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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _ to _

Commission File Number 001-37824

 

IMPINJ, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

91-2041398

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

400 Fairview Avenue North, Suite 1200,

Seattle, Washington

98109

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (206) 517-5300

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

Common Stock, $0.001 par value per share

(Title of each class)

PI

(Trading Symbol)

The Nasdaq Global Select Market

(Name of each exchange on which registered)

 

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

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financing reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Registrant’s common stock held by non-affiliates based upon the closing price of such shares on The Nasdaq Global Market on such date was approximately $2.9 billion.

As of January 30, 2026, 30,231,686 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this report, to the extent not set forth herein, is incorporated in this report by reference to the registrant’s definitive proxy statement relating to its 2026 annual meeting of stockholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025.

Table of Contents

Table of Contents

 

Page

 

Risk Factors Summary

3

 

Note Regarding Forward-Looking statements

4

PART I

Item 1.

Business

5

Item 1A.

Risk Factors

14

Item 1B.

Unresolved Staff Comments

36

Item 1C.

Cybersecurity

36

Item 2.

Properties

38

Item 3.

Legal Proceedings

38

Item 4.

Mine Safety Disclosures

38

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

39

Item 6.

Reserved

40

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

41

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

51

Item 8.

Financial Statements and Supplementary Data

53

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

90

Item 9A.

Controls and Procedures

90

Item 9B.

Other Information

90

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

91

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

92

Item 11.

Executive Compensation

92

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

92

Item 13.

Certain Relationships and Related Transactions, and Director Independence

92

Item 14.

Principal Accountant Fees and Services

92

PART IV

Item 15.

Exhibits and Financial Statement Schedules

93

Item 16.

Form 10-K Summary

97

 

 

2

Table of Contents

As used in this report, the terms “Impinj,” “the Company,” “we,” “us” and “our” refer to Impinj, Inc., unless the context indicates otherwise.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section of this report captioned “Risk Factors.” These risks include, but are not limited to, the following:

•
we operate in a very competitive market;
•
RAIN adoption is concentrated in key markets and the extent and pace of RAIN market adoption beyond those markets is uncertain;
•
our ability to deliver enterprise solutions at scale is nascent;
•
poor product quality could result in significant costs to us and impair our ability to sell our products;
•
end users and partners must design our products into their products and business processes;
•
an inability or limited ability of end user systems to exploit RAIN information may adversely affect the market for our products;
•
alternative technologies may enable products and services that compete with ours;
•
we obtain the products we sell through a limited number of third parties with whom we do not have long-term supply contracts;
•
the availability of silicon wafers and other key inputs to our business can fluctuate and shortages can adversely affect our revenue and/or gross margins;
•
changes in global trade policies could have a material adverse effect on us;
•
we must attract and retain employees with specialized knowledge and experience to compete effectively;
•
we rely on a small number of customers for a large share of our revenue;
•
our ability to affect or determine end-user demand is limited in part because we sell and fulfill primarily through partners and rarely directly to end users;
•
our growth strategy depends in part on the success of strategic relationships with third parties and their continued performance and alignment;
•
if we are unable to protect and enforce our intellectual property, then our business could be adversely affected;
•
we have been and may in the future be party to intellectual property disputes which could be time consuming and costly to prosecute, defend or settle, result in the loss of significant rights, and adversely affect RAIN adoption or adoption of our products or platform;
•
we have a history of losses and have only achieved profitability periodically and we cannot be certain that we will attain or sustain profitability in the future;
•
we have a history of significant fluctuations in our quarterly and annual operating results;
•
our principal stockholders and management own a significant percentage of our stock and are able to exercise significant influence over matters subject to stockholder approval; and
•
we may not have sufficient cash flow or access to cash necessary to satisfy our obligations under the $190.0 million aggregate principal amount 0% convertible senior notes due 2029, or the 2025 Notes, and $97.5 million aggregate principal amount 1.125% convertible senior notes due 2027, or the 2021 Notes, and our current and future indebtedness may restrict our business.

3

Table of Contents

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition or state other “forward-looking” information. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. They include, but are not limited to, statements about:

•
our market opportunity;
•
the adoption of RAIN technology and solutions, including with respect to the adoption of Gen2X;
•
our ability to compete effectively against competitors and competing technologies;
•
our market share and product leadership;
•
our business model, strategic plans and product development plans, including with respect to the expansion of our software and cloud services offerings;
•
the impact of macroeconomic conditions on our business, operations and financial condition;
•
the impact of wafer supply and availability on our business, operations and financial condition;
•
our future financial performance, including our average selling prices, gross margins and the dependency of our future financial performance on macroeconomic conditions or industry trends;
•
the performance of third parties on which we rely for product development, manufacturing, assembly and testing;
•
our relationship with other third parties on which we rely for product distribution, sales, integration and deployment;
•
our ability to adequately protect our intellectual property;
•
the regulatory environment for our products and services; and
•
our leadership in industry and standards-setting bodies.

Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, including those factors discussed in Part I, Item 1A (Risk Factors).

Considering the significant uncertainties and risks inherent in these forward-looking statements, you should not regard these statements as a representation or warranty by us or anyone else that we will achieve our objectives and plans in any specified time frame, or at all, or as predictions of future events. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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PART I

Item 1. Business

Overview

Our vision is a world in which every item that enterprises manufacture, transport and sell, and that people own, use and recycle, is wirelessly and ubiquitously connected to the cloud. And a world in which the ownership, history and linked information for every one of those items is seamlessly available to enterprises and people. We call our expansive vision a Boundless Internet of Things, or IoT. We design and sell a platform that enables that wireless item-to-cloud connectivity and with which we and our partners innovate IoT solutions.

Our mission is to connect every thing. We have enabled connectivity for more than 150 billion items to date, delivering item visibility, traceability and improved operational efficiencies for retailers, supply chain and logistics, or SC&L providers, restaurants and food-service providers, airlines, automobile manufacturers, healthcare companies and many more.

We are today focused on extending item connectivity from tens of billions to trillions of items, and delivering item data not just to enterprises but to people, so they too can benefit from their connected items. We believe the Boundless IoT we are enabling will, in the not-too-distant future, give people ubiquitous access to cloud-based digital twins of every item, each storing the item’s history, location and linked information and helping people explore and learn about the item. We believe that that connectivity will transform the world.

Impinj Platform

We and our partner ecosystem build item-visibility solutions using products that we design and either sell or license, including silicon radios; reading systems; tag design, manufacturing, test, encoding and commissioning systems, or collectively “tag production systems”; and intellectual property. We also offer software and cloud services, and while nascent from a standalone revenue perspective, they enable our other product offerings and we intend to expand them as a part of our growth strategy. We sell two types of silicon radios. The first are endpoint ICs that store a serialized number to wirelessly identify an item. Our partners embed endpoint ICs into an item or its packaging. These ICs may also contain a cryptographic key to authenticate the item. The second are reader ICs that our partners use in embedded or finished readers to wirelessly discover, inventory and engage the endpoint ICs. Those readers may also protect an item or consumer, for example by authenticating the item as genuine or privatizing the item by rendering the endpoint IC unresponsive without the consumer first providing a password. Our reading systems comprise high-performance finished readers and gateways used primarily in autonomous reading solutions. Our tag production systems enable partner products and facilitate enterprise deployments. Our software and cloud service offerings focus on solutions enablement, particularly at enterprises with whom we have a close business relationship

We sell our products, individually or as a whole platform offering, primarily with or through our partner ecosystem. That ecosystem comprises original equipment manufacturers, or OEMs, tag service bureaus, original device manufacturers, or ODMs, systems integrators, or SIs, value-added resellers, or VARs, independent software vendors, or ISVs, and other solution partners.

Our radios follow the RAIN industry’s air-interface standard for their core reading functionality. We create partner and enterprise preference for our radios and solutions by adding differentiated features into them, supporting those features across our platform and licensing them where appropriate, to deliver solutions capabilities and performance that surpasses mix-and-match solutions built from competitor products. We have also introduced a set of compatible extensions to the RAIN industry’s air-interface standard, which we call Gen2X, that enhance the performance and protection of our solutions. The RAIN industry, on both the reader and solutions side, has broadly embraced Gen2X.

We are a leader in the RAIN market. We spearheaded developing the RAIN air-interface standard, lobbied governments to allocate radio spectrum and cofounded the RAIN industry alliance that today has

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more than 150 member companies. Our industry uses free spectrum in 81 countries encompassing roughly 95% of the world’s GDP. We believe RAIN’s capabilities – endpoint ICs with serialized item identifiers, battery-free operation, 30-foot range, not line-of-sight readability, up to 1,000 reads per second, essentially unlimited life and available cryptographic authentication, all at a cost of pennies per item – position RAIN to be the leading item-to-cloud connectivity technology for the IoT. We believe our success derives from the capabilities and performance of our enterprise solutions, and the visibility those solutions give enterprise to items they manufacture, transport and sell.

RAIN market adoption has historically been slower than we and industry sources have anticipated. For more information related to market adoption, please see the section of this report captioned “Risk Factors.”

Endpoint ICs

Our endpoint IC product family comprises miniature radios-on-a-chip that sell for pennies yet can wirelessly connect almost any item. Each IC attaches to a host item and includes a number to identify the item. The IC may also include or enable features such as user data storage, security, authentication, loss prevention, privacy protection and value-added Impinj custom capabilities, all accessible by our platform.

Our OEM partners typically attach an endpoint IC to a printed or etched antenna on a paper or PET backing, then cover the composite inlay with a paper face to form a tag. More recently, some of our partners have begun embedding the endpoint IC into wire, thread or woven tags. Enterprises attach or embed the tags onto or into items in retail, SC&L, healthcare, automotive, sports, industrial and manufacturing, consumer experience, datacenter, travel, food, banking and other use cases. Regardless of the method by which our partners attach or embed an endpoint IC onto or into an item, we refer to an IC and its host item as an endpoint.

When a consumer purchases an item, a store or supplier will typically procure another item to sell, including another endpoint IC. We believe endpoint ICs represent the first market for consumable silicon and are a reoccurring revenue source for us.

Systems

Our systems comprise our finished readers, reader ICs; software and services; and tag production systems. We and our partners create solutions that typically combine several of these products with endpoint ICs, and often use our entire platform. We and they sell those solutions to enterprise end users.

Our reader IC product family comprises multiple ICs, tiered by performance and functionality, that our OEM and ODM partners use in their mobile or handheld readers, embedded readers, fixed readers, gateways, appliances and other edge devices. We offer easy-to-use application programming interfaces, or APIs, development environments, sample code and drivers and libraries to facilitate partner reader development. We leverage our solutions learnings to continually improve the firmware in our reader ICs. We sell our reader ICs for tens of dollars.

Our reader product family comprises multiple finished readers tiered by performance and functionality. Our gateways integrate our readers with beamforming antennas to electrically steer a radio beam like a radar, locating and tracking items. Our readers and gateways are easy to deploy and use, can be powered via power-over-Ethernet, or PoE, and are certified for operation in more than 40 countries. They wirelessly provide power to, and communicate bidirectionally with, endpoint ICs on host items. They also read, write, authenticate and engage the endpoint ICs on those items. We sell our readers and gateways through distributors, SIs, VARs and solution providers for hundreds to thousands of dollars.

We provide and sell software, either bundled with our readers or standalone, that allows us and our partners to solve enterprise business problems such as package sortation, dock door ingress/egress and retail self-checkout and loss prevention. Our software runs either on our readers and gateways or partly on them and partly on host devices or in the cloud. We also offer cloud services for item resolution and label authentication.

Our Voyantic Oy entity is a leading provider of tag production systems and sells those systems primarily to our inlay partners.

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Competitive Advantages

We believe we can extend our RAIN market leadership by leveraging our competitive strengths, including:

•
Platform. Our platform incorporates enhanced functionalities, including our Gen2X extensions to the RAIN air-interface, that we believe improve solution performance, capabilities, reliability and ease-of-use and allow us to surpass mix-and-match solutions built from competitor components.
•
Market Leadership. We believe we are the only company with an integrated platform spanning endpoint ICs, reader ICs, readers and gateways, tag production systems and software and cloud services.
•
Technology Leadership. Our singular RAIN focus has enabled us to regularly be first-to-market with innovative, high-performing products. Our chief executive officer is a recognized industry thought leader, a prior director of the RAIN Alliance and prior editor of the RAIN air-interface standard.
•
Partner Ecosystem. Our worldwide partner ecosystem, comprising hundreds of tag and reader ODMs and OEMs, distributors, SIs, VARs and software solution partners gives us market reach, penetration and scale we believe few, if any, of our competitors enjoy.
•
Trusted Brand. We believe our industry leadership, name recognition and reputation for innovative, high performing, quality products have significantly contributed to our leading market position.
•
Intellectual Property. We believe we have the leading RAIN patent portfolio. As of December 31, 2025, our portfolio included 285 issued and allowed U.S. patents, nine issued international patents, 20 pending U.S. patent applications and 19 pending international patent applications.

Industry Use Cases

The following use cases are representative of RAIN deployments we serve today.

Retail

Retailers, both traditional brick-and-mortar and online, apply billions of RAIN tags each year, historically to retail apparel and footwear but today, increasingly, to retail general merchandise such as home goods, health and beauty items, tires, toys, sporting goods, automotive parts, consumer electronics and other items. Retailers can obtain these benefits using our platform:

•
In-store Inventory Visibility. Our platform delivers accurate and timely data about a retailer’s product inventory, enabling a retailer to reduce inventory and increase same-store sales by ensuring each store is properly stocked and allowing staff to focus on customers rather than on inventorying or finding items.
•
Omnichannel Fulfillment. The cornerstone of successful omnichannel fulfillment is inventory visibility in stores and warehouses. Our platform can deliver that visibility and thereby facilitate online sales, including online purchasing with pickup in store. It can also help retailers sell from any retail location, confidently sell to the last item and facilitate seamless returns.
•
Self-checkout and Loss Prevention. Consumer self-checkout is a clear opportunity for retailers looking to modernize their in-store experience. However, self-checkout requires effective loss prevention. Our platform can enable both – self-checkout via sales terminals that read endpoint ICs on item, and loss prevention that scans the RAIN tags for unsold items leaving the store. As our inlay partners focus on embedding RAIN tags directly into items, we focus on key innovations like our patented Protected Mode that allows a tag to require a

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PIN for post-point-of-sale readability, enabling loss-prevention solutions to focus on unsold items while satisfying General Data Protection Regulation, or GDPR, and similar consumer privacy requirements.

Supply Chain and Logistics

SC&L includes shipping companies, third-party logistics providers, postal organizations, captive distribution capabilities and other organizations that transport products worldwide. SC&L organizations are increasingly demanding real-time shipping data to virtualize, analyze and optimize their operations. SC&L companies can obtain these benefits using our platform:

•
Shipment Verification and Parcel Tracking. Our platform provides real-time data about items passing through dock doors to the systems that run shipping and receiving, helping SC&L companies reduce mistakes, automate processes and drive operational efficiencies.
•
Conveyor Sortation. Our platform enables high-speed, real-time, not-line-of-sight reading of packages moving along conveyors, improving sortation accuracy and reducing shipping errors.
•
Returnable Transit Item, or RTI, Tracking. By tagging RTI containers, our platform can reduce RTI loss and ensure SC&L companies have the RTI containers they need.
•
Asset Management. Our platform enables automated asset check-in/out procedures and location monitoring, reducing loss and improving efficiencies and maintenance-schedule compliance.

Other Industries

These other industries can also obtain benefits using our platform:

•
Automotive. Car manufacturers use our platform to track and verify automotive parts for vehicle assembly, reducing mistakes and labor costs and improving operations.
•
Aviation. Luggage tags that incorporate our endpoint ICs help airlines give passengers real-time information about their checked bags as well as reduce lost bags.
•
Banking. Banks use our endpoint ICs for money bundles and to track information-technology assets.
•
Datacenters. Datacenters use our platform for asset tracking.
•
Food. Our reader ICs track syrup cartridges for replenishment in soda fountains. Our endpoint ICs track bakery items, meat, fish and fresh produce for freshness as well as inventory visibility.
•
Healthcare. Hospitals use our platform to track assets and manage patient and clinician workflows. Partner products built on our platform include RAIN-enabled medical cabinets and refrigerators.
•
Industrial and Manufacturing. Industrial companies track components to increase manufacturing productivity and reduce shipping errors. Manufacturers use our platform to track assets and tools, reducing errors and increasing calibration compliance.
•
Linen and Uniform Tracking. Laundry providers embed washable tags into their linens and uniforms for automated sortation.
•
Sports. Marathons and other foot races track runners via our endpoint ICs in race bibs. Golf venues score participants’ shots via our endpoint ICs inside golf balls.
•
Travel. Driver licenses in some states in the United States and Global Entry cards include our endpoint ICs to speed border crossings. Fueling stations use vehicle windshield tags to enable automatic and cashless fueling.

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Growth Strategies

To continue growing our business and our opportunities, we plan to focus on the following strategic areas:

•
Enterprise Solutions: We will continue developing solutions to previously unsolved enterprise business problems. As we mature those solutions, we will focus on solutions repeatability with top-tier partners.
•
RAIN silicon: We will continue investing in endpoint IC and reader IC performance, differentiated features, cost reduction and platform integration to win opportunities across markets and geographies.
•
Platform preference: We will continue investing in differentiated product capabilities, services, solutions software, cloud services for item authentication and device and solution management and tag production systems to enhance our platform’s reach and breadth and enable new use cases and recurring-revenue opportunities.

Sales and Marketing

We have a worldwide sales team with expertise in enterprise solutions, endpoint ICs, reader ICs, readers, gateways and tag production systems. We primarily sell through our global ecosystem of hundreds of partners as follows:

•
Endpoint ICs: Directly to inlay and tag OEMs.
•
Solutions: Directly to a small number of lighthouse enterprises, servicing the rest of the market with and through partners.
•
Reader ICs: Through distribution to handheld- and fixed-reader OEMs and ODMs.
•
Readers and gateways: Through distribution to solutions providers, VARs and SIs.
•
Test production systems: Directly to inlay and tag OEMs, certification bodies and enterprises.

We engender preference for our platform in all our sales engagements, encouraging enterprises and partners to use our entire platform. Our business development, product marketing, technical and systems engineers actively engage those enterprises and partners to create awareness, joint solutions, joint selling and sales enablement.

The following table presents revenue concentration from our major customers representing 10% or more of total revenue for the periods presented:

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Revenue:

 

 

 

 

 

 

Customer A

 

 

34

%

 

 

28

%

 

 

33

%

Customer B

 

 

15

 

 

 

15

 

 

*

 

Customer C

 

 

12

 

 

 

17

 

 

 

11

 

 

 

61

%

 

 

60

%

 

 

44

%

* Customer accounted for less than 10% of total revenue in the period.

