Form 8-K
8-K — IMPINJ INC
Accession: 0001193125-26-436184
Filed: 2026-10-28
Period: 2026-10-28
CIK: 0001114995
SIC: 3679 (ELECTRONIC COMPONENTS, NEC)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — pi-20261028.htm (Primary)
EX-99.1 (pi-ex99_1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: pi-20261028.htm · Sequence: 1
8-K
0001114995false00011149952026-10-282026-10-28
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): October 28, 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 2.02
Results of Operations and Financial Condition
On October 28, 2026, Impinj, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the press release, entitled “Impinj Reports Third 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 October 28, 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: October 28, 2026
EX-99.1
EX-99.1
Filename: pi-ex99_1.htm · Sequence: 2
EX-99.1
Exhibit 99.1
Impinj Reports Third Quarter 2026 Financial Results
SEATTLE, WA, October 28, 2026– Impinj, Inc. (Nasdaq: PI), a leading RAIN RFID provider and Internet of Things pioneer, today released its financial results for the third quarter ended September 30, 2026.
“Our third-quarter results were strong, with endpoint IC revenue and unit volumes, as well as total revenue, all setting new quarterly records,” said Chris Diorio, Impinj co-founder and CEO. “M800’s market strength, resilient retail demand, growth at our lighthouse accounts and Gen2X momentum all contributed to those record results, and we see those trends continuing.”
Third Quarter 2026 Financial Summary
•
Revenue of $112.1 million
•
GAAP gross margin of 52.8%; non-GAAP gross margin of 54.9%
•
GAAP net income of $4.7 million, or income of $0.15 per diluted share using 31.5 million shares
•
Adjusted EBITDA of $24.5 million
•
Non-GAAP net income of $22.1 million, or income of $0.69 per diluted share using 32.6 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.
Fourth 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 fourth quarter of 2026 (in millions, except per share data):
Three Months Ending
December 31, 2026
Revenue
$104.0 to $107.0
GAAP Net income
$1.2 to $2.7
Adjusted EBITDA income
$19.2 to $20.7
GAAP Weighted-average shares — diluted
31.8 to 32.0
GAAP Net income per share — diluted
$0.04 to $0.08
Non-GAAP Net income
$17.6 to $19.1
Non-GAAP Weighted-average shares — diluted(1)
32.5 to 32.7
Non-GAAP Net income per share — diluted(1)
$0.55 to $0.60
(1) Non-GAAP diluted net income per share includes the impact of our convertible debt, using the if-converted method, which assumes conversion at the beginning of a period and full share settlement. Interest expense of $0.4 million is added back to Non-GAAP net income of $17.6 to $19.1 million then divided by 32.5 to 32.7 million Non-GAAP diluted weighted average shares.
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 third-quarter 2026 results and fourth-quarter 2026 outlook today, October 28, 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 1208951.
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 fourth 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) delivers the Physical Intelligence that connects the physical world to the AI-powered digital world, fueling automated workflows and improving consumer experiences. From retail merchandise and groceries to packages and shipping pallets, Impinj products and solutions identify and track tens of billions of everyday items, providing real-time operational insights that enable businesses to visualize everything, waste nothing and act instantly. 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
Bassil Elkadi
Senior Director, Communications & Public Relations
+1 206-517-5300
comms@impinj.com
IMPINJ, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value, unaudited)
September 30, 2026
December 31, 2025
Assets:
Current assets:
Cash and cash equivalents
$
38,741
$
48,206
Short-term investments
74,238
127,130
Accounts receivable, net
78,131
70,785
Inventory
83,369
84,961
Prepaid expenses and other current assets
60,053
8,135
Total current assets
334,532
339,217
Long-term investments
115,344
103,766
Property and equipment, net
48,755
50,290
Intangible assets, net
7,613
9,501
Operating lease right-of-use assets
21,334
20,896
Other non-current assets
425
795
Goodwill
20,109
20,721
Total assets
$
548,112
$
545,186
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable
$
13,337
$
13,614
Accrued compensation and employee related benefits
15,068
9,936
Accrued and other current liabilities
2,765
3,664
Current portion of operating lease liabilities
1,969
776
Current portion of long-term debt
995
96,745
Current portion of deferred revenue
1,375
1,791
Total current liabilities
