Form 8-K

8-K — IMPINJ INC

Accession: 0001193125-26-323768

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001114995

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — pi-20260729.htm (Primary)

EX-99.1 (pi-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: pi-20260729.htm · Sequence: 1

8-K

false000111499500011149952026-07-292026-07-29

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): July 29, 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

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 2.02

Results of Operations and Financial Condition

On July 29, 2026, Impinj, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release, entitled “Impinj Reports Second Quarter 2026 Financial Results” is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1

Press release dated July 29, 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: July 29, 2026

EX-99.1

Filename: pi-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Impinj Reports Second Quarter 2026 Financial Results

SEATTLE, WA, July 29, 2026– Impinj, Inc. (Nasdaq: PI), a leading RAIN RFID provider and Internet of Things pioneer, today released its financial results for the second quarter ended June 30, 2026.

“Our second-quarter results were strong, with revenue, adjusted EBITDA and non-GAAP earnings-per-share setting new quarterly records,” said Chris Diorio, Impinj co-founder and CEO. “Although we are still in the early days of solutions delivery, we are incredibly well positioned to lead and win, and I have never been more excited about our future than I am today.”

Second Quarter 2026 Financial Summary

•

Revenue of $108.4 million

•

GAAP gross margin of 58.6%; non-GAAP gross margin of 60.9%

•

GAAP net income of $12.2 million, or income of $0.39 per diluted share using 31.0 million shares

•

Adjusted EBITDA of $30.7 million

•

Non-GAAP net income of $27.0 million, or income of $0.86 per diluted share using 32.2 million shares

A reconciliation between GAAP and non-GAAP information is contained in the tables below. Additionally, descriptions of these non-GAAP financial measures are provided in the “Non-GAAP Financial Measures” sections below.

Third Quarter 2026 Financial Outlook

Impinj provides guidance based on current market conditions and expectations; actual results may differ materially. Please refer to the comments below regarding forward-looking statements. The following table presents Impinj’s financial outlook for the third quarter of 2026 (in millions, except per share data):

Three Months Ending

September 30, 2026

Revenue

$105.5 to $108.5

GAAP Net income

$2.2 to $3.7

Adjusted EBITDA income

$20.7 to $22.2

GAAP Weighted-average shares — diluted

31.3 to 31.5

GAAP Net income per share — diluted

$0.07 to $0.12

Non-GAAP Net income

$18.5 to $20.0

Non-GAAP Weighted-average shares — diluted(1)

32.5 to 32.7

Non-GAAP Net income per share — diluted(1)

$0.59 to $0.63

(1) Non-GAAP diluted net income per share includes the impact of our convertible debt, using the if-converted method, which assumes full share settlement. To arrive at Non-GAAP diluted net income per share, interest expense is added back to net income and weighted average shares include total shares issuable at conversion of 1.2 million.

A reconciliation between GAAP and non-GAAP financial measures is provided in the “Non-GAAP Financial Measures” section below.

Conference Call Information

Impinj will host a conference call and webcast to discuss its second-quarter 2026 results and third-quarter 2026 outlook today, July 29, 2026 at 5:00 p.m. ET / 2:00 p.m. PT. Interested parties may access the call by dialing +1-412-317-1863. A live webcast and replay will also be available on the company’s website at investor.impinj.com. Following the call, a telephonic replay will be available for five business days and may be accessed by dialing +1-412-317-0088 and entering passcode 6801707.

Management’s prepared written remarks, along with quarterly financial data, will be made available on Impinj’s website at investor.impinj.com along with this release.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our strategy, our competitive position and conditions in the markets in which we compete, as well as financial guidance and considerations for the third quarter of 2026 and future periods.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.

The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption “Risk Factors” and elsewhere in our annual report on Form 10-K and quarterly reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. All information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update this information unless required by law.

About Impinj

Impinj (Nasdaq: PI) helps businesses and people analyze, optimize, and innovate by wirelessly connecting billions of everyday things — such as apparel, automobile parts, luggage, and shipments — to the Internet. The Impinj platform uses RAIN RFID to deliver timely data about these everyday things to business and consumer applications, enabling a boundless Internet of Things. www.impinj.com

Impinj is a registered trademark of Impinj, Inc. All other trademarks are the property of their owners.