Manufacturing

We outsource most of our product manufacturing to third parties that build our products to our specifications, manufacturing only a small portion of our products, principally some of our tag production systems ourselves. This capital-efficient operating model scales efficiently with volume, allowing us to focus our resources on developing new products and solutions.

Taiwan Semiconductor Manufacturing Company Limited, or TSMC, manufactures our endpoint IC wafers primarily in Taiwan and has been our supplier since 2003. We order endpoint IC wafers on a purchase-order basis and do not have a long-term supply agreement with TSMC. We test the wafers

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primarily in Asia. We use multiple subcontractors to post-process the wafers including Stars Microelectronics (Thailand) Public Company Limited, or Stars, Chipbond Technology Corporation, or Chipbond, and Unisem Group, or Unisem. We generally engage all our endpoint IC subcontractors on a purchase-order basis.

TSMC manufactures our reader IC wafers in Asia and has been our supplier since 2021. We order our reader IC wafers on a purchase-order basis and do not have a long-term supply agreement with TSMC. We package and test our reader ICs in Asia. We primarily engage our reader IC subcontractors on a purchase-order basis.

Plexus Corp., or Plexus, manufactures our readers and gateways in Asia and has been our supplier since 2005. We order readers and gateways pursuant to non-exclusive purchase agreements that automatically renew each year, subject to each party’s right to terminate on 180 days’ notice. We use subcontractors on a purchase-order basis to assemble and test printed circuit boards, to build our reader and gateway enclosures and to test our readers and gateways.

We manufacture our tag production systems in Finland, at Voyantic Oy, which we acquired in April 2023. This acquisition extended our platform’s reach to tag production systems for both our and competitors’ endpoint ICs.

Research and Development

We built our company on a foundation of technology leadership, innovation and best-in-class products. Throughout our history we have committed, and we plan to continue committing, significant resources to technology, innovation and product and solutions development. We believe we have achieved our leading market position by continuously improving our product performance, features, quality and reliability while reducing costs, and we plan to invest to continue doing so.

In most situations, we strive to lead the market with new products and innovations, but we sometimes adopt a more deliberate approach depending on the situation. As one example, our nearest endpoint IC competitor migrated from 200mm wafers to 300mm wafers before we did. That migration caused the inlay OEMs to gradually retrofit their inlay assembly machines to handle 300mm wafers. In the meantime, we focused on an endpoint IC process-node migration, which we completed in 2020. Our first products in that process node, the Impinj M730 and M750, were not only on 300mm wafers, but had roughly twice as many ICs per wafer as that competitor and entered the market with the inlay OEMs already able to process 300mm wafers. We then introduced our newest endpoint IC products, the Impinj M830 and M850, in 2023, with approximately 25% more die per wafer than the M700 family and the inlay OEMs again able to immediately assemble the 300mm wafers.

We have a team of skilled engineers that today conduct all our research and most of our product development internally. As of December 31, 2025, we had 255 employees in research and development. We regularly review our technology, products and market development opportunities and reallocate our spending and resources accordingly.

Intellectual Property

We protect our technologies by filing patent applications, retaining trade secrets and defending and enforcing our intellectual property rights where appropriate. As of December 31, 2025, our intellectual property portfolio includes 285 issued and allowed U.S. patents, nine issued international patents, 20 pending U.S. patent applications and 19 pending international patent applications. Of our 278 utility patents, 11 will expire in 2026 and of our four design patents, none will expire in 2026. To protect confidential information not otherwise subject to patent protection, we rely on trade secret law and enter into confidentiality agreements with our employees, customers, suppliers and partners.

Because most RAIN products are used in the United States, and because most of our partners, end users and competitors have U.S. operations, we believe U.S. patents hold the most value for our business. Consequently, we have primarily filed U.S. patent applications. Because our portfolio currently comprises mostly U.S. patents, we have limited ability to assert our IP rights outside the United States.

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Although our patents and trade secrets are valuable assets, we do not view any one of them as material. Instead, we believe the totality of our patent and trade-secret portfolio creates an advantage for our business.

We have also entered into certain inbound and outbound intellectual property licenses and cross-licenses with other companies. For example, we have licenses to third-party IP we use in our products. As another example, by participating in developing GS1 EPCglobal protocols, such as the RAIN air-interface protocol, we agreed to license those of our patents necessary to practice those protocols on a royalty-free basis to other GS1 EPCglobal members, subject to reciprocal royalty-free rights from those members. By participating in developing International Organization for Standardization, or ISO, standards, we agreed to grant to all users worldwide a license to those of our patents necessarily infringed by the practice of several ISO standards, including RAIN and non-RAIN, on reasonable and nondiscriminatory terms, here again subject to reciprocity. In addition to the above and other licenses, we also entered into a broad patent cross-license agreement as a part of a legal settlement. For further information on this agreement, see note 12 of our consolidated financial statements included elsewhere in this report.

We own several trademarks and develop names for our new products and secure trademark protection for them, including domain name registration, in relevant jurisdictions.

Alliances and Standardization

Our platform uses the RAIN technology we pioneered. We spearheaded developing the RAIN air-interface standard, lobbied governments to allocate frequency spectrum and, along with Google, Intel and Smartrac, cofounded the RAIN Alliance. A member of our management team is currently a RAIN Alliance Director. The Alliance is a global organization promoting the universal adoption of RAIN technology and solutions, with more than 150 members as of December 31, 2025.

We, our enterprise end users, partners and competitors developed the RAIN air-interface protocol, whose technical name is EPC™ Radio-Frequency Identity Protocols Generation-2 UHF RFID (developed by GS1 EPCglobal; standardized by ISO as ISO/IEC 18000-63; known colloquially as Gen2) in 2004, with us as editor. Our community delivered backward-compatible updates to this protocol in 2013 and in 2024, both times again with us as editor. Our industry uses the RAIN air-interface standard nearly exclusively.

In 2024, we introduced enhancements to the radio and logical layers of the RAIN air-interface protocol that speed inventory, increase tag read range, declutter the tag environment, protect consumers, inhibit label and item counterfeiting and reduce solution cost. We call these enhancements Gen2X.

By participating in GS1 EPCglobal, which produced the Gen2 protocol, and ISO, which ratified 18000-63 as a standard, as well as in other certification and standards bodies, we agreed to license certain necessary patents as described in the section captioned “Intellectual Property.”

Government Regulations

Government regulations require us to certify our readers and gateways in jurisdictions where they operate. For example, we certify our readers and gateways to Federal Communications Commission regulations to operate in the United States and its territories. Our readers and gateways are certified for operation in more than 40 countries worldwide including the United States, Canada, Mexico, China, Japan, South Korea and all of the European Union. The effects of compliance with applicable government regulations are currently not material to our results of operations, capital expenditures or competitive position. However, compliance with changes to existing or new regulations may have material adverse effect on our future results of operations, capital expenditures and competitive position. For more information, see the section of this report captioned “Risk Factors.”

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Competition

Each of our competitors competes with some, but not all, of our products. Our primary competition includes:

•
Endpoint ICs: NXP B.V., or NXP, Kiloway, Quanray, Shanghai Fudan Microelectronics Group, Alibaba and Alien Technology Corporation, or Alien.
•
Reader ICs: Phychips Inc and Shanghai Fudan Microelectronics Group.
•
Readers and gateways: Most major reader and gateway suppliers leverage, or have a stated intent to leverage, our platform.
•
Tag and production systems: CISC Semiconductor GmbH, or CISC.

The markets for RAIN, our platform and our products are highly competitive. New entrants can and do come into our market at any time, and we expect competition to increase as the market and end-user adoption grow. The competitive factors that impact our platform and product sales include:

•
portfolio, performance, features, lead times, quality, reliability and price;
•
development tools, support, ease of use and reference designs;
•
integration and certification with enterprise applications;
•
APIs (except in the endpoint IC market);
•
company reputation.

Although we believe we compete favorably on the above factors, our future competitiveness will depend on our ability to design, develop and deliver compelling products and enable compelling enterprise solutions.

Because our product pricing is denominated in U.S. dollars, we sometimes experience competitive pressures due to prevailing exchange rates. In addition, our competitive position depends on our ability to continue attracting and retaining talent while protecting our IP. For additional information on the risks associated with our business, see “Risk Factors.”

Employees and Culture

Principals and Culture

We firmly believe our success stems, first and foremost, from our corporate culture. Our principles underpin that culture and guide everything we do, from hiring to business relationships to our work ethic. They embody our core objective of making the world a better place. More information on our principles is available at www.impinj.com/about-us/our-principles.

As of December 31, 2025, we had 457 employees in the Americas, Europe and Asia Pacific. Most of our employees are not represented by a labor union.

Compensation

Our people are the foundation of our success. We provide competitive compensation and benefits, as well as equity awards to all eligible employees because we believe all contribute to, and should share in, our long-term success. Additionally, eligible employees participate in our annual variable-performance-based cash bonus plan.

We also offer broad benefits packages that we believe provide the time, resources and flexibility to support the well-being of our employees and their families. Benefits vary by country and meet or exceed all applicable laws and regulations.

Pay Equity

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We comply with federal, state and local laws and regulations and are committed to pay equity. We proactively review compensation for all roles at least annually. Our executive leadership team reviews and approves all compensation.

Commitment to Diversity, Equity and Inclusion (DEI)

Our employees from around the globe, each of whom bring varied backgrounds, viewpoints and experiences, form the heart of everything we do. We strengthen who we are and what we can achieve by fostering a diverse and inclusive culture built on respect, equity and collaboration.

Our Diversity, Equity and Inclusion, or DEI, program focuses on making DEI part of our DNA. We cultivate an environment where everyone can belong, contribute, be their authentic selves and succeed. All employees complete training on the importance of diversity, equity, inclusion and avoiding bias, and on recognizing and preventing harassment and discrimination. We continually work to educate ourselves, learn from others, identify issues, improve our recruiting practices, engage in respectful and constructive dialogue and advance community initiatives.

We do not tolerate discrimination, harassment or impropriety of any kind. We are an equal-opportunity employer and do not discriminate based on race, religion, color, national origin, sex, gender, gender expression, sexual orientation, age, marital status, veteran status, disability status or any other classification.

Training and Development

Our employees are our company. We focus on nurturing each employee individually, rewarding their unique contributions and providing a runway for their career growth. Our leaders strive to provide what each employee needs to thrive.

Employees and managers meet frequently to set and evaluate personal goals as part of a larger program to empower teams to deliver and succeed.

To help our employees excel, we put significant effort into employee training and learning. We facilitate personal and professional development by offering a variety of tools and opportunities to support employee growth, ranging from training programs for new leaders, advanced skills programs for more experienced leaders, technical training and tuition reimbursement. We strive to create a work environment where information sharing is valued, encouraged and recognized because we believe the best learning experiences come from working alongside others.

Available Information

We were incorporated in Delaware in April 2000. Our principal executive office is located at 400 Fairview Avenue North, Suite 1200, Seattle, Washington 98109. Our telephone number is (206) 517-5300. Our website is www.impinj.com. Information contained in, or that can be accessed through, our website is not a part of, and is not incorporated into, this report.

Our filings with the Securities and Exchange Commission, or SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, as well as amendments to those reports are available on our website at www.investor.impinj.com, free of charge, as soon as reasonably practicable after the electronic filing of those reports with the SEC. The information contained on our website is not a part of this report or any other document we file with the SEC.

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Item 1A. Risk Factors

You should carefully consider the following risk factors, in addition to the other information contained in this report, including the section of this report captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. If any of the events described in the following risk factors and the risks described elsewhere in this report occur, then our business, operating results and financial condition could be materially impacted. This report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements due to factors that are described below and elsewhere in this report.

Risks Relating to Our Platform, Products and Technologies

We operate in a very competitive market.

Our primary competitors are:

•
Endpoint ICs: NXP, Kiloway, Quanray, Shanghai Fudan Microelectronics Group, Alibaba and Alien.
•
Reader ICs: Phychips Inc and Shanghai Fudan Microelectronics Group.
•
Readers and gateways: Most major reader and gateway suppliers leverage, or have a stated intent to leverage, our platform.
•
Tag production systems: CISC.

These competitors include companies that have much greater financial, operating, research and development, marketing and other resources than us. To gain market share, they could discount their products and accept lower margins, or they could maintain margins by achieving cost savings through better, more efficient designs or production methods. They could devote more resources than we can to product development, promotion, sales and support. They could also bundle other technologies, including those we do not have in our product portfolio, with their RAIN products.

Our partners, including our OEMs, ODMs, distributors, SIs, VARs and solution partners, may compete with us rather than purchase our products, which could reduce our customer base and increase competition. Companies in adjacent markets or newly formed companies may decide to enter our market, particularly as RAIN adoption grows. Further, the Chinese government has made developing the Chinese semiconductor industry a priority, potentially increasing competition for us globally while possibly restricting our ability to participate in the Chinese market.

RAIN adoption is concentrated in key markets and the extent and pace of RAIN market adoption beyond those markets is uncertain.

Our financial performance depends on the pace of end-user RAIN adoption in key markets, such as retail apparel (our largest market), retail general merchandise, SC&L and food. Although RAIN has been adopted to some degree by end users in those markets, those end users as well as the markets themselves are subject to business cycles and macroeconomic trends. Continued RAIN adoption by those end users and in those markets may be at risk if and when negative business or economic conditions arise.

The RAIN opportunity is still developing. RAIN adoption, as well as adoption of our platform and products, including our Gen2X features, depends on many factors, including the extent to which end users understand and embrace the benefits that RAIN and our platforms and products offer; whether their benefits outweigh the cost and time to replace or modify end users’ existing systems and processes; and whether they meet end users’ current or anticipated needs.

We have, at times, anticipated and forecasted a pace of end-user adoption that exceeded the actual pace of adoption. We expect continued difficulty forecasting the pace of adoption. As a result, we may be unable to accurately forecast our future operating results including revenue, gross margins, cash flows and profitability, any or all of which could negatively impact our financial performance.

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We must introduce new products, services and solutions to compete effectively.

We introduce new products and services to advance our business, satisfy increasingly demanding end-user requirements and grow RAIN market adoption. We commit significant resources developing and introducing these new products and services, and to improving the performance and reliability of, and reducing the costs of, our existing products and services. We are also increasingly focused on providing enterprise solutions to partners and end users.

Whether our new or enhanced products, services and solutions will succeed is uncertain. For example, our software and cloud services offerings have not yet grown into a material source of revenue, and whether or when our investment in these areas will be successful is uncertain. Our success developing the technologies, processes or capabilities necessary or desired for new or enhanced products, services and solutions, or licensing or otherwise acquiring them from third parties, and our ability to introduce new or enhanced products, services and solutions before our competition, depends on many factors, including:

•
our ability to identify new product capabilities, services or solutions that end users will widely adopt;
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timely and efficiently completing the design process;
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timely and efficiently implementing manufacturing, assembly and testing procedures;
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attaining appropriate performance levels and certifications;
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partnering successfully with others to deliver complementary products or services;
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the quality, reliability and selling price of our products, services or solutions; and
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marketing, sales and support effectiveness.

When we introduce new products, services and solutions, our success in ramping adoption depends, in part, on us making those products, services and solutions easy for our partners and end users to deploy and use. For example, when we launched our M800-family endpoint ICs, we supported our inlay partners in producing high-performing, high-quality M800-based inlays. Without this support, M800 adoption would have been delayed and our operating results would have suffered. We cannot guarantee we will be able to provide sufficient support for future products, in which case our operating results could suffer.

Our ability to deliver enterprise solutions at scale is nascent.

We are still developing our ability to deliver enterprise solutions. If we do not succeed in identifying, developing, selling and deploying enterprise solutions with top-tier partners and end users across various markets and use cases, then our business prospects will suffer.

We have developed, and continue developing, solutions for retail self-checkout and loss prevention and SC&L package routing that have been, or that we expect to continue being, deployed by industry-leading enterprise end users. We have also launched features in Gen2X that we believe will improve RAIN’s ability to deliver cost-effective solutions to enterprises. However, to fully capitalize on our platform’s potential, we must make our current offerings repeatable across multiple enterprises and in various market segments. We must also develop relationships with top-tier solution partners to gain access to and address challenging new use cases, such as in food.

We and our partners may be unable to successfully acquire customers for our enterprise solutions, or to successfully address our market opportunity. Delivering enterprise solutions requires a partner products and services network that complements our own and that together addresses enterprise needs. Convincing enterprises to partner with us to solve their business problems—including evaluation, design, deployment, operations and services, as well as integrating RAIN data into the enterprise’s information systems—requires tight coordination among our and our partners’ sales, marketing, operations and engineering teams. If we do not build our enterprise solutions platform and our partner network to deliver these solutions effectively, our business prospects will suffer.

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We rely on endpoint IC sales to generate most of our revenue.

We derive, and expect to continue to derive for some time, most of our revenue from our endpoint ICs. If demand declines, or if we are unable to procure enough wafers to meet the demand we have, or if we are unable to raise prices to offset cost increases, then our business and operating results will suffer. In addition, the continued adoption of, and demand for, our endpoint ICs derives in part from us demonstrating their benefits using our systems. If we fail to establish those benefits then we may be unsuccessful in countering competitive endpoint IC price pressures and our business and operating results could be adversely affected.

Average selling prices of our products could fluctuate substantially.

The average selling price, or ASP, of our products has historically decreased with time or to meet end-user demands, encourage adoption, address macroeconomic conditions or respond to competitive pressure. ASPs can decline quickly for a number of reasons such as demand for older products declining, competition increasing, or during times of oversupply or overcapacity.

To compete profitably, we must continually improve our technology and processes, reduce unit costs in line with lower selling prices, and introduce new, higher margin products. If we are unable to offset ASP reductions with increased sales volumes or reduced costs, or if we are unable to introduce new products that command higher prices and better margins, then our financial results could suffer.

Though less common, we have also increased prices from time to time, especially during times of increasing wafer costs. For example, we raised prices in 2021, 2022 and 2023 to accommodate higher costs. We may be required to raise prices again if macroeconomic conditions, including inflation, create upward pressure on our product costs. Increased prices could dampen adoption and market growth.

Pricing commitments and other restrictive provisions in our customer agreements could adversely affect our operating results.

In the ordinary course of our business, we enter into agreements containing pricing terms that could, in some instances, adversely affect our operating results and gross margins. For example, some contracts specify future IC, reader or gateway pricing or contain most-favored-customer pricing for certain products. Other agreements may contain exclusivity terms that prevent us from pursuing certain business with other customers during the exclusivity period. Reducing prices or offering favorable terms to one customer could adversely affect our ability to negotiate favorable terms with other customers.

Changes in our product mix could adversely affect our overall gross margin.

