Was the Impinj (PI) CEO’s share exchange under a Rule 10b5-1 trading plan?

Yes. The filing states the exchange of shares was effected under a Rule 10b5-1 trading plan adopted on February 23, 2026. Such plans are pre-arranged trading instructions, which typically indicate routine, pre-scheduled activity rather than discretionary timing decisions by the insider.

Impinj (PI) CEO executes 180,000-share estate-planning swap under 10b5-1

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

IMPINJ INC chief executive Chris Diorio reported an estate-planning share exchange involving 180,000 shares of common stock with a family trust. On the transfer date, he received 180,000 shares from the 2012 Diorio Descendants Irrevocable Trust and simultaneously transferred 180,000 shares to the same trust.

The exchange used an estimated per-share value of $156.675, based on the average high and low trading prices that day, and was carried out under a pre-arranged Rule 10b5-1 trading plan adopted in February 2026. The filing also notes indirect ownership of 199,362 shares held through DFT L.L.C.

Insider Trade Summary 10b5-1

3 transactions reported

Mixed 3 txns

Insider DIORIO CHRIS PH.D.

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Other	Common Stock	180,000	$156.675	$28.20M
Other	Common Stock	180,000	$156.675	$28.20M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 570,302 shares (Direct, null); Common Stock — 199,362 shares (Indirect, by DFT L.L.C.)

Footnotes (1)

For estate planning purposes, on May 26, 2026 (the "Transfer Date"), Dr. Chris Diorio ("Dr. Diorio") received 180,000 shares of the issuer's common stock from the 2012 Diorio Descendants Irrevocable Trust (the "Diorio Trust") in exchange for the simultaneous transfer by Dr. Diorio of 180,000 shares of the issuer's common stock to the Diorio Trust. The estimated per-share value was $156.675, the average of the high and low sales prices of a share of the issuer's common stock on the Transfer Date. The exchange of shares reported by Dr. Diorio was effected pursuant to a Rule 10b5-1 trading plan adopted on February 23, 2026.

Key Figures

Shares received from trust: 180,000 shares Shares transferred to trust: 180,000 shares Estimated per-share value: $156.675 per share +2 more

5 metrics

Shares received from trust 180,000 shares Common stock received from 2012 Diorio Descendants Irrevocable Trust on Transfer Date

Shares transferred to trust 180,000 shares Common stock transferred to 2012 Diorio Descendants Irrevocable Trust on Transfer Date

Estimated per-share value $156.675 per share Average of high and low trading prices on Transfer Date

Restructured shares total 360,000 shares Total shares involved in estate-planning exchange (acquired and transferred)

Indirectly held shares 199,362 shares Common stock held indirectly through DFT L.L.C.

Key Terms

Rule 10b5-1 trading plan, estate planning purposes, 2012 Diorio Descendants Irrevocable Trust, Other acquisition or disposition, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The exchange of shares reported by Dr. Diorio was effected pursuant to a Rule 10b5-1 trading plan adopted on February 23, 2026."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

estate planning purposes financial

"For estate planning purposes, on May 26, 2026 (the "Transfer Date"), Dr. Chris Diorio received 180,000 shares..."

2012 Diorio Descendants Irrevocable Trust financial

"received 180,000 shares of the issuer's common stock from the 2012 Diorio Descendants Irrevocable Trust (the "Diorio Trust")"

Other acquisition or disposition regulatory

"transaction_code_description": "Other acquisition or disposition""

indirect ownership financial

""ownership_type": "indirect""

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Form 4 Insider Transactions: What Each Field Means →

06/09/2026 - 05:00 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DIORIO CHRIS PH.D.

(Last)

(First)

(Middle)

400 FAIRVIEW AVENUE NORTH

SUITE 1200

(Street)

SEATTLE

WASHINGTON

98109

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2026		J⁽¹⁾⁽²⁾		180,000	A	$156.675⁽¹⁾	570,302	D
Common Stock	05/26/2026		J⁽¹⁾⁽²⁾		180,000	D	$156.675⁽¹⁾	390,302	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. For estate planning purposes, on May 26, 2026 (the "Transfer Date"), Dr. Chris Diorio ("Dr. Diorio") received 180,000 shares of the issuer's common stock from the 2012 Diorio Descendants Irrevocable Trust (the "Diorio Trust") in exchange for the simultaneous transfer by Dr. Diorio of 180,000 shares of the issuer's common stock to the Diorio Trust. The estimated per-share value was $156.675, the average of the high and low sales prices of a share of the issuer's common stock on the Transfer Date.

2. The exchange of shares reported by Dr. Diorio was effected pursuant to a Rule 10b5-1 trading plan adopted on February 23, 2026.

	/s/ Yukio Morikubo, Attorney in fact for Chris Diorio	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Impinj (PI) CEO Chris Diorio report in this Form 4 filing?

Chris Diorio reported an estate-planning share exchange involving 180,000 Impinj common shares with the 2012 Diorio Descendants Irrevocable Trust. He both received and transferred 180,000 shares on the same date, indicating a restructuring of how the shares are held rather than market buying or selling.

How many Impinj (PI) shares were exchanged between Chris Diorio and the Diorio Trust?

The filing shows 180,000 Impinj common shares moved in each direction between Chris Diorio and the 2012 Diorio Descendants Irrevocable Trust. This one-for-one exchange totals 360,000 shares reallocated for estate-planning purposes, rather than changing his overall economic exposure to the company’s stock.

At what value were the exchanged Impinj (PI) shares estimated in the transaction?

The exchanged shares were valued at an estimated $156.675 per Impinj share. This value reflects the average of the high and low trading prices of the company’s stock on the transfer date, providing a reference price for the estate-planning exchange with the Diorio Trust.

Does the Form 4 show any open-market buying or selling of Impinj (PI) shares?

The transactions are coded as “J” for other acquisition or disposition and are described as an estate-planning exchange with a family trust. The data and footnotes indicate restructuring of holdings, not open-market purchases or sales, so it mainly affects ownership structure rather than market trading activity.

What indirect Impinj (PI) holdings are reported for Chris Diorio?

The filing lists 199,362 Impinj common shares held indirectly through DFT L.L.C. This entry reflects shares over which Diorio has indirect ownership, separate from his direct holdings and the shares involved in the estate-planning exchange with the 2012 Diorio Descendants Irrevocable Trust.