35,509
126,526
Long-term debt
185,311
184,141
Operating lease liabilities, net of current portion
22,738
22,536
Deferred tax liabilities, net
1,694
2,062
Deferred revenue, net of current portion
529
690
Total liabilities
245,781
335,955
Stockholders’ equity:
Common stock, $0.001 par value
31
30
Additional paid-in capital
711,573
606,852
Accumulated other comprehensive income (loss)
(749
)
2,509
Accumulated deficit
(408,524
)
(400,160
)
Total stockholders’ equity
302,331
209,231
Total liabilities and stockholders’ equity
$
548,112
$
545,186
IMPINJ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data, unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Revenue
$
112,083
$
96,055
$
294,704
$
268,226
Cost of revenue
52,954
47,727
135,583
126,604
Gross profit
59,129
48,328
159,121
141,622
Operating expenses:
Research and development
30,581
25,720
88,567
75,686
Sales and marketing
10,271
9,380
29,857
26,173
General and administrative
13,175
12,035
39,188
36,259
Amortization of intangibles
511
537
1,582
1,543
Total operating expenses
54,538
47,672
159,194
139,661
Income (loss) from operations
4,591
656
(73
)
1,961
Other income, net
2,515
2,592
7,436
6,705
Induced conversion expense
(1,793
)
(15,026
)
(13,731
)
(15,026
)
Interest expense
(596
)
(1,121
)
(2,000
)
(3,569
)
Income (loss) before income taxes
4,717
(12,899
)
(8,368
)
(9,929
)
Income tax benefit (expense)
(40
)
89
4
221
Net income (loss)
$
4,677
$
(12,810
)
$
(8,364
)
$
(9,708
)
Net income (loss) per share — basic
$
0.15
$
(0.44
)
$
(0.27
)
$
(0.33
)
Net income (loss) per share — diluted
$
0.15
$
(0.44
)
$
(0.27
)
$
(0.33
)
Weighted-average shares outstanding — basic
30,617
29,338
30,463
28,995
Weighted-average shares outstanding — diluted
31,495
29,338
30,463
28,995
IMPINJ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
Nine Months Ended
September 30,
2026
2025
Operating activities:
Net loss
$
(8,364
)
$
(9,708
)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
11,538
11,082
Stock-based compensation
47,092
40,096
Loss on fixed asset disposal
114
—
Gain on remeasurement of capped call transactions
(102
)
—
Accretion of discount or amortization of premium on investments
(685
)
(1,860
)
Amortization of debt issuance costs
1,444
1,274
Induced conversion expense related to convertible notes
13,731
15,026
Deferred tax expense
(308
)
(297
)
Changes in operating assets and liabilities:
Accounts receivable
(7,372
)
(4,153
)
Inventory
1,553
6,806
Prepaid expenses and other assets
(1,937
)
(1,409
)
Accounts payable
(204
)
(977
)
Accrued compensation and employee related benefits
5,179
(12,906
)
Accrued and other liabilities
(899
)
659
Operating lease right-of-use assets
1,211
2,019
Operating lease liabilities
(255
)
(2,699
)
Deferred revenue
(544
)
657
Net cash provided by operating activities
61,192
43,610
Investing activities:
Purchases of investments
(120,959
)
(146,293
)
Proceeds from sales of investments
45,183
12,937
Proceeds from maturities of investments
115,072
115,480
Purchases of property and equipment
(9,186
)
(11,343
)
Net cash provided by (used in) investing activities
30,110
(29,219
)
Financing activities:
Proceeds from issuance of 2025 Notes, net of issuance costs
—
183,658
Premiums paid for capped call transactions
—
(11,210
)
Payment of 2021 Notes
(103,560
)
(190,000
)
Proceeds from exercise of stock options and employee stock purchase plan
5,296
11,025
Payments of taxes on restricted stock units
(2,415
)
(2,550
)
Net cash used in financing activities
(100,679
)
(9,077
)
Effect of exchange rate changes on cash and cash equivalents
(88
)
359
Net increase (decrease) in cash and cash equivalents
(9,465
)
5,673
Cash and cash equivalents
Beginning of period
48,206
46,053
End of period
$
38,741
$
51,726
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
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
GAAP Gross margin
52.8
%
50.3
%
54.0
%
52.8
%
Adjustments:
Depreciation and amortization
1.8
%
2.1
%
2.1
%
2.2
%
Stock-based compensation
0.3
%
0.5
%
0.4
%
0.6
%
Non-GAAP Gross margin
54.9
%
53.0
%
56.5
%
55.6
%
Certain amounts may be off due to rounding
GAAP Net income (loss)
$
4,677
$
(12,810
)
$
(8,364
)
$
(9,708
)
Adjustments:
Depreciation and amortization
3,804
3,852
11,538
11,082
Stock-based compensation
16,106
14,551
47,092
40,096
Other income, net
(2,515
)
(2,592
)
(7,436
)
(6,705
)
Induced conversion expense
1,793
15,026
13,731
15,026
Interest expense
596
1,121
2,000
3,569
Income tax expense (benefit)
40
(89
)
(4
)
(221
)
Adjusted EBITDA
$
24,501
$
19,059
$
58,557
$
53,139
GAAP Net income (loss)
$
4,677
$
(12,810
)
$
(8,364
)
$
(9,708
)
Adjustments:
Depreciation and amortization
3,804
3,852
11,538
11,082
Stock-based compensation
16,106