###

For more information, contact:

Investor Relations

Andy Cobb, CFA

Vice President, Corporate Finance & Investor Relations

+1-206-315-4470

ir@impinj.com

Media Relations

Emily Schauer

Senior Corporate Communications Manager

+1 206-209-2923

eschauer@impinj.com

IMPINJ, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value, unaudited)

June 30, 2026

December 31, 2025

Assets:

Current assets:

Cash and cash equivalents

38,573

48,206

Short-term investments

94,443

127,130

Accounts receivable, net

71,111

70,785

Inventory

91,501

84,961

Prepaid expenses and other current assets

8,967

8,135

Total current assets

304,595

339,217

Long-term investments

130,722

103,766

Property and equipment, net

49,075

50,290

Intangible assets, net

8,189

9,501

Operating lease right-of-use assets

21,368

20,896

Other non-current assets

547

795

Goodwill

20,253

20,721

Total assets

534,749

545,186

Liabilities and stockholders’ equity:

Current liabilities:

Accounts payable

17,049

13,614

Accrued compensation and employee related benefits

12,401

9,936

Accrued and other current liabilities

3,135

3,664

Current portion of operating lease liabilities

1,810

776

Current portion of long-term debt

57,019

96,745

Current portion of deferred revenue

1,542

1,791

Total current liabilities

92,956

126,526

Long-term debt

184,921

184,141

Operating lease liabilities, net of current portion

22,904

22,536

Deferred tax liabilities, net

1,808

2,062

Deferred revenue, net of current portion

574

690

Total liabilities

303,163

335,955

Stockholders’ equity:

Common stock, $0.001 par value

Additional paid-in capital

644,065

606,852

Accumulated other comprehensive income

691

2,509

Accumulated deficit

(413,201

)

(400,160

)

Total stockholders’ equity

231,586

209,231

Total liabilities and stockholders’ equity

534,749

545,186

IMPINJ, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

108,371

97,894

182,621

172,171

Cost of revenue

44,838

41,281

82,629

78,877

Gross profit

63,533

56,613

99,992

93,294

Operating expenses:

Research and development

29,262

24,652

57,986

49,966

Sales and marketing

9,829

8,738

19,586

16,793

General and administrative

13,404

11,828

26,013

24,224

Amortization of intangibles

534

521

1,071

1,006

Total operating expenses

53,029

45,739

104,656

91,989

Income (loss) from operations

10,504

10,874

(4,664

)

1,305

Other income, net

2,255

2,053

4,921

4,113

Induced conversion expense

—

(11,938

)

—

Interest expense

(631

)

(1,225

)

(1,404

)

(2,448

)

Income (loss) before income taxes

12,128

11,702

(13,085

)

2,970

Income tax benefit (expense)

(149

)

132

Net income (loss)

12,220

11,553

(13,041

)

3,102

Net income (loss) per share — basic

0.40

(0.43

)

0.11

Net income (loss) per share — diluted

0.39

(0.43

)

0.10

Weighted-average shares outstanding — basic

30,480

29,008

30,386

28,824

Weighted-average shares outstanding — diluted

31,005

29,655

30,386

29,550

IMPINJ, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

Six Months Ended

June 30,

2026

2025

Operating activities:

Net income (loss)

(13,041

)

3,102

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

7,734

7,230

Stock-based compensation

30,986

25,545

Loss on fixed asset disposal

107

—

Accretion of discount or amortization of premium on investments

(394

)

(1,117

)

Amortization of debt issuance costs

987

830

Induced conversion expense related to convertible notes

11,938

—

Deferred tax expense

(205

)

(192

)

Changes in operating assets and liabilities:

Accounts receivable

(358

)

1,930

Inventory

(6,570

)

3,241

Prepaid expenses and other assets

(167

)

808

Accounts payable

2,447

(5,416

)

Accrued compensation and employee related benefits

2,501

(13,173

)

Accrued and other liabilities

(972

)

Operating lease right-of-use assets

794

1,333

Operating lease liabilities

136

(1,792

)

Deferred revenue

(339

)

381

Net cash provided by operating activities

35,584

22,717

Investing activities:

Purchases of investments

(85,887

)

(107,105

)

Proceeds from maturities of investments

90,572

83,820

Purchases of property and equipment

(4,166

)

(8,403

)

Net cash provided by (used in) investing activities

519

(31,688

)

Financing activities:

Payment of 2021 Notes

(47,031

)

—

Proceeds from exercise of stock options and employee stock purchase plan

3,157

6,734

Payments of taxes on restricted stock units

(1,769

)

(1,771

)

Net cash provided by (used in) financing activities

(45,643

)

4,963

Effect of exchange rate changes on cash and cash equivalents

(93

)

372

Net decrease in cash and cash equivalents

(9,633

)

(3,636

)

Cash and cash equivalents

Beginning of period

48,206

46,053

End of period

38,573

42,417

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements prepared and presented in accordance with U.S. generally accepted accounting principles, or GAAP, our key non-GAAP performance measures include adjusted EBITDA, non-GAAP net income (loss) and free cash flow as defined below. We use adjusted EBITDA and non-GAAP net income (loss) as key measures to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operating plans. We use free cash flow as a key measure when assessing our sources of liquidity, capital resources, and quality of earnings. We believe these measures provide useful information for period-to-period comparisons of our business to allow investors and others to understand and evaluate our operating results in the same manner as our management and board of directors. Our presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP, and our non-GAAP measures may be different from similarly termed non-GAAP measures used by other companies.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss) determined in accordance with GAAP, excluding, if applicable for the periods presented, the effects of stock-based compensation; depreciation and amortization; restructuring costs; settlement income and related costs; induced conversion expense; other income, net; interest expense; acquisition related expense and related purchase accounting adjustments; and income tax benefit (expense).