Our overall product gross margins are affected by product mix, which can fluctuate based on supply and demand, competitive pressures and end-user needs and demand. Endpoint IC sales constitute and likely will continue to constitute the majority of our product revenue. For the most part, our endpoint ICs have historically had lower gross margins than our systems products. A shift in sales mix away from our higher margin products to lower margin products, either within our endpoint IC product portfolio or between our systems business and our endpoint ICs, or a change in which products have higher margins, could negatively affect our overall gross margins.

Poor product quality could result in significant costs to us and impair our ability to sell our products.

Our products must meet increasingly demanding specifications for quality, reliability and performance. Our products are both highly technical and deployed in large, complex systems in which errors, defects or incompatibilities can be problematic for our partners and end users.

If we are unable to identify or correct errors, defects, incompatibilities or other problems in our products, we could experience a number of negative consequences, including lost or delayed sales or market acceptance (either of our products and solutions or RAIN generally), loss of market share and damage to our brand and reputation, increased service, warranty and replacement costs and legal actions by our partners or end users.

Moreover, if we encounter product quality issues, then we may be required to incur significant time and costs to diagnose, test and fix the issues. There can be no assurance that such remediation efforts

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would be successful. Even if successful, these efforts could further constrain our ability to supply our partners and end users with new products until we have resolved the issues.

End users and partners must design our products into their products and business processes.

Persuading end users or partners to design our products into their business processes or products requires educating them about RAIN’s and our products’ value. They may use other technologies or products and may not be receptive to introducing RAIN into their business processes or products. Even when convinced, they often undertake long pilot programs and qualifications prior to placing orders. These pilot programs and qualifications can be time-consuming and expensive, and there is no assurance they will result in an order for our products. If we fail to develop new products that adequately or competitively address end users’ or our partners’ needs, then we may not receive product orders, which could adversely affect our business, prospects and operating results.

Our visibility into the length of the sales and deployment cycles for our products is limited.

We have limited visibility into end-user sales and deployment cycles, and these cycles are often longer than we anticipate. Many factors contribute to our limited visibility, including the time our partners and end users spend evaluating our products, the time educating them on RAIN’s benefits and the time integrating our products with end users’ systems. The length and uncertain timing of the sales and deployment cycles can lead to delayed product orders. In anticipation of those orders, we may incur substantial costs before the sales cycle is complete and before we receive any customer orders or payments, if we receive them at all.

An inability or limited ability of end user systems to exploit RAIN information may adversely affect the market for our products.

A successful end-user deployment requires not only tags and readers or gateways, but RAIN integration with information systems and applications that create business value from the RAIN data. Unless end users have access to effective analytical tools that extract business value, and enable their information systems to use these tools, RAIN deployments could stall. Our efforts to foster development and deployment of these tools could fail. In addition, our guidance to business-analytics providers for integrating our products with their tools could prove ineffective.

Solution providers and SIs are essential to the RAIN market. They provide deployment know-how to enable end users to successfully deploy RAIN solutions. Integrating our products with end-user information systems could prove more difficult or time-consuming than we or they anticipate, which could delay deployments.

Alternative technologies may enable products and services that compete with ours.

Technology developments may affect our business negatively. Breakthroughs in legacy RFID technologies or markets, including those using low frequency or high frequency RFID technology, or in other radio technologies, could adversely affect RAIN market growth and demand for our products. Likewise, new technologies may enable lower-cost ICs than our products. If we are unable to innovate using new or enhanced technologies or are slow to react to changes in existing technologies or in the market, or if we have difficulty competing with advances in new or legacy technologies, then our development of new or enhanced products could be impacted and result in product obsolescence, decreased revenue and reduced market share.

Significant changes in RAIN standards bodies, standards or qualification processes, or their failure to meet or to keep up with RAIN market needs, could impede our ability to sell our products and services.

We have historically taken a leadership position in developing RAIN industry standards, including with GS1 and ISO, and have designed our products to comply with those standards. We could lose that leadership position or our influence in standards development, or we could choose not to participate in certain standards activities.

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If industry standards were to diverge from, or fail to meet or keep up with, our or the RAIN market’s needs, then our products and services could fail in the market. End users could delay their deployments and slow sales of our existing products or services, or limit our ability to implement new features. The lost opportunities as well as time and expense to develop new products or change our existing products could be substantial, and we may not ultimately succeed.

Certain organizations develop requirements for RAIN tags and test tags against those requirements. For example, the ARC Program at Auburn University develops tag performance and quality requirements for end users that engage them. Some participants in the RAIN market are ARC sponsors, but we are not among them. If ARC or a similar organization fails to certify or delays certifying tags incorporating our endpoint ICs, adoption and sales could suffer.

Changes in government spectrum regulations or in their enforcement could adversely affect our ability to sell our products.

Our readers and gateways are collectively certified for use in more than 40 countries worldwide, including the United States, Canada, Mexico, China, Japan, South Korea and every country in the European Union, or the EU.

Our products operate in spectrum bands where they are certified to transmit. If the spectrum regulations were to change, or if our products were found to be noncompliant despite being certified to operate, then we would need to redesign our products, potentially resulting in significant costs, including costs associated with obsolete inventory. Regulatory changes may also cause us to forego opportunities, adversely affecting our business.

In April 2024, NextNav, Inc. asked the Federal Communications Commission, or FCC, to initiate a proceeding to reconfigure the 902–928 MHz ISM band, or Lower 900 MHz Band, in which we and other unlicensed services operate, to create a terrestrial backup to the U.S. Global Positioning System to provide positing, navigation and timing, or PNT, data. To pay for their proposed system, NextNav also asked to be able to license certain spectral bands, including parts of the Lower 900 MHz Band, to others to deliver 5G broadband services. If approved as proposed, this ISM band reconfiguration could negatively impact us and our industry.

We and other RAIN providers and end users, as well as other Lower 900 MHz Band users, have registered opposition to NextNav’s petition and asked the FCC to reject it. In early 2025, the FCC launched a Notice of Inquiry to explore ways in which the FCC could support alternative PNT technologies and solutions. Comments and reply comments were due in April and May 2025, respectively, and the FCC has not yet acted on NextNav’s petition. The fate of NextNav’s petition is uncertain, but if the FCC were to take material steps toward considering, or ultimately adopting, NextNav’s proposal, our business could be negatively affected.

Some of our partners offer competitive products or services.

Some of our partners promote certain of our products and services while competing with our other products and services. For example, some of our OEM partners use our reader ICs to build and sell readers and gateways that compete with our readers and gateways. Similarly, some of our partners use our readers to build and sell gateways that compete with our gateways. If we fail to manage such conflicts successfully, then our business and operating results could be negatively affected.

Our licensing program is nascent and limited.

While we believe we have valuable RAIN intellectual property and aspire to monetize that intellectual property by licensing it to third parties, including third parties who compete with us to some extent, our experience in doing so is nascent, and our ability to grow licensing revenue remains subject to numerous risks and uncertainties. These risks and uncertainties include our ability to maintain and grow our intellectual property portfolio and to research and develop RAIN innovations that will generate and maintain demand for licenses to our technology and features, and our ability to monitor infringement of our intellectual property rights by others and possibly seek enforcement action against those who attempt to infringe our intellectual property rights.

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Our licensing program is also not singly focused on generating licensing revenue. Our desire to maintain close, strategic relationships with important partners or end users and to encourage them to use innovations such as Gen2X may cause us to license our intellectual property for reasons that go beyond simply deriving licensing revenue.

We currently derive a substantial share of our licensing revenue from NXP, our primary endpoint IC competitor, based on our Settlement Agreement with them. For more information regarding the terms of our Settlement Agreement with NXP, please refer to Note 12 of our consolidated financial statements included elsewhere in this report. If NXP were to breach its license payment obligations, or if NXP were to design around our intellectual property rights and exercise its right to terminate our license before the end of the agreement’s 10-year term, our licensing revenue would decline and our overall results of operations and cash flows would suffer.

Risks Relating to Our Personnel and Business Operations

We obtain the products we sell through a limited number of third parties with whom we do not have long-term supply contracts.

Our ability to secure cost-effective, quality products in a timely manner could be adversely affected by many factors, including:

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third-party supply or manufacturing-capacity constraints or availability, particularly for our foundry partners from whom we procure silicon wafers;
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not successfully diversifying our supplier base;
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inaccurately forecasting customer demand; and
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demand distortions caused by partners or end users canceling orders, qualifying alternative suppliers or purchasing from our competitors.

If our suppliers fail to manufacture our products at a reasonable cost and within our quality specifications, then our ability to bring those products to market and our reputation could suffer. Capacity could be diminished for any number of reasons including equipment failures, closures, bankruptcy, capacity allocation, in response to macroeconomic conditions or public health events, catastrophic loss of facilities or otherwise. Transitioning our product manufacturing to new providers would take many months and, in the case of ICs, could take years. Any transition would require a requalification by our customers or end users.

The availability of silicon wafers and other key inputs to our business can fluctuate and shortages can adversely affect our revenue and/or gross margins.

Wafer availability is cyclical and shortfalls can limit sales and cause market-share losses. Our wafer supply is not guaranteed, and we may not receive adequate supply from our foundry partners when industry demand for wafers is high. Availability of our silicon products can also be limited by constraints in our testing, thinning, bumping and dicing processes. We may also experience shortfalls and price increases for components we use in our readers and gateways, as well as in packaging and test capacity for our reader ICs.

Wafer shortfalls can also artificially increase bookings as customers over-order our products and then cause sales declines as those customers consume their accumulated inventory. Additionally, if our suppliers charge us more but we are unable to raise our prices to cover those higher costs, our gross margins and other financial results could suffer. Any product shortfalls or cost increases will negatively impact our product availability and our financial results will suffer.

We bear inventory risks because our products have relatively long lead times, demand for them is hard to accurately forecast, and we rely on partners to sell and distribute them.

We maintain inventory to meet customer demand forecasts, to guard against product shortages, and to allow for production and delivery risks given the relatively long lead times for many of our products.

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When we introduce new products, we may initially carry higher inventory or allow for slower inventory turns.

We typically order products from our suppliers based on sales forecasts before we receive purchase orders. Many of our partners have difficulty accurately forecasting the amount and timing of their sales, and sometimes cancel orders or reschedule product shipments with little or no advance notice to us. Partners will also sometimes give us soft commitments for large orders that do not materialize. Competition and unanticipated external events, such as macroeconomic or regulatory changes, can also adversely affect demand and consequently our inventory levels, sales and operating results.

High inventory levels can increase expenses and expose us to a higher risk of product obsolescence especially when we introduce new products and technologies. If we are unable to sell our inventory as and when we expect to, we may have to discount or expense the excess inventory and our business and financial results will be negatively impacted as a result.

We must attract and retain employees with specialized knowledge and experience to compete effectively.

Hiring and retaining employees with RAIN technical and business knowledge and experience are critical to our success. We have been fortunate to have hired and retained many such employees in our history, but as employees depart or retire we must recruit and train their successors to remain competitive. We must also adapt to changes in our executive team from time to time. Our business could be significantly harmed if we were not able to attract and retain key talent, or if we were not able to effectively manage transitions in personnel and leadership as they arise.

Acquisitions could result in operating difficulties, dilution and other harmful consequences.

We regularly evaluate potential strategic transactions, and we may pursue them if complementary to our business. For example, in April 2023 we completed our acquisition of Voyantic Oy, a global provider of RFID (primarily RAIN and NFC) inlay and label design, manufacturing and test systems. Strategic transactions could be material to our financial condition and operating results. We have limited experience executing acquisitions. Integrating an acquired company, business or technology may create unforeseen operating difficulties and expenditures. Acquisition-related risks include:

 

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difficulties integrating acquired products or lines of business into our strategy and product plans;
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customers switching from us to new suppliers because of the acquisition;
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inability to retain employees from the business we acquire;
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challenges associated with integrating employees from the acquired company into our organization;
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difficulties integrating accounting, management information, human resource, legal and other administrative systems to permit effective management of the business we acquire;
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potential requirements for remediating controls, procedures and policies appropriate for a public company in the acquired business that, prior to the acquisition, lacked these controls, procedures and policies;
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potential liability for past or present environmental, hazardous substance or contamination concerns associated with the acquired business or its predecessors;
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possible write-offs or impairment charges resulting from the acquisition; and
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unanticipated or unknown liabilities relating to the acquired business.

 

Foreign acquisitions involve additional risks beyond those above, including those related to integrating operations across different cultures and languages, currency risks and the economic, political and regulatory risks associated with other countries. Also, the anticipated benefit of any acquisition,

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domestic or foreign, may not materialize. Future acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, debt incurrence, contingent liabilities or amortization expenses or goodwill write-offs, any of which could harm our financial condition. Future acquisitions may require us to obtain additional equity or debt financing, which may not be available on favorable terms or at all.

Changes in global trade policies could have a material adverse effect on us.

The state of tariffs and other trade measures worldwide remains very uncertain. Trade is a focus of the current U.S. administration, and the administration has been very active in this area. Overall, a full understanding of whether and when tariffs and other trade restrictions will be implemented and their amount, scope and nature are unclear. Also unclear is how other countries will respond to the United States’ trade proposals and actions.

As of the date of this filing, a minimum 10% reciprocal tariff applies to nearly all U.S. imports from trade partners except Canada, Mexico and countries with which the United States does not have “normal trade relations.” Goods that include certain semiconductors, consumer electronics, computers and other similar items are currently excepted. However, the United States has initiated Section 232 investigations on these types of products and may eventually impose specific tariffs on them or on products that incorporate them; Section 232 tariffs have also been imposed on imports of certain commodities made of materials that include steel, aluminum and copper. In addition, a Section 301 tariff has been imposed on certain semiconductors from China, and an additional Section 301 tariff is expected to be added on these products beginning in June 2027. The United States has also implemented higher reciprocal tariffs on goods imported from many other countries and jurisdictions including Taiwan, Malaysia, the European Union, Japan and South Korea, since August 2025. Higher, fentanyl-related tariffs are also in effect on goods from China (currently an additional 10%) and on goods from Canada and Mexico that do not qualify for duty free entry under the United States-Mexico-Canada Agreement (35% for Canada as of August 2025 and 25% for Mexico). Legal challenges to some of these tariffs are currently under review in U.S. courts. Significant trade partners such as Mexico, Canada and the European Union have imposed, or announced plans to impose, retaliatory tariffs. All of these tariffs are subject to further changes.

Given this dynamic environment, it is not possible to know with any degree of certainty what the negative direct and indirect consequences of tariffs and other trade restrictions could be on our business and financial results. We believe the direct impact of U.S. tariffs on our endpoint IC business is likely to be manageable because we import only a small portion of our wafers into the United States. However, the indirect effects of U.S. tariffs on products containing our endpoint ICs could be significant. China remains a key producer of the goods our endpoint ICs connect, and a key producer of readers using our reader ICs, so the imposition of high U.S. tariffs on imports from China could significantly and negatively affect our business and financial results.

We are subject to risks inherent in operating abroad and may not be able to successfully maintain or expand our international operations.

In 2025, we derived 79% of our total revenue from sales outside the United States. We anticipate growing our business, in part, by growing our international operations, which presents a variety of risks, including:

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changes, some unexpected or unanticipated, in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;
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lack of established, clear or fairly implemented standards or regulations with which our products must comply;
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greater difficulty in enforcing contracts, judgments and arbitration awards in international courts, and in collecting accounts receivable as well as longer payment and collection periods;
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limited or unfavorable intellectual property protection;
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misappropriation of our intellectual property;
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inflation and fluctuations in foreign currency exchange and interest rates;

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restrictions, or changes thereof, on foreign trade or investment, including trade wars and currency-exchange controls, including as a result of sanctions against Russia;
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changes in a country’s or region’s political, regulatory, legal or economic conditions, including, for example, global and regional economic disruptions caused by any future public health outbreaks or pandemics;
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political, social and economic instability abroad; wars and other armed conflicts, such as those in Ukraine; geopolitical tensions, such as those between the United States, China and Taiwan; and terrorist attacks and security concerns in general;
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differing regulations with regard to maintaining operations, products and public information;
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inequities or difficulties obtaining or maintaining export and import licenses;
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differing labor regulations, including where labor laws may be more advantageous to employees outside the United States;
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restrictions on earnings repatriation;
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corrupt or unethical practices in foreign jurisdictions that may subject us to exposure under applicable anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010; and
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regulations, and changes thereof, relating to data privacy, cybersecurity and the unauthorized use of, or access to, commercial and personal information, particularly in Europe.

We are subject to governmental export and import controls, and trade and economic sanctions that could impair our ability to compete in international markets and subject us to liability if we fail to comply.

We must export and import our products and conduct our business activities in compliance with U.S. export controls and trade and economic sanctions, including the Commerce Department’s Export Administration Regulations and economic and trade sanctions established by the Treasury Department’s Office of Foreign Assets Controls, as well as similar controls established in the countries in which we do business. For example, the U.S. government has continued to expand controls restricting the ability to send certain products and technology related to semiconductors and semiconductor manufacturing to and within China and additional destinations. These expanded controls include imposing additional licensing requirements on exports, re-exports and transfers of certain ICs and products containing those ICs to and within China and additional destinations. In addition, the United States and other countries continue to expand the economic sanctions and export control restrictions imposed against Russia and Belarus and certain Russian nationals and entities after Russia invaded Ukraine. We must undertake additional diligence efforts to comply with these and other rules, which may be time-consuming and result in delayed or lost opportunities. We may not always be successful in obtaining necessary export or import licenses, and our failure to obtain required export or import approval for our products or limitations on our ability to export or sell our products may harm our domestic and international sales and negatively affect our revenue.

Tariffs could also have a material impact on our product costs and decrease our ability to sell our products to existing or potential customers as well as harm our ability to compete internationally. For more information, see “Changes in global trade policies could have a material adverse effect on us.” Any changes in our product or in export or import regulations or legislation; shifts or changes in enforcement; or changes in the countries, persons or technologies targeted by these regulations could delay us introducing new products in international markets, decrease use of our products by, or decrease our ability to export or sell our products to, existing or potential customers with international operations, adversely affecting our business and results of operations.

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Instability or deterioration in the political, legal, social, business or economic conditions in the U.S. or in key jurisdictions could harm our business.

Political, legal, social, business or economic instability in the United States could negatively affect our business. For example, more restrictive immigration laws or more restrictive enforcement of existing laws in the United States where we are headquartered could negatively affect our ability to hire and retain qualified personnel in vital roles.

Deterioration in the political, social, business or economic conditions in any jurisdictions in which we have significant suppliers, distributors or end users—including as a result of natural disasters, labor strikes, public health crises, geopolitical events or other developments—could slow or halt product shipments or disrupt our ability to manufacture, test or post-process our products, as well as our ability to effectively and timely execute on end-user deployments. We outsource our manufacturing and production to suppliers in a small number of Asian jurisdictions including Thailand, Malaysia, Taiwan and China. These jurisdictions have also experienced significant changes in political, social, business or economic conditions in the past and may experience them in the future.