14,551
47,092
40,096
Induced conversion expense
1,793
15,026
13,731
15,026
Income tax effects of adjustments (1)
(4,296
)
(2,918
)
(10,505
)
(7,975
)
Non-GAAP Net income
$
22,084
$
17,701
$
53,492
$
48,521
Non-GAAP Net income per share — diluted
$
0.69
(2)
$
0.58
(2)
$
1.71
(2)
$
1.61
(2)
GAAP Weighted-average shares — diluted
31,495
(3)
29,338
30,463
28,995
Dilutive shares from stock plans
—
1,000
704
818
Dilutive shares from convertible debt
1,150
2,339
1,302
2,506
Non-GAAP Weighted-average shares — diluted
32,645
(2)
32,677
(2)
32,469
(2)
32,319
(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) 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
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
GAAP Net cash provided by operating activities
$
25,608
$
20,893
$
61,192
$
43,610
Adjustments:
Purchases of property and equipment
(5,020
)
(2,940
)
(9,186
)
(11,343
)
Free cash flow
$
20,588
$
17,953
$
52,006
$
32,267
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
December 31,
2026
GAAP Net income
$
1,972
Adjustments:
Forecasted Depreciation and amortization
3,910
Forecasted Stock-based compensation
16,210
Forecasted Interest expense
396
Forecasted Other income, net
(2,488
)
Forecasted Income tax expense (benefit)
(100
)
Adjusted EBITDA
$
19,900
GAAP Net income
$
1,972
Adjustments:
Forecasted Depreciation and amortization
3,910
Forecasted Stock-based compensation
16,210
Forecasted Income tax effects of adjustments
(3,709
)
Non-GAAP Net income
$
18,383
GAAP Net income per share — diluted
$
0.06
Non-GAAP Net income per share — diluted(1)
$
0.58
GAAP Weighted-average shares — diluted
31,900
Dilutive shares
700
Non-GAAP Weighted-average shares — diluted(1)
32,600
(1) Non-GAAP diluted net income per share includes the impact of our convertible debt, using the if-converted method, which assumes conversion at the beginning of a period and full share settlement. Interest expense of $0.4 million is added back to Non-GAAP net income of $18.4 million then divided by 32.6 million Non-GAAP diluted weighted average shares.
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Oct. 28, 2026
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Entity Tax Identification Number
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ 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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Balance Type:
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- Definition
Indicate if registrant meets the emerging growth company criteria.
+ 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
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
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Data Type:
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Balance Type:
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X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ 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
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.
+ Details
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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 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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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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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 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
-Section 14d
-Subsection 2b
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Balance Type:
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Period Type:
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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
-Subsection b
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Data Type:
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Period Type:
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- Definition
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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Data Type:
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Balance Type:
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Period Type:
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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 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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Data Type:
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Balance Type:
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Period Type:
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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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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