Form 4: PI insider reports RSU vesting and sale; tax-withholding remittance

Rhea-AI Filing Summary

Cary Baker, Chief Financial Officer of Impinj Inc. (PI), reported multiple transactions on 09/23/2025 related to the vesting and settlement of restricted stock units (RSUs) and a sale. A total of 1,857 RSUs vested (781 + 479 + 597) and were recorded as acquired in the non-derivative and derivative tables; these RSUs convert one-for-one into common shares. Separately, 732 shares were disposed of in a transaction priced at $184.97 per share, and the reporting person remitted shares to the issuer to satisfy tax withholding obligations arising from RSU vesting. Following the transactions, the reporting person beneficially owned 81,479 shares (after the sale and withholding).

Positive

• RSUs vested as scheduled from grants in 2022, 2023 and 2024 (1,857 RSUs vested on 09/23/2025)
• Reporting person is CFO, providing transparent disclosure of senior officer transactions

Negative

• Disposition of 732 shares at $184.97 reduced beneficial holdings
• Shares remitted to issuer to satisfy tax withholding, lowering net share ownership

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting with a small sale and tax-withholding remittance; limited market impact.

The filing documents the scheduled vesting of RSUs granted in 2022, 2023 and 2024, with 1,857 RSUs vesting on 09/23/2025 and remittance of shares to satisfy tax-withholding under Rule 16b-3(e). A separate disposition of 732 shares at $184.97 is reported. These items reflect compensation mechanics rather than a substantive change in control or a large liquidity event. The filing contains clear quantities and prices, allowing precise calculation of ownership changes.

Corporate Governance Expert

TL;DR: Disclosure is routine and compliant; transactions are consistent with equity compensation administration.

The report identifies the reporting person as the CFO and shows vesting schedules from prior grants with one-sixteenth vesting on the reported date for each grant. The statement that shares were remitted to the issuer for tax withholding is explicitly noted and the filing is signed by an attorney-in-fact, indicating completed procedural steps. No unusual or unexplained transfers or related-party transactions are disclosed.

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^*

Baker Cary

(Last) (First) (Middle)

400 FAIRVIEW AVE N. 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL 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		781	A	$0	81,135	D
Common Stock	09/23/2025		M		479	A	$0	81,614	D
Common Stock	09/23/2025		M		597	A	$0	82,211	D
Common Stock	09/23/2025		F(1)		732	D	$184.97	81,479	D

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			781	(3)	(3)	Common Stock	781	$0	1,563	D
Restricted Stock Units	$0(2)	09/23/2025		M			479	(4)	(4)	Common Stock	479	$0	2,875	D
Restricted Stock Units	$0(2)	09/23/2025		M			597	(5)	(5)	Common Stock	597	$0	5,966	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 12,500 RSUs. One-sixteenth of these vested on September 23, 2025.

4. On March 23, 2023, the reporting person was granted 7,665 RSUs. One-sixteenth of these vested on September 23, 2025.

5. On March 23, 2024, the reporting person was granted 9,545 RSUs. One-sixteenth of these vested on September 23, 2025.

	/s/ Yukio Morikubo, Attorney in fact for Cary Baker	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.
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 transactions did Cary Baker report for IMPINJ (PI) on 09/23/2025?

The filing reports vesting of 1,857 RSUs and a disposition of 732 shares sold at $184.97 per share; some shares were remitted to the issuer to satisfy tax withholding.

How many RSUs vested for the reporting person and from which grants?

A total of 1,857 RSUs vested: 781 from the 2022 grant, 479 from the 2023 grant, and 597 from the 2024 grant, each with one-sixteenth vesting on 09/23/2025.

What was the reporting person's beneficial ownership after the transactions?

Following the reported transactions the filing shows beneficial ownership of 81,479 shares.

Why were shares remitted to the issuer according to the Form 4?

The filing states shares were remitted to the issuer in an exempt disposition under Rule 16b-3(e) to satisfy tax withholding obligations arising from RSU vesting.

Who signed the Form 4 on behalf of Cary Baker?

The Form 4 is signed by Yukio Morikubo, Attorney in fact for Cary Baker on 09/24/2025.