Form 4: PI CEO Discloses 30,000-Share Gift Allowed by Lock-Up

Rhea-AI Filing Summary

Chris Diorio, Chief Executive Officer and Director of Impinj, Inc. (PI), reported a gift disposition of 30,000 common shares on 09/12/2025 under Code G(1). The filing states this transfer is permitted by a lock-up agreement tied to the companys September 2025 0% Convertible Senior Notes offering, allowing Diorio to gift up to 30,000 shares during the lock-up period. After the reported transaction, Diorio beneficially owns 306,109 shares directly and 199,362 shares indirectly via DFT L.L.C. The Form 4 was signed by an attorney in fact on 09/16/2025.

Positive

• Timely SEC disclosure of the transaction via Form 4, including direct and indirect ownership details
• Transaction permitted under a lock-up agreement related to the company's 0% Convertible Senior Notes offering
• Clear ownership totals reported: 306,109 shares direct and 199,362 shares indirect via DFT L.L.C.

Negative

• Reduction in direct holdings by 30,000 shares due to the gift disposition
• Limited context on the recipient(s) or purpose of the gifted shares beyond the lock-up allowance

Insights

Financial Analyst

TL;DR: Insider disclosed a permitted gift of 30,000 shares under a lock-up; overall beneficial ownership remains substantial but reduced.

The filing documents a non-sale transfer coded G(1), indicating a gift allowed by a lock-up agreement related to the company's 0% Convertible Senior Notes offering. The direct holding after the transaction is 306,109 shares with an additional 199,362 shares held indirectly, showing continued material exposure by the reporting person. The disclosure is routine and compliant; it provides clear, transaction-level information useful for monitoring insider ownership trends.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting; the transfer appears permitted by underwriter lock-up terms and was properly reported.

The Form 4 identifies the reporting person as both CEO and director and records a gift transaction permitted during a lock-up tied to a financing. The filing includes direct and indirect beneficial ownership counts and an attorney-in-fact signature, meeting procedural requirements. No amendments or anomalies are indicated in the provided text.

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)
09/12/2025

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	09/12/2025		G(1)		30,000	D	$0	306,109	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

Explanation of Responses:

1. Pursuant to the terms of a Lock-Up Agreement executed by the Reporting Person in favor of the underwriters of the Company's 0% Convertible Senior Notes offering in September 2025, the Reporting Person is permitted to gift up to 30,000 common shares beneficially owned during the lock-up period.

	/s/ Yukio Morikubo, Attorney in fact for Chris Diorio	09/16/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Chris Diorio report on Form 4 for Impinj (PI)?

The Form 4 reports a gift disposition of 30,000 common shares on 09/12/2025, coded G(1).

Why was the gift of 30,000 shares permitted under the lock-up?

The filing states the lock-up agreement for the company's September 2025 0% Convertible Senior Notes offering permits the Reporting Person to gift up to 30,000 shares during the lock-up period.

How many Impinj shares does Chris Diorio beneficially own after the transaction?

After the reported transaction, Diorio beneficially owns 306,109 shares directly and 199,362 shares indirectly via DFT L.L.C.

When was the Form 4 signed and filed?

The Form 4 includes an attorney-in-fact signature dated 09/16/2025 for the reported 09/12/2025 transaction.

What does transaction code G(1) indicate on this Form 4?

In this filing, code G(1) is used to identify the reported gift disposition that was permitted under the lock-up agreement.