Impinj Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Impinj filed an 8-K on 9/3/25 detailing a new material agreement and equity sales.

AI Summary

On September 3, 2025, Impinj, Inc. entered into a material definitive agreement, potentially involving a financial obligation. The company also reported on unregistered sales of equity securities and other events. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates significant corporate actions by Impinj, Inc., including a new material agreement and equity transactions, which could impact its financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and regulatory risks.

Key Numbers

• 001-37824 — Commission File Number (SEC File Number for Impinj, Inc.)

Key Players & Entities

• Impinj, Inc. (company) — Registrant
• September 3, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 91-2041398 (identifier) — IRS Employer Identification No.
• 400 Fairview Avenue North, Suite 1200 Seattle, Washington 98109 (address) — Principal executive offices
• 206-517-5300 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share PI The Nasdaq Global Sele
• $170 million — ompany") priced its private offering of $170 million aggregate principal amount of 0% Conver
• $20 million — were first issued, up to an additional $20 million aggregate principal amount of Notes on
• $190 million — regate principal amount of the Notes to $190 million. The Notes will mature on September 1
• $1,000 — period") in which the trading price per $1,000 principal amount of Notes for each trad
• $267.39 — itial conversion price of approximately $267.39 per share of the common stock. The init
• $194.47 — premium of approximately 37.50% to the $194.47 per share last reported sale price of t
• $75.0 million — all of the outstanding notes, at least $75.0 million aggregate principal amount of notes mus
• $50.0 million — tedness for money borrowed in excess of $50.0 million (or its foreign currency equivalent) in
• $183.6 m — s from this offering were approximately $183.6 million, after deducting the Initial Purc
• $190.0 million — e offering and cash on hand to exchange $190.0 million aggregate principal amount of its 2027
• $190.5 million — unt of its 2027 Notes for approximately $190.5 million in cash, representing the principal amo
• $11.2 million — ddition, the Company used approximately $11.2 million of cash on hand to pay the cost of the
• $340.32 — Transactions is initially approximately $340.32 per share, which represents a premium o
• $97.5 million — he closings of the 2027 Notes Exchange, $97.5 million in aggregate principal amount of the 20

Filing Documents

• pi-20250903.htm (8-K) — 96KB
• pi-ex4_1.htm (EX-4.1) — 1038KB
• pi-ex10_1.htm (EX-10.1) — 454KB
• pi-ex99_1.htm (EX-99.1) — 27KB
• img77908722_0.jpg (GRAPHIC) — 11KB
• img77908722_1.jpg (GRAPHIC) — 15KB
• img77908722_2.jpg (GRAPHIC) — 15KB
• img77908722_3.jpg (GRAPHIC) — 16KB
• img77908722_4.jpg (GRAPHIC) — 13KB
• img77908722_5.jpg (GRAPHIC) — 17KB
• 0000950170-25-113583.txt ( ) — 2064KB
• pi-20250903.xsd (EX-101.SCH) — 30KB
• pi-20250903_htm.xml (XML) — 5KB

01

Item 1.01. Entry into a Material Definitive Agreement. Convertible Notes and the Indenture On September 3, 2025, Impinj, Inc. (the "Company") priced its private offering of $170 million aggregate principal amount of 0% Convertible Senior Notes due 2029 (the "Notes"). The Notes were issued pursuant to an Indenture, dated September 8, 2025 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The Company also granted the Initial Purchasers (as defined below) of the Notes an option to purchase, during a 13-day period beginning on, and including, the date on which the Notes were first issued, up to an additional $20 million aggregate principal amount of Notes on the same terms and conditions. The Initial Purchasers exercised their option in full on September 4, 2025, bringing the total aggregate principal amount of the Notes to $190 million. The Notes will mature on September 15, 2029, unless earlier redeemed, repurchased or converted. The Notes will not bear regular interest and the principal amount of the notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. The Notes will be convertible at the option of the holders of the Notes at any time prior to the close of business on the business day immediately preceding June 15, 2029, only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2025 (and only during such fiscal quarter), i

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Items 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Convertible Notes The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act, and for resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration requirements provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement (as defined below) pursuant to which the Company sold the Notes to the Initial Purchasers. The shares of the common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. To the extent that any shares of the common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the common stock. 2027 Notes Exchange On September 3, 2025, the Company entered into privately-negotiated exchange agreements with certain holders of the Company's outstanding 2027 Notes with respect to the exchange of approximately $190.5 million in cash and 0.8 million shares of common stock for $190.0 million in aggregate principal amount of the Company's outstanding 2027 Notes (the "2027 Notes Exchange"). Closings of the 2027 Notes Exchange are expected to take place on or about September 8, 2025. The Company used the net proceeds from the offerin

01

Item 8.01. Other Events. Purchase Agreement On September 3, 2025, the Company entered into a purchase agreement (the "Purchase Agreement") with Jefferies LLC and UBS Securities LLC, as representatives of the several initial purchasers named in Schedule I thereto (the "Initial Purchasers"), to issue and sell the Notes. In addition, pursuant to the terms of the Purchase Agreement, the Company granted the Initial Purchasers an option to purchase, during a 13-day period beginning on, and including, the date on which the Notes were first issued, up to an additional $20 million aggregate principal amount of Notes on the same terms and conditions. The Initial Purchasers exercised their option in full on September 4, 2025, bringing the total aggregate principal amount of the Notes to $190 million. The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. Pricing Press Release On September 4, 2025, the Company issued a press release announcing the pricing of its offering of $190 million aggregate principal amount of the Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The size of the offering was increased from the previously announced $175 million aggregate principal amount. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Indenture, dated as of September 8, 2025, between Impinj, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 0% Convertible Senior Notes due 2029 (included in Exhibit 4.1). 10.1 Form of Capped Call Transaction Confirmation. 99.1 Press Release issued by Impinj, Inc., dated September 4, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL). 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. Impinj, Inc. Date: September 8, 2025 By: /s/ Chris Diorio Chris Diorio Chief Executive Officer

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View this 8-K filing on SEC EDGAR