{"url_path":"/sec/pi/8-k/2026-09-11/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1114995/0001193125-26-388376-index.html","accession_number":"0001193125-26-388376","cik":"0001114995","ticker":"PI","issuer_name":"IMPINJ INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1114995/0001193125-26-388376-index.html","primary_entity_key":"0001114995","primary_entity_name":"IMPINJ INC"},"word_count":362,"has_tables":true,"body_markdown":"Item 8.01.\n\nOther Events.\n\nOn September 10, 2026, Impinj, Inc. (the “Company”) entered into privately-negotiated exchange agreements with certain holders of the Company’s outstanding 1.125% Convertible Senior Notes due 2027 (the “2027 Notes”) in which the Company agreed to exchange approximately $56.5 million in cash and approximately 188,451 shares of common stock based on the Reference Price (as described below) for $56.3 million in aggregate principal amount of the outstanding 2027 Notes (the “2027 Notes Exchange”). The foregoing amounts of cash and stock are subject to adjustment during a 2-day measurement period ending September 14, 2026. Accordingly, such approximate amounts are estimates based on an assumed price per share of the Company’s common stock equal to the closing price per share of common stock on The Nasdaq Global Select Market on the date of the applicable Exchange Agreement and the Reference Price used in the Exchange Transactions. The actual amounts of cash paid and shares of common stock issued could vary depending on changes in the trading price of the Company’s common stock during the measurement period. Closings of the 2027 Notes Exchange are expected to take place on or about September 16, 2026. The Company will use cash on hand to fund the 2027 Notes Exchange. Immediately following the closings of the 2027 Notes Exchange, approximately $1.0 million aggregate principal amount of the 2027 Notes will remain outstanding.\n\nThe 2027 Notes Exchange is being conducted as a private placement and the shares of common stock issued in the 2027 Notes Exchange will be issued pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and are being offered only to persons believed to be a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration based on the representations made by the holders of the 2027 Notes participating in the 2027 Notes Exchange.\n\nOn September 10, 2026, the Company issued a press release relating to the 2027 Notes Exchange, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein."}