Impinj to exchange $56.3M of 2027 convert notes
Impinj plans a mostly cash-and-stock exchange that will retire $56.3 million of its 2027 convertible notes, leaving about $1.0 million outstanding.
Rhea-AI Filing Summary
Impinj, Inc. (PI) announced privately negotiated exchanges of its 1.125% Convertible Senior Notes due 2027. The company agreed to exchange approximately $56.5 million in cash and about 188,451 shares of common stock, based on a reference share price, for $56.3 million in aggregate principal amount of the 2027 Notes. These cash and share amounts may adjust during a two-day measurement period ending September 14, 2026, depending on the trading price of the stock. Closings are expected on or about September 16, 2026, funded from cash on hand, and will leave approximately $1.0 million principal amount of the 2027 Notes outstanding. The transaction is structured as a private placement to qualified institutional buyers relying on the Section 4(a)(2) exemption and Rule 144A.
Positive
- $56.3 million of 1.125% Convertible Senior Notes due 2027 will be exchanged, substantially reducing this debt and leaving only $1.0 million outstanding.
- The exchange is funded with cash on hand, indicating available liquidity to retire a significant portion of the 2027 Notes without raising new capital.
Negative
- Impinj expects to use approximately $56.5 million in cash to fund the note exchange, representing a notable cash outflow.
- The transaction includes issuing approximately 188,451 new common shares, which adds equity and may modestly dilute existing shareholders, subject to final measurement-period adjustments.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
private placement financial
qualified institutional buyer regulatory
Section 4(a)(2) of the Securities Act regulatory
Rule 144A regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Impinj (PI) announce regarding its 1.125% Convertible Senior Notes due 2027?
How much of Impinj’s (PI) 2027 convertible notes will remain after the exchange?
How is Impinj (PI) funding the exchange of its 2027 notes?
When are the Impinj (PI) 2027 note exchange transactions expected to close?
Is the Impinj (PI) 2027 notes exchange registered with the SEC?
What interest rate do Impinj’s (PI) 2027 notes carry?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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).
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Emerging growth company |
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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. |
On September 10, 2026, Impinj, Inc. (the “Company”) entered into privately-negotiated exchange agreements with certain holders of the Company’s outstanding 1.125% Convertible Senior Notes due 2027 (the “2027 Notes”) in which the Company agreed to exchange approximately $56.5 million in cash and approximately 188,451 shares of common stock based on the Reference Price (as described below) for $56.3 million in aggregate principal amount of the outstanding 2027 Notes (the “2027 Notes Exchange”). The foregoing amounts of cash and stock are subject to adjustment during a 2-day measurement period ending September 14, 2026. Accordingly, such approximate amounts are estimates based on an assumed price per share of the Company’s common stock equal to the closing price per share of common stock on The Nasdaq Global Select Market on the date of the applicable Exchange Agreement and the Reference Price used in the Exchange Transactions. The actual amounts of cash paid and shares of common stock issued could vary depending on changes in the trading price of the Company’s common stock during the measurement period. Closings of the 2027 Notes Exchange are expected to take place on or about September 16, 2026. The Company will use cash on hand to fund the 2027 Notes Exchange. Immediately following the closings of the 2027 Notes Exchange, approximately $1.0 million aggregate principal amount of the 2027 Notes will remain outstanding.
The 2027 Notes Exchange is being conducted as a private placement and the shares of common stock issued in the 2027 Notes Exchange will be issued pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and are being offered only to persons believed to be a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration based on the representations made by the holders of the 2027 Notes participating in the 2027 Notes Exchange.
On September 10, 2026, the Company issued a press release relating to the 2027 Notes Exchange, 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
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Press release dated September 10, 2026. |
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Inline XBRL for the cover page of this Current Report on Form 8-K. |
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.
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Impinj, Inc. |
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Date: September 10, 2026 |
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By: |
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/s/ Chris Diorio |
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Chris Diorio |
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Chief Executive Officer |
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