UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 511, 2026

Impinj, Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     001-37824

     91-2041398

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)
 
     (IRS Employer
Identification No.)

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(Address of principal executive offices, including zip code)

(206) 517-5300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PI	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

      
     Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 28.0201 Other ~~Results of Operations and Financial Conditions~~Events.

OnBetween ~~February~~March 511 and 13, 2026, Impinj entered into separate, ~~Inc.~~privately ~~issued~~negotiated arepurchase ~~press~~agreements ~~release~~with ~~announcing~~certain holders of its ~~financial~~1.125% ~~results~~Convertible ~~for~~Notes due 2027 (the ~~fourth~~“Notes”) ~~quarter~~to ~~and~~repurchase ~~year~~for ~~ended~~cash ~~December~~(the ~~31,~~“Repurchases”) ~~2025~~approximately $40.2 Amillion ~~copy~~aggregate principal amount of the ~~press~~Notes ~~release,~~for ~~entitled~~a ~~“Impinj~~total ~~Reports~~repurchase ~~Fourth~~cost ~~Quarter~~(including accrued and ~~Full~~unpaid ~~Year~~interest) ~~2025~~of ~~Financial~~approximately ~~Results”~~$47.2 ismillion. Following ~~attached~~the asclosings ~~Exhibit~~of ~~99.1~~the toRepurchases, ~~this~~approximately ~~Current~~$57.3 ~~Report~~million onaggregate ~~Form~~principal ~~8-K~~amount ~~and~~of isthe ~~incorporated~~Notes bywill ~~reference~~remain ~~herein~~outstanding.

~~The~~On ~~information~~March in16, ~~this~~2026, ~~current report on Form 8-K and~~ the ~~exhibit~~Company ~~attached~~issued ~~hereto~~a ~~shall~~press ~~not~~release berelating ~~deemed~~to ~~“filed” for purposes of Section 18 of~~ the ~~Securities~~Repurchases, ~~Exchange~~which ~~Act~~is offiled ~~1934,~~ as ~~amended~~Exhibit ~~(the~~99.1 ~~“Exchange Act”) or otherwise subject~~ to ~~the~~this ~~liabilities~~Current ofReport ~~that~~on ~~section,~~Form ~~nor~~8-K ~~shall~~and itis ~~be deemed~~ incorporated by reference ~~in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing~~herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1		Press release dated ~~February~~March 516, 2026.
104		Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Impinj, Inc.

By:		/s/ Chris Diorio
		Chris Diorio Chief Executive Officer

Date: ~~February~~March 516, 2026

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