Impinj (NASDAQ: PI) to retire $40.2M of 1.125% 2027 convertible notes

Rhea-AI Filing Summary

Impinj, Inc. disclosed that it entered into privately negotiated agreements with certain holders of its 1.125% Convertible Notes due 2027 to repurchase for cash approximately $40.2 million in aggregate principal amount. The total repurchase cost, including accrued and unpaid interest, is approximately $47.2 million.

After the repurchases close, approximately $57.3 million aggregate principal amount of these notes will remain outstanding, reducing the company’s future debt obligations under this convertible issue. The transaction is structured as a cash repurchase and is described as a partial repurchase of the notes.

Insights

Capital structure analyst

Impinj is using cash to retire part of its 2027 convertible notes.

Impinj agreed to repurchase about $40.2 million principal of its 1.125% Convertible Notes due 2027 for a total cash cost of roughly $47.2 million, including accrued interest. This reduces the outstanding principal to about $57.3 million.

The move simplifies the company’s debt profile for this convertible series and lowers future interest and principal obligations tied to these notes. The filing does not detail funding sources or any related equity activity, so the visible effect is focused on balance-sheet structure rather than immediate operations.

The press release notes that the repurchases are expected to close on March 16, 2026. Subsequent company filings may provide additional context on cash balances, leverage metrics, or any future actions regarding the remaining notes.

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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

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
ir@impinj.com

Media Relations

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

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

FAQ

What did Impinj (PI) announce regarding its 1.125% Convertible Notes due 2027?

Impinj announced it entered into privately negotiated agreements to repurchase for cash about $40.2 million in principal of its 1.125% Convertible Notes due 2027, for total consideration of approximately $47.2 million including accrued and unpaid interest, as part of a partial debt reduction.

How much of Impinj’s 1.125% Convertible Notes will remain outstanding after the repurchase?

Following the closing of the repurchases, approximately $57.3 million aggregate principal amount of Impinj’s 1.125% Convertible Notes due 2027 will remain outstanding, meaning the company will still have a significant, but reduced, balance of this convertible debt on its balance sheet after the transaction.

What is the total cash cost of Impinj’s partial repurchase of its 2027 convertible notes?

The total cash cost of the partial repurchase is approximately $47.2 million, which covers about $40.2 million in aggregate principal plus accrued and unpaid interest. This represents the immediate cash outlay Impinj expects in connection with the negotiated note repurchases.

When are Impinj’s convertible note repurchases expected to close?

The repurchases are expected to close on March 16, 2026. After these closings, the aggregate principal amount of the 1.125% Convertible Notes due 2027 outstanding will be about $57.3 million, reflecting the impact of the completed partial debt retirement transaction.

Why is Impinj’s partial repurchase of convertible notes potentially important for investors?

The partial repurchase reduces the outstanding principal of Impinj’s 2027 convertible notes from a higher level to about $57.3 million. This can affect future interest expense, refinancing needs, and potential equity dilution from conversion, providing insight into how management is managing its capital structure.

What risks does Impinj highlight in connection with the repurchases of its notes?

Impinj notes that forward-looking statements about the repurchases and outstanding notes are subject to risks, including changes in convertible note and other capital markets, and broader risks described under “Risk Factors” in its Form 10-K and Form 10-Q filings with the U.S. Securities and Exchange Commission.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 9.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 30.1 KB