We could be forced to transfer our manufacturing, testing and post-processing activities to more stable, and potentially more costly, regions or find alternative suppliers.

We source a significant portion of our wafers from suppliers in Taiwan, and our supply of wafers and other critical components may be materially and adversely affected by diplomatic, geopolitical and other developments between China and Taiwan. Notably, China has refused to renounce the use of military force against Taiwan, and there can be no assurance that relations between China and Taiwan will not deteriorate further, particularly in light of ongoing tensions between the United States and China. Any such developments could materially and adversely affect our business, financial condition and results of operations.

Our business operations could be adversely affected by natural disasters or public health outbreaks and pandemics.

Natural disasters, whether natural or manmade, could decrease demand for our products, disable our facilities, disrupt operations or cause catastrophic losses. We have facilities in areas with known seismic activity, such as our headquarters in Seattle, Washington. We have a wafer post-processing subcontractor in Thailand, a region with a known, and recent, history of flooding. A loss at any of these or other of our or our suppliers’ facilities could disrupt operations, delay production and shipments, reduce revenue and engender potentially large expenses.

Further, the COVID-19 global health emergency, which officially ended in 2023, highlights the significant negative impacts a public health outbreak or pandemic could impose on future market demand and our business results. We do not carry insurance covering potential losses caused by pandemics, earthquakes, floods or other disasters.

Utilizing emerging technologies such as artificial intelligence, or AI, and machine learning, or ML, could expose us to business, financial, legal or reputational risks.

Rapid advancements in AI and ML offer great potential for improving our solution performance, corporate operating efficiency and engineering development, but employing them can also increase our business, financial, legal and other risks. As we introduce more AI and ML tools into our products and operations going forward, we must guard against risks associated with using them. These risks include improper product operation, potential security breaches or incidents, inadvertently disclosing confidential or sensitive data, inaccuracies or improper bias in our operations or in data derived from using our products or services, legal claims, noncompliance with industry standards, complications establishing or asserting intellectual property ownership and reputational harm. In addition, increased adoption of AI technology by us and third-party partners may also increase the risks of cybersecurity incidents.

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Risks Relating to Our Relationships with Partners and End Users

We rely on a small number of customers for a large share of our revenue.

We sell our endpoint ICs directly to inlay and tag OEMs and ODMs. We sell our reader ICs to OEMs and ODMs and our readers and gateways to solution providers, VARs and SIs, all primarily through distribution. If we fail to retain our endpoint IC, reader IC, reader or gateway partners or distributors or fail to establish relationships with new partners, then our business, financial condition or operating results could be harmed.

In 2025, sales to three major customers accounted for 61% of our total revenue. Sales concentration to a small number of OEMs decreases our bargaining power and increases the risk that our pricing or sales could decline based on actions taken by our competitors or our own failure to compete effectively.

Our competitors’ relationships with, or acquisitions of, these partners or distributors could interfere with our relationships with them. Any such interference could impair or delay our product sales or increase our cost of sales.

We engage directly with some end users. Their projects, often involving large purchases of our readers and gateways and use of our software and cloud services, may be discrete deployments that result in significant sales for periods of time, increasing the volatility of our revenue and operating results. If we are unable to replace project-based revenue with new revenue streams, or if end users with large projects change or delay those projects without providing us with adequate notice, then our sales could decline from period to period and negatively affect our stock price.

Our ability to affect or determine end-user demand is limited in part because we sell and fulfill primarily through partners and rarely directly to end users.

End users drive demand for our products but because we sell our products primarily through partners, we are one step removed from those end users and are often unable to directly assess and affect their demand. Our partners may choose to prioritize selling our competitors’ products over ours, or they may offer products that compete with our products or limit sales of our products. If our partners do not sell enough of our products or if they choose to decrease their inventories of our products, then our sales to those partners and our revenue will decline.

Our partners may not properly forecast end users’ demand for our products.

Our reserve estimates for products stocked by our distributors are based primarily on reports provided to us by those distributors, typically monthly. If the inventory and resale information our partners and distributors provide is inaccurate, or if we do not receive it in a timely manner, then we may not have a reliable view of products we expect to be sold to end users which could ultimately have a negative impact on our operating results. If our partners overestimate demand, they may overinvest in production capacity, which could reduce market prices and negatively affect our selling prices. In the short term, our partners might purchase more of our products than they need, increasing their inventory and reducing our future sales to them, and distributors may, subject to time and quality limitations, seek to return products in exchange for other products. If our partners underestimate demand, we may not be able to satisfy their needs and that of their customers, and adoption might suffer. In either case, our business and operating results could be negatively affected.

Our growth strategy depends in part on the success of strategic relationships with third parties and their continued performance and alignment.

We invest in relationships with solution providers, SIs, VARs and software providers whose product and/or solution offerings complement ours and through which we often fulfill our product sales. Our business will be harmed if we fail to develop and grow these partner relationships. For example, our operating results may suffer if our efforts developing partner relationships increase our costs but do not increase revenue. Partner relationships may also include exclusivity provisions, multiple levels of distribution, discounted pricing or investments in other companies. The cost of developing and maintaining these partner relationships may go unrecovered and our efforts may not generate a corresponding revenue increase.

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Occasionally we also engage directly with end users, often at their request, to help them develop solutions for challenging use cases. Such direct engagements could cause, or could be perceived to cause, conflicts with partners that could harm our partner relationships and our business, results of operations or financial condition.

If we fail to maintain or enhance our brand recognition or reputation on which our business depends, then our business could be harmed.

We believe that building our brand and reputation is key to our relationships with partners and end users and our ability to attract new partners and end users. We also believe that our brand and reputation will be increasingly important as market competition increases. Our success depends on a range of factors, including:

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continuing to deliver high-quality, innovative and defect-free products;
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maintaining high partner and end-user satisfaction;
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successfully differentiating our products from those of our competitors; and
•
managing both positive and negative publicity.

From time to time, product supply shortages have challenged our ability to meet market needs and we have increased prices in response to our suppliers increasing their prices to us. Our inability to supply partners and end users with products they need, and/or our need to increase our prices could result in long-lasting, negative consequences to our relationships with those partners and end users, to RAIN adoption and to our business overall.

Increasing attention to environmental, social and governance and regulatory matters may cause us to incur additional costs or expose us to additional risks.

Investors, governmental and nongovernmental organizations, partners and end users monitor our environmental, social and governance, or ESG, practices. Our failure, or perceived failure, to adequately respond to concerns raised about our ESG practices could harm our business and reputation, and increased costs related to our ongoing or enhanced ESG practices and to reporting and disclosure requirements could negatively affect our operating results and stock price. We are also subject to disclosure and reporting requirements for companies that use “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries in their products even if these products are manufactured by third parties. These requirements could affect the sourcing and availability of minerals used in manufacturing our products, and we could face reputational challenges if we are unable to sufficiently verify the origins of all minerals we use in our products. We may also face challenges with government regulators and our customers and suppliers if we are unable to sufficiently verify that the metals used in our products are conflict free.

Risks Relating to Our Intellectual Property

If we are unable to protect and enforce our intellectual property, then our business could be adversely affected.

Our success depends in part upon our ability to obtain, maintain and enforce our patents, copyrights, trade secrets, trademarks and other intellectual property rights and prevent third parties from infringing, misappropriating or circumventing those rights. We have historically focused on filing U.S. patent applications, for many reasons, including the fact that a significant portion of RAIN products are sold for use in the United States. We have only a small number of foreign patents and applications. We also only have registered trademarks and domain names in select countries where we believe filing for such protection is appropriate. By focusing our intellectual property protection on the United States and a small number of foreign countries, we have a limited ability to assert intellectual property rights outside the United States, including in some significant foreign markets such as China or Europe. Moreover, the global manufacturing and distribution systems for tags or labels incorporating our endpoint IC products could complicate our efforts to enforce our U.S. patents.

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As we increasingly work with third parties, possibly including parties that compete with us to an extent, to advance our technical innovations and features, we cannot guarantee that our efforts to protect our intellectual property will be completely effective.

We cannot guarantee that:

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any of the patents, trademarks, copyrights, trade secrets or other intellectual property rights we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned;
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our intellectual property rights will provide competitive advantages to us;
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our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes successfully;
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any of our pending or future patent applications will issue or have the coverage we originally sought;
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our intellectual property rights can or will be enforced, particularly in jurisdictions where competition may be intense or where legal protections may be weak;
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we will not lose the ability to assert our intellectual property rights against, or to license our technology to, others and collect royalties or other payments; or
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we will retain the right to ask for a royalty-bearing license to an industry standard if we fail to file an intellectual property declaration pursuant to the standards process.

Monitoring and addressing unauthorized use of our intellectual property is difficult and costly, and litigation to enforce our intellectual property rights is time consuming, distracting, expensive and uncertain. Our failure to identify unauthorized use of, or otherwise adequately protect, our intellectual property could adversely affect our business.

We have been and may in the future be party to intellectual property disputes which could be time consuming and costly to prosecute, defend or settle, result in the loss of significant rights, and adversely affect RAIN adoption or adoption of our products or platform.

Patent litigation is complex and uncertain. We may or may not prevail in patent-related proceedings and such proceedings may result in increased legal expenses, additional demands on our management’s time and attention, and negative effects on our relationships with partners or end users. If any pending or future proceedings result in an adverse outcome, our intellectual property rights could be weakened and we could be required to:

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cease manufacturing, using or selling the infringing products, processes or technology;
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pay substantial damages for infringement;
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expend significant resources to develop noninfringing products, processes or technology;
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license technology from the party claiming infringement, which license may not be available on commercially reasonable terms or at all;
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cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or
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pay substantial damages to our partners or end users for them to discontinue using, or replace, infringing products with noninfringing products.

Even if we do prevail in patent-related proceedings, verdicts and judgments can be modified or even reversed by trial or appellate courts. License agreements entered in settlement of patent litigation, particularly any entered into with our competition, may not be as effective over the long term in providing us with all the benefits we bargained for when we entered into them.

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Many companies in our industry, as well as nonpracticing entities, hold patents and other intellectual property rights and may pursue, protect and enforce those intellectual property rights. We receive invitations to license patent and other intellectual property rights to technologies that could be important to our business. We also receive assertions against us, our partners and end users claiming we or they infringe patent or other intellectual property rights. If we decline to accept an invitation to license or to refute an asserted claim, then the offering or claiming party may pursue litigation against us.

Intellectual property disputes have adversely affected RAIN adoption in the past and could disrupt growth prospects in the future. In 2011, Round Rock Research filed lawsuits against 11 end users, including Walmart and Macy’s, for RAIN-related patent infringement. Despite the subsequent availability of an industry-wide license, we believe those lawsuits adversely affected demand for our products from 2011 to 2019. Subsequent litigation, including our patent litigation against NXP between 2019 and early 2024, may not have had as pronounced effects on demand as the Round Rock litigation, but could have dampened RAIN growth particularly in categories beyond those where RAIN use is already established. We, our partners, suppliers or end users could continue to be involved in intellectual property disputes in the future which could adversely affect our operating results and growth prospects.

Many of our agreements require us to indemnify and defend partners and end users from third-party infringement claims and pay damages in the case of adverse rulings. These damages could be sizable and disproportionate to the business we derive from those partners or end users. Moreover, we may not know whether we are infringing a third party’s intellectual property rights due to the large number of RAIN-related patents or to other systemic factors. For example, patent applications in the United States are maintained in confidence for up to 18 months after filing or, in some instances, for the entire time prior to patent issuance. Consequently, we may not be able to account for such rights until after a patent issues.

Intellectual property policies of industry standards organizations in whose working groups we participate could require us to provide royalty-free licenses of some to our intellectual property.

When participating in GS1, ISO, RAIN and other industry-standards organizations, it has been a general policy that those who participate in developing a protocol or standard must license, either royalty-free or under reasonable and nondiscriminatory, or RAND, terms, intellectual property that is necessary to implement all or part of the protocol or standard. The standards body could require that the license be granted to members, as in the case of GS1, or to all parties, as in the case of ISO, that implement the protocol or standard.

As a participant in developing GS1 EPCglobal UHF Gen2, UHF Gen2 V2, UHF Gen2 V3, tag data standards, low-level reader protocol and other GS1 EPCglobal protocols, we agreed to license to other GS1 EPCglobal members, on a royalty-free basis, those of our patents necessary to practice those protocols, subject to us receiving reciprocal royalty-free rights from the other GS1 EPCglobal member practicing the protocol. As a participant in developing ISO standards, we agreed to license on a RAND basis those of our patents necessary to practice those standards, subject to us receiving a reciprocal RAND license from the other entity practicing the standard.

Although the policies themselves seek to advance protocol or standards development, disputes can arise because it may not be clear whether certain intellectual property is covered. Such uncertainty could complicate us asserting our patents against others, or to use those patents in our own defense, thereby devaluing our intellectual property. Further, some GS1 EPCglobal members declined to license their intellectual property on royalty-free terms, instead retaining the right to license their technology on RAND terms. These members may choose to assert their intellectual property, in which case we will need to defend ourselves within the confines of the GS1 and ISO intellectual property policies.

We rely on third-party license agreements which, if impaired or terminated, could cause production or shipment delays that could harm our business.

We have license agreements with third parties for patents, software and technology we use in our operations and in our products. For example, we license tools from design-automation software vendors to design our silicon ICs. Third-party licenses for patents, software and other technology important to our business may not continue to be available on commercially reasonable terms or may not be available at all. Loss of any such licenses could cause manufacturing interruptions or delays or reductions in product

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shipments until we can develop, license, integrate and deploy alternative technologies which, if even possible, could harm our business and operating results.

Our use of open-source software and AI tools may expose us to additional risks and weaken our intellectual property rights.

Our products, processes and technology sometimes use or incorporate software that is subject to an open-source license. Certain open-source licenses require a user who intends to distribute the open-source software as a component of the user’s software to disclose publicly part or all of the user’s source code. In addition, certain open-source software licenses require the user of such software to make derivative works of the open-source software available to others at low or no cost. Open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of their code, opening us to business risks that could materially harm our operating results.

We cannot guarantee that we have incorporated open-source software in a manner that is consistent with our policies and procedures relative to such open-source software, or in a manner that will not subject us to liability. AI tools could also expose us to intellectual property claims being brought against us or make it more difficult to establish or assert ownership of intellectual property we develop.

Risks Relating to Privacy and Cybersecurity

Privacy and security concerns relating to RAIN could damage our reputation and deter current or potential customers from using our products.

Privacy advocates and others have raised, and may continue raising, concerns about RAIN compromising consumer privacy or facilitating theft. These concerns include concerns about the risks of incidents involving unauthorized parties potentially collecting personal information or personal data, tracking consumers, stealing identities or causing other issues relating to privacy or data protection.

Any such incident could cause our or our partners’ or end users’ operations to be disrupted and subject any of us to regulatory investigations or proceedings and claims, demands or litigation. Consequently, we could face potential liability and significant costs and expenses to remediate or otherwise respond to the incident. Any failure or perceived failure to comply with any privacy- or security-related laws, regulations or contractual or other obligations to which we are or may be subject may result in regulatory actions, claims or litigation; legal and other costs; substantial time and resources; and fines, penalties or other liabilities. Any actions or concerns about security and privacy may be expensive to defend, cause us to expend substantial time and resources and damage our reputation and operating results and/or negatively impact overall RAIN industry development, even if unfounded.

We cannot be sure that any limitation-of-liability provisions in our agreements with customers, contracts with third-party vendors and service providers or other contracts will protect us from liabilities or damages against claims relating to a security breach or incident or other privacy- or security-related issue.

Government regulations and guidelines and other standards relating to consumer privacy and cybersecurity may adversely impact adoption of our products, require us to make design changes or constrain our ability to implement new and desired product features, and actual or alleged violations of laws relating to privacy or cyber security may result in claims, proceedings and liability.

Our partners and end users are subject to laws and regulations related to collecting, storing, transmitting and using personal information and personal data, as well as to additional laws and regulations that address privacy and cybersecurity related to RFID in general. Because RAIN is a type of RFID, we believe these laws and regulations apply to RAIN.

The European Commission, or the EC, has issued guidance to address privacy concerns about RFID. In May 2009, the EC issued a recommendation that retailers in the EU inform their customers when RFID tags are either on or embedded within products. In April 2011, the EC signed a voluntary agreement with private and public entities to develop privacy guidelines for companies using RFID in the EU. Whereas compliance is voluntary, our partners and end users that do business in the EU prefer

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products that comply with the guidelines. If our products do not comply or enable compliance with the guidelines, then our business may suffer.

More generally, the data security and privacy legislative and regulatory landscape in the United States, EU and other jurisdictions continues evolving. Aspects of key laws and regulations addressing data security and privacy—including, for example, the California Consumer Privacy Act of 2018, the California Privacy Rights Act, similar laws enacted in other states and the EU General Data Protection Regulation—remain unclear as of the date of this report and continue evolving, potentially with far-reaching implications. Laws and regulations relating to privacy, data protection and security; related industry standards and guidelines; and continued evolution of these laws, regulations, standards, guidelines and other actual and asserted obligations, as well as their interpretation and enforcement, may require us to modify our products, practices and policies, which we may not be able to do on commercially reasonable terms or at all, and otherwise could cause us to incur substantial costs and expenses. Any failure or perceived failure by us or any third parties with which we do business to comply with these laws and regulations or other actual or asserted obligations relating to privacy, data protection or security may result in claims or litigation; actions against us by governmental entities; legal and other costs; substantial time and resources and fines, penalties or other liabilities. Any such actions may be expensive to defend, may incur substantial legal and other costs and substantial time and resources and likely would damage our reputation and adversely affect our business, financial condition and results of operations.

Additionally, if we fail to develop products that meet end-user privacy requirements, then end users may choose not to use our products.

The RAIN radio protocol includes features addressing consumer privacy and authentication, and we have incorporated additional features in our products that further protect consumer privacy. Nevertheless, a third party could still breach these features and, if such breach occurs, our reputation could be damaged and our business and prospects could suffer.

A breach of security or other security incident impacting our systems or others used in our business could have an adverse effect on our business.

We face risks of security breaches and other security incidents from a variety of sources including viruses, ransomware, hacking, malicious code, technological errors, supply-chain attacks as well as social engineering or other employee or contractor negligence, malfeasance or unintentional acts. Accidental or willful security breaches or incidents, or unauthorized access to our facilities or information systems, or to others used in our business, could compromise the security of those facilities or information systems and the confidentiality, integrity and availability of confidential, personal or proprietary information. These risks may be heightened in connection with geopolitical tensions and events.

