Impinj (PI) CEO gains 21,734 shares, remits 7,435 for taxes

Rhea-AI Filing Summary

IMPINJ INC chief executive officer Chris Diorio reported equity-award activity involving company common stock. He acquired 21,734 shares at no cost through the vesting of performance restricted stock units that were originally granted on March 23, 2023 after meeting specified performance goals.

To cover tax withholding obligations from this vesting, he disposed of 7,435 shares back to the company at a price of $127.92 per share in an exempt transaction. After these transactions, he held 386,885 shares directly, and 199,362 shares indirectly through DFT L.L.C.

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).

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 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)
02/20/2026

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	02/20/2026		A		21,734(1)	A	$0	394,320	D
Common Stock	02/20/2026		F(2)		7,435	D	$127.92	386,885	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. On March 23, 2023, the Reporting Person was granted performance restricted stock units (PSUs). The PSUs vested upon the Reporting Person's satisfaction of certain performance criteria. On February 18, 2026, the Issuer's Board of Directors determined the level at which the corporate performance goals were attained, resulting in the vesting of 21,734 shares of Common Stock underlying the PSUs.

2. 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 the PSUs.

	/s/ Yukio Morikubo, Attorney in fact for Chris Diorio	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did IMPINJ (PI) CEO Chris Diorio report?

Chris Diorio reported vesting of 21,734 performance-based shares and a related tax-withholding share disposition. The award vested after corporate performance goals were certified, and 7,435 shares were remitted back to Impinj to satisfy tax obligations arising from the vesting.

How many IMPINJ (PI) shares did the CEO acquire in this Form 4?

The CEO acquired 21,734 shares of Impinj common stock at no cost through vesting of performance restricted stock units. These PSUs were granted on March 23, 2023 and vested after the board determined the level of corporate performance goals on February 18, 2026.

Why did the IMPINJ (PI) CEO dispose of 7,435 shares?

The 7,435-share disposition was to cover tax withholding obligations from the PSU vesting. The shares were remitted back to Impinj in an exempt transaction under Rule 16b-3(e), rather than sold on the open market, specifically to satisfy associated tax liabilities.

What is the CEO’s IMPINJ (PI) shareholding after these transactions?

After the reported transactions, the CEO directly held 386,885 shares of Impinj common stock. He also had an indirect holding of 199,362 shares through DFT L.L.C., reflecting both his personal and entity-related ownership positions following the PSU vesting and tax disposition.

What were the terms of the IMPINJ (PI) performance stock units that vested?

The performance restricted stock units were granted on March 23, 2023 and tied to specific corporate performance criteria. On February 18, 2026, the board determined performance levels, causing 21,734 underlying shares of common stock to vest and be delivered to the CEO.