Non-GAAP Net Income (Loss)

We define non-GAAP net income as net income (loss), excluding, if applicable for the periods presented, the effects of stock-based compensation; depreciation and amortization; restructuring costs; settlement income and related costs; induced conversion expense; acquisition related expense and related purchase accounting adjustments; and the corresponding income tax impacts of adjustments to net income (loss).

Free cash flow

We define free cash flow as net cash provided by (used in) operating activities, determined in accordance with GAAP, less purchases of property and equipment.

IMPINJ, INC.

RECONCILIATIONS OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(in thousands, except percentages, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

GAAP Gross margin

58.6

57.8

54.8

54.2

Adjustments:

Depreciation and amortization

1.9

2.0

2.2

Stock-based compensation

0.4

0.6

0.5

0.6

Non-GAAP Gross margin

60.9

60.4

57.4

57.0

Certain amounts may be off due to rounding

GAAP Net income (loss)

12,220

11,553

(13,041

)

3,102

Adjustments:

Depreciation and amortization

3,889

3,709

7,734

7,230

Stock-based compensation

16,295

13,023

30,986

25,545

Other income, net

(2,255

)

(2,053

)

(4,921

)

(4,113

)

Induced conversion expense

—

11,938

—

Interest expense

631

1,225

1,404

2,448

Income tax expense (benefit)

(92

)

149

(44

)

(132

)

Adjusted EBITDA

30,688

27,606

34,056

34,080

GAAP Net income (loss)

12,220

11,553

(13,041

)

3,102

Adjustments:

Depreciation and amortization

3,889

3,709

7,734

7,230

Stock-based compensation

16,295

13,023

30,986

25,545

Induced conversion expense

—

11,938

—

Income tax effects of adjustments (1)

(5,394

)

(3,769

)

(6,209

)

(5,057

)

Non-GAAP Net income

27,010

24,516

31,408

30,820

Non-GAAP Net income per share — diluted

0.86

(2)

0.80

(2)

1.01

(3)

1.04

(2)

GAAP Weighted-average shares — diluted

31,005

(4)

29,655

(4)

30,386

29,550

(4)

Dilutive shares from stock plans

—

617

—

Dilutive shares from convertible debt

1,227

2,589

667

2,589

Non-GAAP Weighted-average shares — diluted

32,232

(2)

32,244

(2)

31,670

(3)

32,139

(2)

(1) The tax effects of the adjustments are calculated using the statutory rate, taking into consideration the nature of the item and relevant taxing jurisdictions.

(2) Diluted net income per share includes the impact of all convertible debt outstanding at period end, using the if-converted method, which assumes full share settlement. Interest expense is added back to net income and weighted average shares includes total shares issuable at conversion.

(3) Diluted net income per share includes the impact of a portion of our convertible debt (2021 Notes) using the if-converted method, which assumes full share settlement. Interest expense related to the 2021 Notes of $0.6 million is added back to net income and weighted average shares includes total shares issuable at conversion.

(4) GAAP Weighted average shares — diluted includes the impact of dilutive shares from stock plans.

IMPINJ, INC.

RECONCILIATIONS OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(in thousands, except percentages, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

GAAP Net cash provided by operating activities

31,604

33,860

35,584

22,717

Adjustments:

Purchases of property and equipment

(2,419

)

(6,540

)

(4,166

)

(8,403

)

Free cash flow

29,185

27,320

31,418

14,314

IMPINJ, INC.

RECONCILIATIONS OF GAAP FINANCIAL OUTLOOK TO NON-GAAP FINANCIAL OUTLOOK

(in thousands, except per share data, unaudited – calculated at the midpoint of the outlook range)

Three Months Ending

September 30,

2026

GAAP Net income

2,909

Adjustments:

Forecasted Depreciation and amortization

3,890

Forecasted Stock-based compensation

16,350

Forecasted Interest expense

634

Forecasted Other income, net

(2,283

)

Forecasted Income tax expense (benefit)

(100

)

Adjusted EBITDA

21,400

GAAP Net income

2,909

Adjustments:

Forecasted Depreciation and amortization

3,890

Forecasted Stock-based compensation

16,350

Forecasted Income tax effects of adjustments

(3,882

)

Non-GAAP Net income

19,267

GAAP Net income per share — diluted

0.09

Non-GAAP Net income per share — diluted(1)

0.61

GAAP Weighted-average shares — diluted

31,400

Dilutive shares

1,200

Non-GAAP Weighted-average shares — diluted(1)

32,600

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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