The consequences of actual or perceived loss, unavailability, misuse, corruption or other unauthorized processing of confidential, personal or proprietary information could include, among other things, unfavorable publicity, reputational damage, difficulty marketing or selling our products, customer allegations of breach of contract, loss or theft of intellectual property, claims and litigation, governmental and regulatory investigations and other proceedings and fines, penalties and other damages and liabilities. Any of these consequences could have a material adverse effect on our business, financial condition, reputation and business relationships.

We rely on third-party services to store and process data on our behalf, and on third-party security systems in a variety of applications. Our platform operates in conjunction with, and depends on, third-party products, services and components for security. The cybersecurity threat environment continues evolving, especially with heightened activity by state-sponsored actors. If we, our platform, or any of the third parties on which we rely suffers or is believed to have suffered a security breach or other security incident, vulnerability, error, outage, ransomware or malicious event, then we could face increased costs, claims, liability, reduced revenue and harm to our reputation.

We devote resources to detect and prevent security breaches and other security-related incidents. In the event of an actual or perceived security breach or incident we may need to expend significant resources to mitigate, notify third parties of, and otherwise address the breach or incident, its root cause and take steps to prevent further breaches or incidents. Our insurance may not adequately cover claims

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relating to an actual or perceived security breach or incident and any breach or incident may increase our insurance costs as well as reduce or eliminate the future availability of such insurance, harming our business and reputation.

Risks Relating to Our Financial Position and Capital Needs

We have a history of losses and have only achieved profitability periodically. We cannot be certain that we will attain or sustain profitability in the future.

We incurred losses each year from our inception in 2000 to 2024. Our ability to achieve or sustain profitability depends on numerous factors, many of which are not entirely in our control, including continued RAIN industry adoption and us maintaining or growing our market share. Our costs of operations, product development and business and personnel expansion in sales, engineering and marketing are significant and are likely to increase as we invest in growing the market and our market share, reducing our costs and improving operations. If we fail to increase our revenue or manage our expenses, or if our investment in growing the market or our market share fail, we may not remain profitable.

We have a history of significant fluctuations in our quarterly and annual operating results.

Our history shows significant sales volatility and a limited ability to forecast sales. We anticipate that, for the foreseeable future, our visibility to future sales, including volumes and prices, will continue to be limited. That limited visibility may cause fluctuations in our operating results and differences between actual and expected quarterly or annual operating results.

Many factors, some outside our control, may cause or contribute to fluctuations in our quarterly and annual operating results. These fluctuations make financial planning and forecasting difficult. These fluctuations may also cause unanticipated decreases in our available cash, which could negatively affect our business and prospects. Material factors that contribute to fluctuations in our operating results include:

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macroeconomic conditions, including tariffs and trade wars, inflation, recession or economic slowdown, and their impact on our business and that of our suppliers, partners and end users;
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fluctuations or delays in RAIN adoption and deployment by end users;
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changes in the pace or direction of major deployments, whether due to macroeconomic conditions or enterprise-specific events or circumstances, and our, or our partners’, ability to win business from these deployments;
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fluctuations in demand for our products or platform, including by tag OEMs and other significant partners and end users on whom we rely for a substantial portion of our revenue;
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fluctuations in the pricing and availability or supply of our products or key elements or components of those products, especially semiconductor wafers;
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degradations in product quality, whether due to us or our suppliers, including quality claims or product returns;
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delays in new-product introductions and in the maturity of our new-product technologies;
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decreases in selling prices for our products;
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delays in our product-shipment timing, customer or end-user sales or deployment cycles, or work performed under development contracts;
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intellectual property disputes involving us, our partners, end users or other participants in our industry, or the timing of license payments for our intellectual property;
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adverse outcomes of litigation or governmental proceedings;

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•
timing variability in product introductions, enhancements, services and technologies by us and our competitors as well as market acceptance of new or enhanced products, services and technologies;
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unanticipated excess or obsolete inventory as a result of significant demand fluctuations, supply-chain mismanagement, new-product introduction, quality issues or otherwise;
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changes in the amount and timing of our operating costs, including those related to expanding our business, operations and infrastructure;
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changes in business cycles or seasonal fluctuations that affect the markets in which we sell;
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changes in industry standards or specifications, or changes in government regulations, relating to our products or our platform;
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late, delayed or cancelled payments from our partners or end users; and
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unanticipated impairment of long-lived assets and goodwill.

A substantial portion of our operating expenses are fixed in the short term, and as a result, fluctuations in revenue or unanticipated expenses can have a material and immediate impact on our profitability and negatively affect our operating results, which could cause the price of our common stock to decline.

We may need to raise additional capital, which may not be available on favorable terms or at all.

In the future, we may need to raise additional capital, including pursuant to shelf registration statements we may file from time to time with the SEC, potentially diluting our stockholders, restricting our operations or otherwise adversely affecting our business.

Debt financing, if available, may include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, expending capital or declaring dividends, or may impose financial covenants that limit our ability to achieve our business objectives.

Our management has broad discretion in how to invest and spend our cash and cash equivalents and the proceeds from financings, including on capital expenditures, product development, working capital and other general corporate purposes. We may spend our cash and cash equivalents in ways that our stockholders may not agree with or that do not yield favorable returns.

If we need additional capital but cannot raise it on acceptable terms, if at all, then we may not be able to meet our business objectives, financial obligations or both. If we raise additional capital but do not deploy it effectively then our business, financial condition, results of operations and prospects could be harmed and the market price of our common stock could suffer.

Risks Relating to U.S. Federal Income Tax

Our ability to use net operating losses and research and development credits to offset future taxable income and income taxes may be limited.

As of December 31, 2025, we had federal U.S. net operating loss carryforwards, or NOLs, of $275.8 million and U.S. federal research and development credit carryforwards of $43.7 million, which we may use to reduce future taxable income or income taxes. We have established a valuation allowance against the carrying value of these deferred tax assets. Our U.S. federal NOLs arising in taxable years beginning before January 1, 2018 and our U.S. federal research and development credit carryforwards expire following the 20th taxable year after the taxable year such carryforward arose, while our U.S. federal NOLs arising in taxable years beginning after December 31, 2017 do not expire.

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Under Sections 382 and 383 of the U.S. Internal Revenue Code, or the Code, a corporation that experiences a more-than 50% ownership change by one or more stockholders or groups of stockholders who own at least 5% of a company’s stock over a three-year testing period is limited in its ability to use its pre-change NOLs and other tax assets to offset future taxable income or income taxes. If we undergo a future ownership change then our ability to use our NOLs and credit carryforwards could be limited by Sections 382 and 383 of the Code. Our NOLs may also be limited under state law. As a result of these limitations, we may not be able to utilize a material portion of, or possibly any of, our NOLs and/or credit carryforwards to reduce future taxable income or income taxes.

We could be subject to additional income tax liabilities.

We are subject to income taxes in the United States and certain foreign jurisdictions. During the ordinary course of business, we use significant judgment in evaluating our worldwide income tax obligations and we conduct many transactions for which the ultimate tax determination is uncertain. Although we believe our tax determinations are proper, the final determination of any tax audits and any possible litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on our operating results or cash flows in the period or periods for which that determination is made.

Changes in tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.

We are subject to tax laws, regulations and policies of several taxing jurisdictions. Changes in tax laws, as well as other factors, could cause us to experience fluctuations in our tax obligations and effective tax rates and otherwise adversely affect our tax positions and results of our operations. Recent examples include the 1% excise tax imposed on stock buybacks and a 15% alternative minimum tax imposed on adjusted financial statement income enacted in 2022, and rules governing the treatment of U.S. and foreign research and development expenditures enacted in 2017 and amended in 2025. We have accounted for these changes in accordance with our understanding of the guidance available as of the date of this filing and as described in more detail in our financial statements. The CHIPS and Science Act, enacted August 9, 2022, provides tax credits for semiconductor manufacturing activities within the United States, but because we outsource our semiconductor manufacturing we do not expect to be entitled to these tax credits.

Many countries, as well as organizations such as the Organization for Economic Cooperation and Development, or the OECD, have implemented or proposed changes to existing tax laws, including a 15% global minimum tax for multinational companies with annual global revenue exceeding certain thresholds. We continue to monitor these developments, including the impact of the joint statement issued by the G7 in June 2025 related to the interplay between the U.S. international tax system and global rules and a January 2026 agreement to a “side-by-side” safe harbor that would generally exempt U.S. parented multinational groups from certain of the global minimum tax rules. Any of these developments or changes in U.S. federal, state or international tax laws or tax rulings could adversely affect our effective tax rate and our operating results. There can be no assurance that our effective tax rates, tax payments or tax credits and incentives will not be adversely affected by these or other developments or changes in law.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value-added or similar taxes.

We do not collect sales and use, value-added or similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are either not applicable or an exemption from such taxes applies. Certain jurisdictions may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future, including as a result of a change in law. Such tax assessments, penalties and interest or future requirements may negatively affect our operating results.

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Risks Relating to Our Financial Reporting and Disclosure

Any failure to maintain an effective system of disclosure and internal controls over financial reporting, or our ability to produce timely and accurate financial statements, could adversely affect investor confidence in us.

As a public company, we must maintain effective disclosure controls and procedures and internal control over financial reporting. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

Any failure to implement and maintain effective disclosure controls and procedures and internal control over financial reporting, including identifying material weaknesses, could cause investors to lose confidence in the accuracy and completeness of our financial statements and reports, which could adversely affect the market price of our common stock. We could also be subject to sanctions or investigations by The Nasdaq Stock Market, the SEC and other regulatory authorities.

Risks Relating to Owning or Trading Our Securities

The market price of our common stock has been and will likely continue to be volatile, and the value of your investment could decline significantly.

The trading price of our common stock has fluctuated and is likely to continue to fluctuate substantially. The following factors, in addition to general risks and other risks described in this report, may have a material effect on the trading price of our common stock:

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price and volume fluctuations in the overall stock market;
•
changes in operating performance, stock market valuations and volatility in the market prices of other technology companies generally, and of those in our industry in particular;
•
actual or anticipated quarterly variations in our results of operations or those of our competitors;
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actual or anticipated changes in our growth rate relative to our competitors;
•
delays in end-user deployments of RAIN solutions;
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announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
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supply interruptions, including semiconductor wafer or other product or component shortfalls;
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developments relating to intellectual property rights or in disputes relating to those rights;
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our ability to develop and market new and enhanced products on a timely basis;
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commencement of, or our involvement in, litigation;
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changes in our board of directors or management;
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changes in governmental regulations or in the status of our regulatory approvals;
•
unstable political and economic conditions, including instability resulting from tariffs and trade wars, wars and other armed conflicts, such as those in Ukraine and the Gaza Strip, or geopolitical tensions, such as those between the United States, China and Taiwan;
•
the trading volume of our stock;
•
actual or perceived security breaches or incidents;
•
limited public float;
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any future sales of our common stock or other securities;
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financial analysts dropping or reducing their coverage of us; changes in financial estimates by analysts who do cover us; or our failure to meet analyst estimates or investor expectations;

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•
fluctuations in the values of companies that investors perceive to be comparable to us;
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the financial projections we may provide to the public, as well as any changes in those projections or our failure to meet those projections; and
•
general economic conditions and slow or negative growth in the markets in which we operate.

Technology stocks like ours have experienced extreme price and volume fluctuations, often unrelated or disproportionate to our underlying operating performance. Stock price volatility can cause stockholders to institute securities class-action litigation or stockholder derivative litigation, as occurred to us between 2018 and 2020. If any of our stockholders were to sue us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management, harm our operating results and negatively impact the trading price of our common stock.

Transactions relating to the 2021 or the 2025 Notes may affect our stock’s value.

If the 2021 Notes or the 2025 Notes are converted by holders, then we are required to deliver cash, stock or any combination of cash or stock, at our election. If we elect to deliver stock, the ownership interests of our existing stockholders will be diluted, and public market sales of stock issued upon a conversion could decrease our stock price. Anticipated future conversions of the 2021 Notes or the 2025 Notes into stock could also decrease our stock price, as could short selling by holders of the 2021 Notes or the 2025 Notes to hedge their positions.

In December 2019 and in September 2025, we issued the 2019 and 2025 Notes, respectively. At the time of each issuance, we entered into privately negotiated capped call transactions with financial counterparties to mitigate the dilutive impact above a given stock price. We left the capped call transactions related to the 2019 Notes issuance intact after we acquired the remainder of the outstanding 2019 Notes in June 2022. From time to time, the financial counterparties to the capped call transactions may modify their hedge positions by entering into or unwinding various derivative transactions involving our stock or by purchasing or selling our stock or other securities of ours in secondary market transactions prior to the maturity of the capped call transactions. This activity could cause a decrease in our stock price.

For more information on the 2019 Notes, the 2021 Notes, the 2025 Notes and the capped call transactions, see Note 8 of our consolidated financial statements included elsewhere in this report.

We are subject to counterparty risk with respect to the capped call transactions.

The financial counterparties to the capped call transactions are financial institutions, and we will be subject to the risk that one or more of the financial counterparties may default under the capped call transactions. Our exposure to the credit risk of the financial counterparties to the capped call transactions will not be secured by any collateral.

Global economic conditions have in the past resulted in the actual or perceived failure and/or financial difficulties of many financial institutions. If a financial counterparty to the capped call transactions becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at the time under the capped call transactions with such financial counterparty. Our exposure will depend on many factors but, generally, our exposure will increase if the market price or the volatility of our common stock increases. In addition, upon a default by a financial counterparty to the capped call transactions, we may suffer adverse tax consequences and experience more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the financial counterparties to the capped call transactions.

Our principal stockholders and management own a significant percentage of our stock and are able to exercise significant influence over matters subject to stockholder approval.

As of December 31, 2025, our executive officers, directors and principal stockholders, together with their respective affiliates, beneficially owned approximately 48.6% of our stock. As a result, our executive officers, directors and principal stockholders may be able to significantly influence, in their capacity as stockholders, matters requiring approval by our stockholders, including electing directors and

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approving mergers, acquisitions or other transactions. They may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This ownership concentration could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have a material adverse effect on our stock price. This ownership concentration could also prevent attempts by our stockholders to replace or remove our board of directors or management.

We may not have sufficient cash flow or access to cash necessary to satisfy our obligations under the 2021 Notes and the 2025 Notes, and our current and future indebtedness may restrict our business.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance any current or future indebtedness, including the 2021 Notes and the 2025 Notes, or to make cash payments in connection with any conversion of the 2021 Notes or the 2025 Notes or upon any fundamental change if holders require us to repurchase their 2021 Notes or 2025 Notes for cash, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient future cash from operations to service our indebtedness and make necessary capital expenditures. If we are unable to generate sufficient cash flow, then we may be required to pursue other alternatives, such as selling assets, restructuring indebtedness or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance any of our indebtedness, including the 2021 Notes and the 2025 Notes, will depend on the capital markets and our financial condition at that time. We may not be able to pursue these alternatives on favorable terms or at all, which could result in us defaulting on our debt obligations.

Our existing and future indebtedness could have important consequences to our stockholders and significant effects on our business. For example, it could:

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make it more difficult for us to satisfy our debt obligations, including the 2021 Notes and the 2025 Notes;
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increase our vulnerability to general adverse economic and industry conditions;
•
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the cash available to run our business;
•
limit our flexibility in planning for, or reacting to, changes in our business or in our industry;
•
restrict us from exploiting business opportunities;
•
place us at a competitive disadvantage compared to our competitors that have less indebtedness; and
•
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, executing our business strategy or for other purposes.

Anti-takeover provisions in our charter documents and under Delaware or Washington law could prevent, delay or impede an acquisition of us and constrain our stock price.

Provisions of our certificate of incorporation and our bylaws may delay or discourage transactions involving an actual or potential change in our control or in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. These provisions could, therefore, adversely affect our stock price. Among other things, our certificate of incorporation and bylaws:

•
permit our board of directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;
•
provide that the authorized number of directors may be changed only by resolution of the board of directors;
•
provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

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•
restrict the forum for certain litigation against us to Delaware;
•
require that any action taken by our stockholders be effected at a duly called annual or special meeting of stockholders and not by written consent;
•
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice;
•
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any uncontested election of directors to elect all of the directors standing for election, if they should so choose); and
•
provide that special meetings of our stockholders may be called only by the chair of the board, our chief executive officer or the board of directors.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. Likewise, because our principal executive offices are located in Washington, the anti-takeover provisions of the Washington Business Corporation Act may apply to us under certain circumstances now or in the future. These provisions prohibit a “target corporation” from engaging in any of a broad range of business combinations with any stockholder constituting an “acquiring person” for a period of five years following the date on which the stockholder became an “acquiring person.”

Our bylaws include provisions that could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our bylaws provide that, unless we otherwise consent in writing, the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The choice of forum provision may limit stockholders’ ability to bring a claim in a judicial forum favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

Risk Management and Strategy

We have established policies and processes for assessing, identifying and managing material cybersecurity risks, and have integrated these processes into our overall risk-management processes. We have also established policies and processes for managing and responding to material cybersecurity incidents.

We routinely assess material cybersecurity risks, including potential unauthorized occurrences on, or conducted through, our information systems that may compromise the confidentiality, integrity or availability of those systems or information maintained in them. We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments when there is a material change in our business

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practices that we believe could affect information systems that are vulnerable to cybersecurity threats. These risk assessments include identifying reasonably foreseeable internal and external risks and the potential harm if the risks were to materialize. We conduct these risk assessments directly and also engage third parties to support these processes.

Following these risk assessments, we evaluate how to appropriately implement and maintain reasonable safeguards to mitigate identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. We devote significant resources and designate members of our management, including our VP, IT and Facilities, or VP IT, who reports to our Chief Financial Officer, and our Senior Information Security Manager, or Senior ISM, to manage the risk assessment and mitigation process. We also engage third parties to help us design and implement our cybersecurity systems, as well as monitor and test our safeguards. As part of our overall risk management, we collaborate cross-functionally to monitor and test our safeguards and to train our employees on cybersecurity risks and safeguards. We include employees at all levels and departments, and all contractors, in our cybersecurity training programs.

We require appropriate third-party service providers to certify that they can implement and maintain appropriate security measures, consistent with all applicable laws, in connection with their work for us, and to promptly report any suspected breach of their security measures that may affect our company. We oversee and identify risks from cybersecurity threats associated with our use of service providers through an onboarding vendor risk management program, including an inherent risk assessment.

We have not, to date, experienced a cybersecurity incident which was determined to be material, although, like any technology provider, we have experienced incidents in the past. For additional information regarding whether any risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this annual report on Form 10-K, including the risk factors under the heading entitled “Risks Relating to Privacy and Cybersecurity.”

 

Cybersecurity Governance

One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our board of directors is responsible for monitoring and assessing our strategic risk exposure, and our executive officers are responsible for day-to-day management of the material risks we face. Our board of directors administers its cybersecurity risk-oversight function as a whole, as well as through the audit committee.

