (424 )
Non-GAAP Net income $ 3,277
GAAP Net loss per share — diluted $ (0.52 )
Non-GAAP Net income per share — diluted $ 0.10
GAAP Weighted-average shares — diluted 30,400
Dilutive shares 1,000
Non-GAAP Weighted-average shares — diluted 31,400