PI Form 4: Diorio Vesting Converts RSUs; Tax Withholding at $184.97

Rhea-AI Filing Summary

Chris Diorio, CEO and director of Impinj Inc. (PI), reported multiple transactions tied to the vesting of restricted stock units (RSUs) on 09/23/2025. Portions of RSU grants vested and were converted into common stock: 2,594; 1,224; and 1,818 shares were recorded as acquired under Rule 16b-3 exemptions, increasing his direct holdings. Concurrently, 2,219 shares were remitted to Impinj to satisfy tax withholding at a price of $184.97 per share. After these transactions, Diorio beneficially owns 356,724 shares directly and 199,362 shares indirectly through DFT L.L.C.

Positive

• Disclosure compliance: Form 4 timely discloses RSU vesting and tax-withholding disposition, meeting Section 16 reporting requirements
• Clear ownership detail: Filing reports both direct (356,724 shares) and indirect (199,362 shares via DFT L.L.C.) beneficial ownership

Negative

• None.

Insights

Securities Analyst

TL;DR: CEO received vested RSUs and remitted shares for taxes; meaningful insider activity but no open market sales reported.

All reported non-derivative and derivative transactions on 09/23/2025 relate to RSU vesting events. The form shows three RSU vesting tranches converted to common stock (2,594; 1,224; 1,818) and an exempt disposition of 2,219 shares to satisfy withholding at $184.97 per share. The filings confirm both direct and indirect beneficial ownership: 356,724 shares direct and 199,362 indirect via DFT L.L.C. This is routine compensation-related activity, not an open-market sale or acquisition for investment purposes, and contains no new forward-looking corporate actions or material corporate events.

Corporate Governance Expert

TL;DR: Transactions are standard executive equity vesting and tax withholding; disclosure aligns with Rule 16 reporting.

The Form 4 documents vesting from prior RSU grants dated March 23, 2022/2023/2024, each with one-sixteenth vesting on 09/23/2025. The exempt disposition under Rule 16b-3(e) for tax withholding is explicitly noted. The signature by an attorney-in-fact and the detailed explanatory footnotes meet typical disclosure standards. There are no indications of additional related-party transfers or deviation from customary equity compensation procedures in this filing.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DIORIO CHRIS PH.D.

(Last) (First) (Middle)

400 FAIRVIEW AVENUE NORTH

SUITE 1200

(Street)

SEATTLE WA 98109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IMPINJ INC [ PI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/23/2025		M		2,594	A	$0	353,682	D
Common Stock	09/23/2025		M		1,224	A	$0	354,906	D
Common Stock	09/23/2025		M		1,818	A	$0	356,724	D
Common Stock	09/23/2025		F(1)		2,219	D	$184.97	354,505	D
Common Stock								199,362	I	by DFT L.L.C.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(2)	09/23/2025		M			2,594	(3)	(3)	Common Stock	2,594	$0	5,188	D
Restricted Stock Units	$0(2)	09/23/2025		M			1,224	(4)	(4)	Common Stock	1,224	$0	7,343	D
Restricted Stock Units	$0(2)	09/23/2025		M			1,818	(5)	(5)	Common Stock	1,818	$0	18,172	D

Explanation of Responses:

1. In an exempt disposition to the Issuer under Rule 16b-3(e), the Reporting Person remitted shares to the Issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of restricted stock units, or RSUs.

2. Each RSU represents a contingent right to receive one share of Impinj common stock.

3. On March 23, 2022, the reporting person was granted 41,500 RSUs. One-sixteenth of these vested on September 23, 2025.

4. On March 23, 2023, the reporting person was granted 19,580 RSUs. One-sixteenth of these vested on September 23, 2025.

5. On March 23, 2024, the reporting person was granted 29,075 RSUs. One-sixteenth of these vested on September 23, 2025.

	/s/ Yukio Morikubo, Attorney in fact for Chris Diorio	09/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Impinj CEO Chris Diorio report on Form 4 (PI)?

The report shows RSU vesting on 09/23/2025 converting to common stock (2,594; 1,224; 1,818 shares) and an exempt disposition of 2,219 shares to satisfy tax withholding at $184.97 per share.

How many shares does Chris Diorio beneficially own after these transactions?

The Form 4 reports 356,724 shares beneficially owned directly and 199,362 shares indirectly through DFT L.L.C.

Were any open-market sales or purchases reported by Chris Diorio on this Form 4?

No open-market sales or purchases are reported; the dispositions relate to tax withholding for RSU vesting under an exempt Rule 16b-3(e) disposition.

Which RSU grants vested leading to these transactions?

The filing references RSU grants dated March 23, 2022 (41,500 RSUs), March 23, 2023 (19,580 RSUs), and March 23, 2024 (29,075 RSUs), with one-sixteenth vesting on 09/23/2025.

What is the relationship of the reporting person to Impinj?

Chris Diorio is reported as both a Director and the Chief Executive Officer of Impinj Inc.