Our Vice President Information Technology, or VP IT, and Senior Information Security Manager, or Senior ISM, are responsible for assessing and managing material risks from cybersecurity threats, as well as managing and responding to material cyber incidents if any occur. Our VP IT has a bachelor’s degree in management information systems and more than 25 years experience managing enterprise information-technology systems and resources. Our Senior ISM has an undergraduate degree in management information systems, an MBA and multiple professional cybersecurity certifications, has specialized in cybersecurity for more than a decade and is focused primarily on cybersecurity.

Our VP IT and Senior ISM provide periodic briefings to the audit committee and to the board of directors about our cybersecurity risks and activities, including cybersecurity incidents and responses, cybersecurity systems testing, third-party activities and related topics. In addition, our policies for managing and responding to cybersecurity incidents include procedures for appropriate escalations to our Chief Compliance Officer and to our audit committee chair.

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Item 2. Properties

We have several operating leases for office space, summarized as of December 31, 2025 in the table below. We believe that our facilities are adequate for our current needs.

 

Location

 

Purpose

 

Approximate Square Feet

 

 

Principal Lease Expiration Dates

Seattle, Washington

 

Corporate headquarters

 

 

70,000

 

 

2038

Seattle, Washington

 

Design laboratory

 

 

29,000

 

 

2029

San Diego, California

 

General office space

 

 

7,000

 

 

2030

Helsinki, Finland

 

Voyantic office space

 

 

7,000

 

 

2027

Taipei, Taiwan

 

General office space

 

 

1,000

 

 

2028

In addition, we lease offices in Thailand, Malaysia, Brazil, Japan and China. For more information about our lease commitments, please refer to Note 11 to our consolidated financial statements included elsewhere in this report.

As of the date of this report, we are not a party to any material legal proceedings. In the normal course of business, we may be named as a party to various legal claims, actions and complaints. We cannot predict whether any resulting liability will have a material adverse effect on our financial position, results of operations, cash flows, market position or stock price.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock has traded on The Nasdaq Global Select Market under the symbol “PI” since July 21, 2016.

Holders of Record

As of January 30, 2026, there were 25 holders of record of our common stock. The actual number of holders is greater than the number of holders of record and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. The number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividends

We have never declared or paid a cash dividend on our common stock. We currently intend to apply our available funds and any future earnings to developing and growing our business. We therefore do not anticipate paying any cash dividends on our common stock for the foreseeable future. In addition, future debt instruments, if any, may materially restrict our ability to pay dividends on our common stock. Any future determination to pay dividends on our common stock will depend at least on our results of operations, financial condition and liquidity requirements, restrictions that may be imposed by applicable law or by contracts and any other factors that our board of directors may consider relevant.

Performance Graph

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or incorporated by reference into any filing of Impinj, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The following performance graph compares the cumulative total stockholder return of our common stock versus the NASDAQ Composite Index and the Philadelphia Semiconductor Index.

This graph assumes that the investment in our common stock and in each index was $100 on December 31, 2020, and assumes dividend reinvestment, if any. The stock price performance in the graph is not indicative of future stock price performance.

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img100042247_0.gif

Securities Authorized for Issuance Under Equity Compensation Plans

For more information on securities authorized for issuance under our equity compensation plans, see Note 9 and Note 10 of our consolidated financial statements included elsewhere in this report.

Unregistered Sales of Equity Securities

None.

Use of Proceeds

None.

Repurchases

None.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis together with our consolidated financial statements and the related notes to those statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” and elsewhere in this report, our actual results may differ materially from those anticipated in these forward-looking statements.

For our discussion of our fiscal 2024 results compared to fiscal 2023 for both our results of operations and our liquidity and capital resources sections, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 10, 2025 which is incorporated by reference herein.

Overview

Our vision is a world in which every item that enterprises manufacture, transport and sell, and that people own, use and recycle, is wirelessly and ubiquitously connected to the cloud. And a world in which the ownership, history and linked information for every one of those items is seamlessly available to enterprises and people. We call our expansive vision a Boundless Internet of Things, or IoT. We design and sell a platform that enables that wireless item-to-cloud connectivity and with which we and our partners innovate IoT solutions.

Our mission is to connect every thing. We have enabled connectivity for more than 150 billion items to date, delivering item visibility, traceability and improved operational efficiencies for retailers, supply chain and logistics, or SC&L providers, restaurants and food-service providers, airlines, automobile manufacturers, healthcare companies and many more.

We are today focused on extending item connectivity from tens of billions to trillions of items and delivering item data not just to enterprises but to people, so they too can benefit from their connected items. We believe the Boundless IoT we are enabling will, in the not-too-distant future, give people ubiquitous access to cloud-based digital twins of every item, each storing the item’s history, location and linked information and helping people explore and learn about the item. We believe that that connectivity will transform the world.

We and our partner ecosystem build item-visibility solutions using products that we design and either sell or license, including silicon radios, reading systems, tag production systems and intellectual property. We also offer software and cloud services, and while nascent from a standalone revenue perspective, they enable our other product offerings and we intend to expand them as a part of our growth strategy. We sell two types of silicon radios. The first are endpoint ICs that store a serialized number to wirelessly identify an item. Our partners embed endpoint ICs into an item or its packaging. These ICs may also contain a cryptographic key to authenticate the item. The second are reader ICs that our partners use in embedded or finished readers to wirelessly discover, inventory and engage the endpoint ICs. Those readers may also protect an item or consumer, for example by authenticating the item as genuine or privatizing the item by rendering the endpoint IC unresponsive without the consumer first providing a password. Our reading systems comprise high-performance finished readers and gateways used primarily in autonomous reading solutions. Our tag production systems enable partner products and facilitate enterprise deployments. Our software and cloud service offerings focus on solutions enablement, particularly at enterprises with whom we have a close business relationship.

We sell our products, individually or as a whole platform offering, primarily with or through our partner ecosystem. That ecosystem comprises original equipment manufacturers, or OEMs, tag service bureaus, original device manufacturers, or ODMs, systems integrators, or SIs, value-added resellers, or VARs, independent software vendors, or ISVs, and other solution partners.

Our radios follow the RAIN industry’s air-interface standard for their core reading functionality. We create partner and enterprise preference for our radios and solutions by adding differentiated features into them, supporting those features across our platform and licensing them where appropriate, to deliver solutions capabilities and performance that surpasses mix-and-match solutions built from competitor

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products. We have also introduced a set of compatible extensions to the RAIN industry’s air-interface standard, which we call Gen2X, that enhance the performance and protection of our solutions. The RAIN industry, on both the reader and solutions side, has broadly embraced Gen2X.

Factors Affecting Our Performance

Macroeconomic Factors

We are subject to impacts from the evolving macroeconomic environment, including uncertainty and volatility in trade measures and tariffs. Because most of our revenue derives from endpoint ICs that our partners embed into or onto items, to the extent that those items are impacted, positively or negatively, by trade measure and tariffs, we are impacted as well. While the impact that recent trade measures will have on our business and financial results is difficult to predict, they could negatively affect our business and financial results. We continue to monitor the broader impacts of these measures on our business, our supply chain and our results of operations. See risk factor “Changes in global trade policies could have a material adverse effect on us.” in Item 1A. of this report for further information.

Inventory Supply

We sell most of our products, both endpoint ICs and systems, through partners and distributors, limiting our visibility to actual enterprise demand. Although we work closely with those partners and distributors to gain as accurate a view as possible, correctly forecasting demand for our products and identifying market shifts in a timely manner remains a challenge. This challenge can be exacerbated when major end users adjust the mix of inlay providers from which they procure inlays incorporating our endpoint ICs.

We also sometimes experience inventory overages or shortages. Inventory overages can increase expenses, expose us to product obsolescence and/or increased reserves and negatively affect our business. Inventory shortages can cause long lead times, missed opportunities, market-share losses and/or damaged customer relationships, also negatively affecting our business.

In 2021 and 2022, demand for our endpoint ICs increased while worldwide wafer demand also increased, leading to wafer shortfalls for many semiconductor companies, including us. These wafer shortfalls prevented us from fully meeting customer demand and, in some cases, caused customers to cancel orders, qualify alternative suppliers or purchase from our competitors. In 2023, macroeconomic conditions led to softness in demand and inventory overages.

Product Adoption and Unit Growth Rates

Enterprises have significantly adopted RAIN in retail apparel, our largest market, and SC&L, but the rate of adoption and unit growth rates have been uneven and unpredictable. From 2010 to 2025, our overall endpoint IC sales volumes increased at a 26% compounded annual growth rate; however, we have experienced declines in endpoint IC sales volumes during various periods.

Regardless of the uneven pace of retail, SC&L and other industry adoption and growth rates, we believe the long-term trend is continued RAIN adoption and growth and we intend to continue investing in developing new products and expanding our product offerings for the foreseeable future. However, we cannot predict whether historical annual growth rates are indicative of the pace of future growth.

Our systems business, at least for readers and gateways, depends significantly on large-scale deployments at discrete end users, and deployment timing causes large yearly variability in our systems revenue. For example, we generated 14% of total 2019 revenue from a gateway deployment at a large North American SC&L provider. We did not have comparable project-based revenue in 2020. Similarly, in second-quarter 2021, we generated 13% of our revenue from a project-based gateway deployment for RAIN-based self-checkout and loss prevention at a large Europe-based global retailer. While we continue generating project-based revenue, we did not see it at a comparable scale in 2022 to 2025.

Seasonality and Pricing

We typically negotiate pricing with most of our endpoint IC OEMs with an effective date of the first quarter of the calendar year. In the past, this negotiation typically resulted in reduced revenue and

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gross margins in the first quarter compared to prior periods, which then normalized in subsequent quarters as we reduced costs and adjust product mix by migrating those OEMs and end users to newer, lower-cost products.

Endpoint IC volumes tend to be lower in the fourth quarter than in the third quarter. System sales tend to be higher in the fourth quarter and lower in the first quarter, we believe due to the availability of residual funding for capital expenditures prior to the end of many end users’ fiscal years.

We did not see these seasonal trends in 2023 but began to see them in second-half 2024 and in 2025. We do expect continued quarter-to-quarter revenue and gross margin variability due to macroeconomic conditions, program-launch timing and our ability to migrate OEMs and end users to newer, lower cost products. These factors, among others, may impact seasonal trends.

Results of Operations

 

 

 

Year Ended December 31,

2025 vs 2024

 

 

2024 vs 2023

 

(in thousands, except percentages)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

Revenue

 

$

361,075

 

 

$

366,087

 

 

$

307,539

 

 

$

(5,012

)

 

$

58,548

 

Gross profit

 

$

189,677

 

 

$

188,855

 

 

$

151,982

 

 

$

822

 

 

$

36,873

 

Gross margin

 

 

52.5

%

 

 

51.6

%

 

 

49.4

%

 

 

0.9

%

 

 

2.2

%

Loss from operations

 

$

(737

)

 

$

(7,069

)

 

$

(43,484

)

 

$

6,332

 

 

$

36,415

 

Revenue decreased, due primarily to lower endpoint IC revenue partially offset by higher systems revenue. The endpoint IC revenue decrease was driven primarily by lower ASP due to mix and new pricing that went into effect at the beginning of the year, and the systems revenue increase was due primarily to higher shipment volumes. Gross profit increased, despite lower revenue, due to lower endpoint IC costs from product mix. Gross margin increased due primarily to higher endpoint IC gross margin, the result of product mix, and lower indirect costs in the current year compared to the prior year. Loss from operations decreased due primarily to decreased operating expenses.

Revenue

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Endpoint ICs

 

$

299,806

 

 

$

305,915

 

 

$

234,426

 

 

$

(6,109

)

 

$

71,489

 

 

Systems

 

 

61,269

 

 

 

60,172

 

 

 

73,113

 

 

 

1,097

 

 

 

(12,941

)

 

Total revenue

 

$

361,075

 

 

$

366,087

 

 

$

307,539

 

 

$

(5,012

)

 

$

58,548

 

 

We currently derive substantially all our revenue from sales of endpoint ICs, reader ICs, readers, gateways, tag production systems and licensing. We sell our endpoint ICs and tag production systems primarily to inlay manufacturers; our reader ICs primarily to OEMs and ODMs through distributors; and our readers and gateways to solutions providers, VARs and SIs, also primarily through distributors. We expect endpoint IC sales to represent the majority of our revenue for the foreseeable future.

Endpoint IC revenue decreased $6.1 million, due to a $32.3 million decrease from lower ASP due to product mix and new pricing that went into effect at the beginning of the year, partially offset by a $25.1 million increase due to higher shipment volumes and a $1.0 million increase in licensing revenue.

Systems revenue increased $1.1 million due to an increase in shipment volumes. Reader revenue increased by $8.3 million offset by decreases of $3.4 million and $4.1 million from gateway and reader IC revenue, respectively.

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Gross Profit and Gross Margin

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands, except percentages)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Cost of revenue

 

$

171,398

 

 

$

177,232

 

 

$

155,557

 

 

$

(5,834

)

 

$

21,675

 

 

Gross profit

 

 

189,677

 

 

 

188,855

 

 

 

151,982

 

 

 

822

 

 

 

36,873

 

 

Gross margin

 

 

52.5

%

 

 

51.6

%

 

 

49.4

%

 

 

0.9

%

 

 

2.2

%

 

Cost of revenue includes costs associated with manufacturing our endpoint ICs, reader ICs, readers, gateways and tag production systems, including direct materials and outsourced manufacturing costs as well as associated overhead costs such as logistics, quality control, planning and procurement. Cost of revenue also includes charges for excess and obsolescence and warranty costs. Our gross margin varies from period to period based on the mix of endpoint IC and systems; underlying product margins driven by changes in mix, ASPs or costs; as well as from inventory excess and obsolescence charges.

Gross profit increased $0.8 million, despite a decrease in revenue, due primarily to decreased costs from endpoint IC due to product mix. Gross margin increased, due primarily to higher endpoint IC gross margin due to product mix and lower indirect costs in the current year compared to the prior year.

Operating Expenses

Research and Development

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Research and development

 

$

102,615

 

 

$

98,829

 

 

$

88,562

 

 

$

3,786

 

 

$

10,267

 

 

Research and development expense comprises primarily personnel expenses (salaries, benefits and other employee related costs) and stock-based compensation expense for our product-development personnel; product development costs which include external consulting and service costs, prototype materials and other new-product development costs; and an allocated portion of infrastructure costs which include occupancy, depreciation and software costs. We expect research and development expense to increase in absolute dollars in future periods as we continue to focus on new product development and introductions.

Research and development expense increased $3.8 million, due primarily to increases of $4.0 million in product development costs due to timing; $2.4 million in infrastructure costs primarily from increased depreciation and software costs; and $1.3 million in stock-based compensation expense related primarily to increased outstanding equity grants. These increases were partially offset by a decrease of $4.2 million in personnel expenses related to lower bonus achievement compared to the prior-year period.

Sales and Marketing

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Sales and marketing

 

$

36,530

 

 

$

40,579

 

 

$

41,123

 

 

$

(4,049

)

 

$

(544

)

 

Sales and marketing expense comprises primarily personnel expenses (salaries, incentive sales compensation, or commission, benefits and other employee-related costs) and stock-based compensation expense for our sales and marketing personnel; travel, advertising and promotional expenses; and an allocated portion of infrastructure costs which include occupancy, depreciation and software costs.

Sales and marketing expense decreased $4.0 million, due primarily to decreases of $4.1 million in stock-based compensation expense, driven by forfeitures related to the retirement of our Chief Revenue

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Officer in the first quarter of fiscal year 2025 and the resulting lower ongoing expense and a decrease of $0.7 million in personnel expenses related to lower bonus achievement compared to the prior-year period.

General and Administrative

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

General and administrative

 

$

49,192

 

 

$

51,802

 

 

$

60,828

 

 

$

(2,610

)

 

$

(9,026

)

 

General and administrative expense comprises primarily personnel expenses (salaries, benefits and other employee related costs) and stock-based compensation expense for our executive, finance, human resources and information technology personnel; legal, accounting and other professional service fees; travel and insurance expense; and an allocated portion of infrastructure costs which include occupancy, depreciation and software costs.

General and administrative expense decreased $2.6 million, due primarily to a decrease $3.0 million in personnel expenses related to lower bonus achievement compared to the prior-year period and a decrease of $1.7 million in professional services related to legal fees, partially offset by an increase of $1.5 million in stock-based compensation expense related primarily to increased outstanding equity grants.

Amortization of Intangibles

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Amortization of intangibles

 

$

2,077

 

 

$

2,902

 

 

$

4,953

 

 

$

(825

)

 

$

(2,051

)

 

Amortization of intangibles decreased by $0.8 million. The decrease relates to the intangibles acquired as part of our April 3, 2023 acquisition of Voyantic Oy. Certain intangible assets acquired had useful life of less than 1 year, resulting in a higher amortization expense in the prior-year period.

Restructuring Costs

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Restructuring costs

 

$

—

 

 

$

1,812

 

 

$

—

 

 

$

(1,812

)

 

$

1,812

 

 

The decrease in restructuring costs relates to the restructuring we initiated on February 7, 2024. For further information on this restructuring, please refer to Note 18 to our consolidated financial statements included elsewhere in this report.

Income From Settlement of Litigation

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Income from settlement of litigation

 

$

—

 

 

$

45,000

 

 

$

—

 

 

$

(45,000

)

 

$

45,000

 

 

The decrease in income from settlement of litigation relates to the Settlement Agreement with NXP on March 13, 2024. See Note 12, Commitments and Contingencies, included elsewhere in this report, for further details.

Other Income, Net

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Other income, net

 

$

9,214

 

 

$

7,937

 

 

$

4,644

 

 

$

1,277

 

 

$

3,293

 

 

Other income, net, comprises primarily interest income on our short-term investments.

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Other income, net, increased $1.3 million, due to increased interest income given higher invested balances.

Induced Conversion Expense

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Induced conversion expense

 

$

15,026

 

 

$

—

 

 

$

—

 

 

$

15,026

 

 

$

—

 

 

In September 2025, we completed a privately negotiated exchange of $190.0 million principal amount of the 2021 Convertible Notes, or the 2021 Note Exchange. We accounted for the 2021 Note Exchange transaction as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20), as amended for ASU 2024-04. As a result of the induced conversion, we recorded $15.0 million in induced conversion expense which is included in the Consolidated Statements of Operations for the year ended December 31, 2025. The induced conversion expense represents the fair value of the consideration issued upon conversion in excess of the fair value of the securities issuable under the original terms of the 2021 Convertible Notes. See Note 8 Long-term Debt, included elsewhere in this report, for further information.

Interest Expense

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Interest expense

 

$

4,367

 

 

$

4,873

 

 

$

4,848

 

 

$

(506

)

 

$

25

 

 

Interest expense comprises primarily cash interest, amortization of debt issuance costs and debt discount.

Interest expense decreased by $0.5 million, due primarily to decreased interest on our convertible debt, from the 2021 Note Exchange transaction.

Income Tax Expense

 

Year Ended December 31,

 

 

2025 vs 2024

 

 

2024 vs 2023

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Change

 

 

Change

 

 

Income tax benefit (expense)

 

$

(69

)

 

$

157

 

 

$

(322

)

 

$

(226

)

 

$

479

 

 

We are subject to federal and state income taxes in the United States and foreign jurisdictions.

Income tax expense increased by $0.2 million due to changes in our estimated effective tax rate.

On July 4, 2025, President Trump signed Public Law No. 119-21 - An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14, or “H.R.1”, into law. One key provision, applicable to us, is the treatment of domestic research and experimental expenditures, which can now be capitalized or expensed. As previously required under the Tax Cuts and Jobs Act, we capitalized research and development expenditures in the years ended December 31, 2022 through December 31, 2024. With the enactment of H.R.1, we began deducting domestic Section 174 costs in 2025.

Liquidity and Capital Resources

As of December 31, 2025, we had cash, cash equivalents and short-term investments of $175.3 million, comprising cash deposits held at major financial institutions and short-term investments in a variety of securities, including U.S. government securities, treasury bills, corporate notes and bonds, commercial paper and money market funds. As of December 31, 2025, we had working capital of $212.7 million, up from $(4.8) million as of December 31, 2024. The increase is due to a decrease in the balance of the 2021 Notes, which was driven by a privately negotiated exchange of $190.0 million principal amount of the 2021 Convertible Notes, or the 2021 Note Exchange (refer to Note 8, Long-term debt, in our consolidated financial statements included elsewhere in this report for further information).

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Historically, we have funded our operations primarily through cash generated from operations and by issuing equity securities, convertible-debt offerings and/or borrowing under our prior senior credit facility.

We believe, based on our current operating plan, that our existing cash, cash equivalents and short-term investments will be sufficient to meet our anticipated cash needs for at least the next 12 months. Over the longer term, we plan to continue investing to enhance and extend our platform. If our available funds are insufficient to fund our future activities or execute our strategy, then we may raise additional capital through equity, equity-linked or debt financing, to the extent such funding sources are available. Alternatively, we may need to reduce expenses to manage liquidity; however, any such reductions could adversely impact our business and competitive position.

Sources of Funds

From time to time, we may explore additional financing sources and ways to reduce our cost of capital, including equity, equity-linked and debt financing. In addition, in connection with any future acquisitions, we may pursue additional financing which may be debt, equity or equity-linked financing or a combination thereof. We can provide no assurance that any additional financing will be available to us on acceptable terms.

2021 Notes

In November 2021, we issued convertible notes due in 2027 in an aggregate principal amount of $287.5 million, or the 2021 Notes. The 2021 Notes are our senior unsecured obligation, bearing interest at a fixed rate of 1.125% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2021 Notes are convertible into cash, shares of our common stock or a combination thereof, at our election, and will mature on May 15, 2027 unless earlier repurchased, redeemed or converted in accordance with the terms of the terms of the Indenture governing the 2021 Notes. The net proceeds from the 2021 Notes were approximately $278.4 million after initial debt issuance costs, fees and expenses.

In September 2025, we completed the 2021 Note Exchange. We accounted for the 2021 Note Exchange as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20) and in accordance with ASU 2024-04: Debt—Debt with Conversion and Other Options (Subtopic 470-20) - Induced Conversions of Convertible Debt Instruments, which we early adopted as of January 1, 2025. Refer to the paragraph’s below under 2025 Notes for further information.

For further information on the terms of this debt, please refer to Note 8 to our consolidated financial statements included elsewhere in this report.

2025 Notes

In September 2025, we issued convertible notes due 2029 in an aggregate principal amount of $190.0 million, or the 2025 Notes. The 2025 Notes are our senior unsecured obligation, bearing no regular interest. The 2025 Notes are convertible into cash, shares of our common stock or a combination thereof, at our election, and will mature on September 15, 2029 unless earlier repurchased, redeemed or converted in accordance with the terms of the Indenture governing the 2025 Notes.

The net proceeds from the 2025 Notes were approximately $183.6 million after initial debt issuance costs, fees and expenses. We used the net proceeds and cash on hand to exchange $190.0 million aggregate principal amount of the 2021 Notes for approximately $190.0 million in cash, representing the principal amount exchanged, and approximately 811,000 shares of our common stock, representing the exchange value in excess thereof, and also paid accrued and unpaid interest thereon, in individual privately negotiated transactions concurrent with the 2025 Notes offering. In addition, we used approximately $11.2 million of cash on hand to pay the cost of the capped call transactions entered into in connection with issuing the 2025 Notes.

For further information on the terms of this debt, please refer to Note 8 to our consolidated financial statements included elsewhere in this report.

Historical Cash Flow Trends

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The following table shows a summary of our cash flows for the periods indicated:

 

 

Year Ended December 31,

 

 

(in thousands)

 

2025

 

 

2024

 

 

2023

 

 

Net cash provided by (used in) operating activities

 

$

58,746

 

 

$

128,310

 

 

$

(49,382

)

 

Net cash provided by (used in) investing activities

 

 

(48,015

)

 

 

(192,570

)

 

 

115,808

 

 

Net cash provided by (used in) financing activities

 

 

(8,928

)

 

 

15,679

 

 

 

8,736

 

 

Operating Cash Flows

For the year ended December 31, 2025, we generated $58.7 million of net cash from operating activities. These net cash proceeds comprised $73.5 million of net income adjusted for non-cash items, partially offset by a $14.8 million decrease in working capital due primarily to lower accrued compensation and employee related benefits and accounts payable.

Investing Cash Flows

For the year ended December 31, 2025, we used $48.0 million of net cash from investing activities. This net cash usage was due primarily to purchases of investments of $202.8 million and property and equipment purchases of $12.9 million, partially offset by proceeds from maturities of investments of $154.7 million and proceeds from sales of investments of $12.9 million.

Financing Cash Flows

For the year ended December 31, 2025, we used $8.9 million of net cash from financing activities. We used this net cash for payment of our 2021 Notes of $190 million, premiums paid for capped call transactions of $11.2 million and $3.2 million in taxes paid to cover RSU vesting. This net cash usage was offset by $183.7 million of net proceeds from issuing our 2025 Notes and $11.8 million of proceeds from stock-option exercises and our employee stock purchase plan.

Contractual Obligations

The following table reflects a summary of our contractual obligations as of December 31, 2025:

 

 

Payments Due By Period

 

 

 

Total

 

 

Less
Than
 1 Year

 

 

1-3
Years

 

 

3-5
Years

 

 

More
Than
5 Years

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible senior notes (1)

 

$

289,143

 

 

$

1,097

 

 

$

98,046

 

 

$

190,000

 

 

$

—

 

Operating lease obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

 

43,276

 

 

 

2,878

 

 

 

7,722

 

 

 

7,065

 

 

 

25,611

 

Purchase commitments (2)

 

 

34,919

 

 

 

32,666

 

 

 

2,253

 

 

 

—

 

 

 

—

 

Total

 

$

367,338

 

 

$

36,641

 

 

$

108,021

 

 

$

197,065

 

 

$

25,611

 

(1) The convertible senior notes include $1.6 million in interest payments.

(2) Purchase commitments comprise primarily noncancelable commitments to purchase $28.2 million of inventory as of December 31, 2025, noncancelable software license agreements with vendors and equipment purchases.

Off-Balance-Sheet Arrangements

Since inception, we have not had any relationships with unconsolidated entities, such as entities often referred to as structured finance or special-purpose entities, or financial partnerships that would have been established for the purpose of facilitating off-balance-sheet arrangements or for another contractually narrow or limited purpose.

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Critical Accounting Policies and Significant Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements which we have prepared in accordance with GAAP. Our preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue and expenses at the date of the consolidated financial statements. Generally, we base our estimates on historical experience and on various other assumptions, in accordance with GAAP, that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates under other assumptions or conditions.

Critical accounting policies and estimates are those we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies and estimates include those related to:

•
revenue recognition;
•
inventory;
•
income taxes; and
•
stock-based compensation.

Revenue Recognition

We generate revenue primarily from sales of hardware products. We also generate revenue from software, extended warranties, enhanced maintenance, support services and NRE development services, none of which are material.

We recognize revenue when we transfer control of the promised goods or services to our customers, which for hardware sales is generally at the time of product shipment as determined by agreed-upon shipping terms. We measure revenue based on the amount of consideration we expect to be entitled-to in exchange for those goods or services. We expect the period between when we transfer control of promised goods or services and when we receive payment to be one year or less, and that expectation is consistent with our historical experience. As such, we do not adjust our revenue for the effects of a significant financing component. We recognize any variable consideration, which comprises primarily sales incentives, as revenue reduction at the time of revenue recognition. We estimate sales incentives based on our historical experience and current expectations at the time of revenue recognition and update them at the end of each reporting period as additional information becomes available.

Our reader and gateway products are highly dependent on embedded software and cannot function without this embedded software. We account for the hardware and embedded software as a single performance obligation and recognize revenue when control is transferred.

Our customer contracts with multiple performance obligations generally include a combination of hardware products, extended warranty, enhanced maintenance and support services. For these contracts, we account for individual performance obligations separately if they are distinct. We allocate the transaction price to the separate performance obligations on a relative standalone selling-price basis. In instances where the standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price using one, or a combination of, the adjusted market assessment or expected cost-plus margin. We defer amounts allocated to extended warranty and enhanced maintenance sold with our reader and gateway products and recognize them on a straight-line basis over the term of the arrangement, which is typically from one to three years. We defer amounts allocated to support services sold with our reader and gateway products and recognize them when we transfer control of the promised services to our customers.

Revenue generated from licensing our intellectual property is governed by licensing agreements. We recognize revenue from licensing the right to use functional intellectual property at the point in time the control of the license transfers to the customer, which is generally upon delivery, or as usage occurs.

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If a customer pays consideration before we transfer a good or service under the contract, then we classify those amounts as contract liabilities, or deferred revenue. We recognize contract liabilities as revenue when we transfer control of the promised goods or services to our customers.

Payment terms typically range from 30 to 120 days. We present revenue net of sales tax in our consolidated statements of operations. We include shipping charges billed to customers in revenue and the related shipping costs in cost of revenue.

Practical Expedients and Exemptions: We expense sales commissions when incurred because we expect the amortization period to be one year or less. We record these costs within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less and (2) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Inventory

We state inventories at the lower of cost or estimated net realizable value using the average costing method, which approximates a first-in, first-out method. Inventories comprise raw materials, work-in-process and finished goods. We continuously assess our inventory value and write down its value for estimated excess and obsolete inventory. This evaluation includes an analysis of inventory on hand, current and forecasted demand, product development plans and market conditions. If future demand or market conditions are less favorable than our projections, or our product development plans change from current expectations, then a write-down of excess or obsolete inventory may be required and is reflected in cost of goods sold in the period the updated information is known.

Income Taxes

We use the asset and liability approach for accounting, which requires recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to be in effect when the assets and liabilities are recovered or settled. We recognize the effects of a change in tax rates on deferred tax assets and liabilities in the year that of the enactment date. We determine deferred tax assets, including historical net operating losses and deferred tax liabilities, based on temporary differences between the book and tax bases of the assets and liabilities. We believe that it is currently more likely than not that our deferred tax assets will not be realized and, as such, we have recorded a full valuation allowance for these assets. We evaluate the likelihood of our ability to realize deferred tax assets in future periods on a quarterly basis, and if evidence indicates we will be able to realize some or all of our deferred tax assets then we will revise our valuation allowance accordingly.

We use a two-step approach for evaluating uncertain tax positions. First, we evaluate recognition, which requires us to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes. If we consider a tax position more likely than not to be unsustained, then no benefits of the position are recognized. Second, we measure the uncertain tax position based on the largest amount of benefit which is more likely than not to be realized on effective settlement. This process involves estimating our actual current tax exposure, including assessing the risks associated with tax audits, together with assessing temporary differences resulting from the different treatment of items for tax and financial reporting purposes. If actual results differ from our estimates, then our net operating loss and credit carryforwards could be materially impacted.

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Us realizing the benefits of the NOLs and credit carryforwards depends on sufficient taxable income in future years. We have established a valuation allowance against the carrying value of our deferred tax assets, as it is currently more likely than not we will be unable to realize these deferred tax assets. In addition, using NOLs and credits to offset future income subject to taxes may be subject to substantial annual limitations due to the “change in ownership” provisions of the Code and similar state provisions. Events that cause limitations in the amount of NOLs that we may use in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined by Code Sections 382 and 383, over a three-year period. Using our NOLs and tax credit carryforwards could be significantly reduced if a cumulative ownership change of more than 50% has occurred in our past or occurs in our future.

We do not anticipate that the amount of our existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. Due to our NOLs, in most jurisdictions our tax years remain open for examination by taxing authorities back to 2004.

Stock-Based Compensation

We have various equity award plans, or Plans, for granting share-based awards to employees, consultants and non-employee directors of the Company. The Plans provide for granting several forms of stock compensation such as stock option awards, restricted stock units, or RSUs, RSUs with performance conditions, or PSUs, and RSUs with market and service conditions, or MSUs.

We measure stock-based compensation costs for all share-based awards at fair value on the measurement date, which is typically the grant date. We determine the fair value of stock options using the Black-Scholes option-pricing model, which considers, among other things, estimates and assumptions on the expected life of the options, stock price volatility and market value of the Company’s common stock. We determine the fair value of RSUs and PSUs based on the closing price of our common stock at grant date. Additionally, for awards with a market condition, we use a Monte Carlo simulation model to estimate grant date fair value, which takes into consideration the range of possible stock price of total stockholder return outcomes.

Recent Accounting Pronouncements

For information on recent accounting pronouncements, please refer to Note 2 in our consolidated financial statements included elsewhere in this report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Some of these risks are related to fluctuations in interest rates.

Interest Rate Risk

Under our current investment policy, we invest our excess cash in money market funds, U.S. government securities, corporate bonds and notes and commercial paper. Our current investment policy seeks first to preserve principal, second to provide liquidity for our operating and capital needs and third to maximize yield without putting our principal at risk. We do not enter into investments for trading or speculative purposes.

We had cash, cash equivalents and short-term investments of $175.3 million and $164.7 million as of December 31, 2025 and 2024, respectively. Our investments are exposed to market risk due to fluctuations in prevailing interest rates, which may reduce the yield on our investments or their fair value. Because most of our investment portfolio is short-term in nature, we do not believe an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio, and therefore we do not expect our results of operations or cash flows to be materially affected by a sudden change in market interest rates.

Our convertible notes have fixed interest rates, thus a hypothetical 100 basis point increase in interest rates would not impact interest expense.

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Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. To date, we have been able to substantially offset higher product costs by increasing our product selling prices. If our product costs became subject to significant future inflationary pressures, then we may not be able to fully offset these higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Foreign Currency Exchange Risk

We are subject to risks associated with transactions that are denominated in currencies other than our functional currency and the effects of translating amounts denominated in a foreign currency to the U.S. dollar as a normal part of our reporting process. The functional currency of the majority of our foreign subsidiaries is the U.S. dollar. Accordingly, gains and losses resulting from remeasuring transactions denominated in currencies other than U.S. dollars are included in other income, net, on our consolidated statements of operations. One of our European subsidiaries utilizes Euros as their functional currency, which results in a translation adjustment that we include as a component of accumulated other comprehensive income. For any of the periods presented, we did not have material impact from exposure to foreign currency fluctuation. As we grow our operations, our exposure to foreign currency risk will likely become more significant.

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Item 8. Financial Statements and Supplementary Data

 

 

 

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)

 

54

Consolidated Balance Sheets

 

58

Consolidated Statements of Operations

 

59

Consolidated Statements of Comprehensive Loss

 

60

Consolidated Statements of Changes in Stockholders’ Equity

 

61

Consolidated Statements of Cash Flows

 

62

Notes to Consolidated Financial Statements

 

64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Impinj, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Impinj, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 9, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Inventory valuation

Description of the Matter

The Company's inventory totaled $85 million as of December 31, 2025. As explained in Note 2 to the consolidated financial statements, the Company determines the appropriate value of all inventory in each reporting period. Obsolete inventory or inventory in excess of management's estimated usage requirement is written down to its estimated net realizable value if those amounts are determined to be less than cost.

Auditing management's estimates for excess and obsolete inventory involved judgment because the estimates are affected by market and economic conditions outside the Company's control.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's excess and obsolete inventory reserve estimate. This included management’s identification of items which may be excess or obsolete and the determination of the net realizable value for those items.

To test the Company's estimates for excess and obsolete inventory, we tested the accuracy and completeness of underlying data used in management’s excess and obsolete inventory valuation assessment. This included evaluating inventory levels compared to historical sales and product life cycles. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses to evaluate the changes in the excess and obsolete inventory estimates that would result from changes in the underlying estimates. Finally, we assessed sources of contrary information which could indicate a decline in future demand relative to historical periods, including external sources of overall industry trends.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2020.

Seattle, Washington

February 9, 2026

 

 

 

 

 

 

 

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Impinj, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Impinj, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Impinj, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 9, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Seattle, Washington

February 9, 2026

 

 

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Impinj, Inc.

Consolidated Balance Sheets

(in thousands, except par value)

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Assets:

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

48,206

 

 

$

46,053

 

Short-term investments

 

127,130

 

 

 

118,661

 

Accounts receivable, net

 

70,785

 

 

 

56,802

 

Inventory

 

84,961

 

 

 

99,346

 

Prepaid expenses and other current assets

 

8,135

 

 

 

5,536

 

Total current assets

 

339,217

 

 

 

326,398

 

Long-term investments

 

103,766

 

 

 

74,871

 

Property and equipment, net

 

50,290

 

 

 

50,610

 

Intangible assets, net

 

9,501

 

 

 

10,291

 

Operating lease right-of-use assets

 

20,896

 

 

 

7,142

 

Other non-current assets

 

795

 

 

 

1,045

 

Goodwill

 

20,721

 

 

 

18,723

 

Total assets

$

545,186

 

 

$

489,080

 

Liabilities and stockholders' equity:

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

13,614

 

 

$

17,254

 

Accrued compensation and employee related benefits

 

9,936

 

 

 

22,309

 

Accrued and other current liabilities

 

3,664

 

 

 

2,684

 

Current portion of operating lease liabilities

 

776

 

 

 

3,589

 

Current portion of long-term debt

 

96,745

 

 

 

283,493

 

Current portion of deferred revenue

 

1,791

 

 

 

1,848

 

Total current liabilities

 

126,526

 

 

 

331,177

 

Long-term debt

 

184,141

 

 

 

—

 

Operating lease liabilities, net of current portion

 

22,536

 

 

 

5,719

 

Deferred tax liabilities, net

 

2,062

 

 

 

2,200

 

Deferred revenue, net of current portion

 

690

 

 

 

120

 

Total liabilities

 

335,955

 

 

 

339,216

 

Commitments and contingencies (Note 12)

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

Preferred stock, $0.001 par value — 5,000 shares authorized, no shares issued and outstanding at December 31, 2025 and 2024

 

—

 

 

 

—

 

Common stock, $0.001 par value — 495,000 shares authorized, 30,222 and 28,504 shares issued and outstanding at December 31, 2025 and 2024, respectively

 

30

 

 

 

29

 

Additional paid-in capital

 

606,852

 

 

 

541,090

 

Accumulated other comprehensive income (loss)

 

2,509

 

 

 

(1,942

)

Accumulated deficit

 

(400,160

)

 

 

(389,313

)

Total stockholders' equity

 

209,231

 

 

 

149,864

 

Total liabilities and stockholders' equity

$

545,186

 

 

$

489,080

 

The accompanying notes are an integral part of these consolidated financial statements.

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Impinj, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Revenue

$

361,075

 

 

$

366,087

 

 

$

307,539

 

Cost of revenue

 

171,398

 

 

 

177,232

 

 

 

155,557

 

Gross profit

 

189,677

 

 

 

188,855

 

 

 

151,982

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

102,615

 

 

 

98,829

 

 

 

88,562

 

Sales and marketing

 

36,530

 

 

 

40,579

 

 

 

41,123

 

General and administrative

 

49,192

 

 

 

51,802

 

 

 

60,828

 

Amortization of intangibles

 

2,077

 

 

 

2,902

 

 

 

4,953

 

Restructuring costs

 

—

 

 

 

1,812

 

 

 

—

 

Total operating expenses

 

190,414

 

 

 

195,924

 

 

 

195,466

 

Loss from operations

 

(737

)

 

 

(7,069

)

 

 

(43,484

)

Other income, net

 

9,214

 

 

 

7,937

 

 

 

4,644

 

Income from settlement of litigation

 

—

 

 

 

45,000

 

 

 

—

 

Induced conversion expense

 

(15,026

)

 

 

—

 

 

 

—

 

Interest expense

 

(4,367

)

 

 

(4,873

)

 

 

(4,848

)

Income (loss) before income taxes

 

(10,916

)

 

 

40,995

 

 

 

(43,688

)

Income tax benefit (expense)

 

69

 

 

 

(157

)

 

 

322

 

Net income (loss)

$

(10,847

)

 

$

40,838

 

 

$

(43,366

)

 

 

 

 

 

 

 

 

 

Net income (loss) per share — basic

$

(0.37

)

 

$

1.46

 

 

$

(1.62

)

Net income (loss) per share — diluted

$

(0.37

)

 

$

1.39

 

 

$

(1.62

)

Weighted-average shares outstanding — basic

 

29,283

 

 

 

27,953

 

 

 

26,752

 

Weighted-average shares outstanding — diluted

 

29,283

 

 

 

29,471

 

 

 

26,752

 

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

Impinj, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

Net income (loss)

$

(10,847

)

 

$

40,838

 

 

$

(43,366

)

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on investments

 

895

 

 

 

(515

)

 

 

1,198

 

 

Foreign currency translation adjustment

 

3,556

 

 

 

(1,782

)

 

 

406

 

 

Total other comprehensive income (loss)

 

4,451

 

 

 

(2,297

)

 

 

1,604

 

 

Comprehensive income (loss)

$

(6,396

)

 

$

38,541

 

 

$

(41,762

)

 

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

Impinj, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Comprehensive

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Income (loss)

 

 

Equity

 

Balance at December 31, 2022

 

 

26,098

 

 

$

26

 

 

$

403,599

 

 

$

(386,785

)

 

$

(1,249

)

 

$

15,591

 

Issuance of common stock

 

 

1,041

 

 

 

1

 

 

 

8,736

 

 

 

—

 

 

 

—

 

 

 

8,737

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

47,986

 

 

 

—

 

 

 

—

 

 

 

47,986

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(43,366

)

 

 

—

 

 

 

(43,366

)

Equity issuance for Voyantic acquisition (Note 6)

 

 

27

 

 

 

—

 

 

 

3,579

 

 

 

—

 

 

 

—

 

 

 

3,579

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,604

 

 

 

1,604

 

Balance at December 31, 2023

 

 

27,166

 

 

$

27

 

 

$

463,900

 

 

$

(430,151

)

 

$

355

 

 

$

34,131

 

Issuance of common stock

 

 

1,338

 

 

 

2

 

 

 

20,278

 

 

 

—

 

 

 

—

 

 

 

20,280

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

56,546

 

 

 

—

 

 

 

—

 

 

 

56,546

 

Restructuring equity modification expense

 

 

—

 

 

 

—

 

 

 

366

 

 

 

—

 

 

 

—

 

 

 

366

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

40,838

 

 

 

—

 

 

 

40,838

 

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(2,297

)

 

 

(2,297

)

Balance at December 31, 2024

 

 

28,504

 

 

$

29

 

 

$

541,090

 

 

$

(389,313

)

 

$

(1,942

)

 

$

149,864

 

Issuance of common stock

 

 

907

 

 

 

—

 

 

 

11,795

 

 

 

—

 

 

 

—

 

 

 

11,795

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

55,263

 

 

 

—

 

 

 

—

 

 

 

55,263

 

RSU tax withholding

 

 

—

 

 

 

 

 

 

(3,171

)

 

 

 

 

 

 

 

 

(3,171

)

Induced conversion on 2021 Notes (Note 8)

 

 

811

 

 

 

1

 

 

 

13,085

 

 

 

 

 

 

 

 

 

13,086

 

Premiums paid for capped calls (Note 8)

 

 

—

 

 

 

—

 

 

 

(11,210

)

 

 

—

 

 

 

—

 

 

 

(11,210

)

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(10,847

)

 

 

—

 

 

 

(10,847

)

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,451

 

 

 

4,451

 

Balance at December 31, 2025

 

 

30,222

 

 

$

30

 

 

$

606,852

 

 

$

(400,160

)

 

$

2,509

 

 

$

209,231

 

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

Impinj, Inc.

Consolidated Statements of Cash Flows

(in thousands)

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(10,847

)

 

$

40,838

 

 

$

(43,366

)

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

15,040

 

 

 

13,588

 

 

 

13,623

 

 

Stock-based compensation

 

55,263

 

 

 

56,546

 

 

 

47,986

 

 

Restructuring equity modification expense

 

—

 

 

 

366

 

 

 

—

 

 

Accretion of discount or amortization of premium on investments

 

(2,339

)

 

 

(1,122

)

 

 

(1,637

)

 

Amortization of debt issuance costs

 

1,797

 

 

 

1,638

 

 

 

1,611

 

 

Induced conversion expense related to convertible notes

 

15,026

 

 

 

—

 

 

 

—

 

 

Deferred tax expense

 

(396

)

 

 

(567

)

 

 

(931

)

 

Revaluation of acquisition-related contingent consideration liability

 

—

 

 

 

986

 

 

 

1,570

 

 

Changes in operating assets and liabilities, net of amounts acquired:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(13,726

)

 

 

(1,999

)

 

 

(3,713

)

 

Inventory

 

14,488

 

 

 

(2,220

)

 

 

(49,577

)

 

Prepaid expenses and other assets

 

(727

)

 

 

227

 

 

 

1,625

 

 

Accounts payable

 

(3,376

)

 

 

9,270

 

 

 

(12,303

)

 

Accrued compensation and employee related benefits

 

(12,512

)

 

 

13,855

 

 

 

(1,119

)

 

Accrued and other liabilities

 

984

 

 

 

244

 

 

 

(591

)

 

Acquisition-related contingent consideration liability

 

—

 

 

 

(2,556

)

 

 

—

 

 

Operating lease right-of-use assets

 

2,510

 

 

 

2,560

 

 

 

2,607

 

 

Operating lease liabilities

 

(2,812

)

 

 

(3,392

)

 

 

(3,308

)

 

Deferred revenue

 

373

 

 

 

48

 

 

 

(1,859

)

 

Net cash provided by (used in) operating activities

 

58,746

 

 

 

128,310

 

 

 

(49,382

)

 

Investing activities:

 

 

 

 

 

 

 

 

 

Purchases of investments

 

(202,771

)

 

 

(202,063

)

 

 

—

 

 

Proceeds from sales of investments

 

12,937

 

 

 

—

 

 

 

13,372

 

 

Proceeds from maturities of investments

 

154,680

 

 

 

26,605

 

 

 

144,401

 

 

Proceeds from sale of property and equipment

 

—

 

 

 

—

 

 

 

234

 

 

Purchases of intangible assets

 

—

 

 

 

—

 

 

 

(250

)

 

Purchases of property and equipment

 

(12,861

)

 

 

(17,112

)

 

 

(18,592

)

 

Business acquisitions, net of cash acquired

 

—

 

 

 

—

 

 

 

(23,357

)

 

Net cash provided by (used in) investing activities

 

(48,015

)

 

 

(192,570

)

 

 

115,808

 

 

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

 

(190,000

)

 

 

—

 

 

 

—

 

 

Proceeds from exercise of stock options and employee stock purchase plan

 

11,795

 

 

 

20,281

 

 

 

8,736

 

 

Payments of taxes on restricted stock units

 

(3,171

)

 

 

—

 

 

 

—

 

 

Payment of acquisition-related contingent consideration

 

—

 

 

 

(4,602

)

 

 

—

 

 

Net cash provided by (used in) financing activities

 

(8,928

)

 

 

15,679

 

 

 

8,736

 

 

Effect of exchange rate changes on cash and cash equivalents

 

350

 

 

 

(159

)

 

 

34

 

 

Net increase (decrease) in cash and cash equivalents

 

2,153

 

 

 

(48,740

)

 

 

75,196

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Beginning of period

 

46,053

 

 

 

94,793

 

 

 

19,597

 

 

End of period

$

48,206

 

 

$

46,053

 

 

$

94,793

 

 

 

 

 

 

 

 

 

 

 

 

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Supplemental disclosure of cashflow information:

 

 

 

 

 

 

 

 

 

Cash paid for interest

$

2,837

 

 

$

3,234

 

 

$

3,234

 

 

Purchases of property and equipment not yet paid

 

450

 

 

 

763

 

 

 

1,417

 

 

Lease liabilities arising from obtaining ROU Assets

 

16,762

 

 

 

—

 

 

 

1,138

 

 

26,396 shares of common stock issued for Voyantic Oy acquisition

 

—

 

 

 

—

 

 

 

3,579

 

 

Acquisition-related contingent consideration liability

 

—

 

 

 

—

 

 

 

6,172

 

 

The accompanying notes are an integral part of these consolidated financial statements.

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IMPINJ, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. Description of Business

Impinj, Inc., a Delaware corporation, is headquartered in Seattle, Washington. The Impinj platform wirelessly connects items and delivers data about the connected items to business and consumer applications. Impinj generates revenue from enterprise solutions that use our platform’s constituent elements — endpoint ICs, reader ICs, readers, gateways and tag production systems — as well as from development, service and license agreements.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include Impinj, Inc. and its wholly owned subsidiaries. We have eliminated intercompany balances and transactions in consolidation. We have prepared these consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP.

All numbers in the consolidated financial statements are rounded to the nearest thousand, except for per share data, and numbers in the notes to the consolidated financial statements are rounded to the nearest million.
 

Use of Estimates

Preparing financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the financial statements, as well as the reported revenue and expenses during the periods presented. We evaluate our estimates on an ongoing basis, including those related to revenue recognition, sales incentives, the fair value of assets acquired, liabilities assumed, contingent consideration in business combinations, inventory excess and obsolescence and income taxes. To the extent there are material differences between our estimates, judgments or assumptions and actual results, our financial statements will be affected.

Concentrations of Credit Risk

Financial instruments, which potentially subject us to credit-risk concentration, comprise primarily cash equivalents, investments and accounts receivable. We place our cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, to limit our investment exposure. We extend credit to customers based on our evaluation of the customer’s financial condition and generally do not require collateral. The following tables present total revenue and accounts receivable concentration for the indicated periods as of the dates presented:

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Revenue:

 

 

 

 

 

 

Customer A

 

 

34

%

 

 

28

%

 

 

33

%

Customer B

 

 

15

 

 

 

15

 

 

*

 

Customer C

 

 

12

 

 

 

17

 

 

 

11

 

 

 

61

%

 

 

60

%

 

 

44

%

 

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* Customer accounted for less than 10% of total revenue in the period.

 

 

As of December 31,

 

 

2025

 

 

2024

 

Accounts Receivable:

 

 

 

 

Customer A

 

 

13

%

 

 

22

%

Customer B

 

 

39

 

 

 

22

 

Customer C

 

 

12

 

 

 

17

 

 

 

64

%

 

 

61

%

Concentration of Supplier Risk

We outsource the manufacturing and production of our hardware products to a small number of suppliers. We believe other suppliers could provide similar products on comparable terms if needed. However, a supplier change could delay manufacturing and cause a sales loss, which would adversely affect our operating results.

Cash and Cash Equivalents

Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present minimal risk of changes in value with changes in interest rates. Our cash equivalents are solely investments with an original or remaining maturity of three months or less at the date of purchase. We regularly maintain cash amounts exceeding federally insured limits at financial institutions.

Investments

Our investments comprise fixed income securities, including U.S. government securities, corporate notes and bonds, and commercial paper. The contractual maturities of some of our available-for-sale, or AFS, debt securities exceed a year and are classified as long-term investments on our balance sheet. We carry AFS debt securities at fair value with unrealized gains and losses reported as a component of other comprehensive income (loss). Our investments are subject to a periodic impairment review. We recognize an impairment charge when a decline in fair value of an investment below the cost basis is determined to be other-than-temporary. Factors we consider in determining whether a loss is temporary include the extent and length of time the investment's fair value has been lower than its cost basis, the financial condition and near-term prospects of the investee, our intent to sell the security and whether or not we will be required to sell the security prior to the expected recovery of the investment's amortized cost basis. No such impairment changes were recorded during the years ended December 31, 2025, 2024 and 2023. See Note 3 tables for the cost or amortized cost, gross unrealized gains, gross unrealized losses and total estimated fair value of our financial assets as of December 31, 2025 and 2024.

Fair Value Measurement

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

•
Level 1 — Quoted prices in active markets for identical assets or liabilities.
•
Level 2 — Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.
•
Level 3 — Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which are internally developed, and considers risk premiums that a market participant would require.

We do not have any financial assets or liabilities in Level 3 as of December 31, 2025 or 2024.

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We applied the following methods and assumptions in estimating our fair value measurements:

Cash Equivalents — Cash equivalents comprise highly liquid investments, including money market funds with original maturities of less than three months at the acquisition date. We record the fair value measurement of these assets based on quoted market prices in active markets.

Investments — Our investments comprise fixed income securities, which include U.S. government agency securities, corporate notes and bonds, commercial paper and treasury bills. The fair value measurement of these assets is based on observable market-based inputs or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.

Long-term Debt —See Note 8 for the carrying amount and estimated fair value of the Notes.

Contingent Consideration — The contingent consideration liability is related to our acquisition of Voyantic Oy (see Note 6: Goodwill and Intangible Assets). We paid the contingent consideration amount of $7.2 million in second-quarter 2024.

Accounts Receivable and Allowances

Accounts receivable comprises amounts billed and currently due from customers, net of allowances for doubtful accounts, sales returns and price exceptions.

The allowance for doubtful accounts is our best estimate of the amount of probable lifetime-expected credit losses in existing accounts receivable and is determined based on our historical collections experience, age of the receivable, knowledge of the customer and the condition of the general economy and industry as a whole. We record changes in our estimate of the allowance for doubtful accounts through bad debt expense and write off the receivable and corresponding allowance when accounts are ultimately determined to be uncollectible. We include bad debt expense in general and administrative expenses. For the periods presented in this report, bad debt expense and the allowance for doubtful accounts were not material.

We derive most of our accounts receivable from sales to original equipment manufacturers, or OEMs, original design manufacturers, ODMs, solution providers and distributors who are large, well-established companies. We do not have customers that represent a significant credit risk based on current economic conditions and past collection experience. Also, we have not had material past-due balances on our accounts receivable as of December 31, 2025 or 2024.

The allowance for sales returns and price exceptions is our best estimate based on our historical experience and currently available evidence. We record changes in our estimate of the allowance for sales returns and price exceptions through revenue, and relieve the allowance when we receive product returns or process claims for price exceptions. The following table summarizes our allowance for sales returns (in thousands):

 

 

Balance at Beginning of Year

 

 

Additional Reserve

 

 

Applied Sales Return

 

 

Balance at End of Year

 

Allowance for sales returns and price exceptions:

 

 

 

 

 

 

 

 

During year ended December 31, 2025

 

$

770

 

 

$

837

 

 

$

(1,295

)

 

$

312

 

During year ended December 31, 2024

 

 

677

 

 

 

2,248

 

 

 

(2,155

)

 

 

770

 

During year ended December 31, 2023

 

 

605

 

 

 

2,912

 

 

 

(2,840

)

 

 

677

 

 

Inventory

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We state inventories at the lower of cost or estimated net realizable value using the first-in, first-out method. Inventories comprise raw materials, work-in-process and finished goods. We continuously assess our inventory value and write down its value for estimated excess and obsolete inventory. This evaluation includes an analysis of inventory on hand, current and forecasted demand, product development plans and market conditions. If future demand or market conditions are less favorable than our projections, or our product development plans change from current expectations, then a write-down of excess or obsolete inventory may be required and is reflected in cost of goods sold in the period the updated information is known.

Excess and obsolescence charges had an immaterial impact on our 2025, 2024 and 2023 gross margin.

Property and Equipment

We record property and equipment at cost and depreciate it using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows:

Category

 

Useful Life

 

 

Machinery and equipment

 

1 to 10 years

 

 

Computer equipment and software

 

3 to 5 years

 

 

Furniture and fixtures

 

3 to 7 years

 

 

Equipment acquired under finance leases

 

3 to 7 years

 

 

Leasehold improvements

 

Shorter of remaining lease term or expected useful life

We charge maintenance and repair costs to expense when incurred. We capitalize major improvements, which extend the useful life of the related asset. Upon disposal of a fixed asset, we record a gain or loss based on the differences between the proceeds received and the net book value of the disposed asset.

Other Assets

Other assets comprise primarily capitalized implementation costs from cloud computing arrangements and security deposits. We capitalize eligible costs associated with cloud computing arrangements over the term of the arrangement, plus reasonably certain renewals, and recognize those costs on a straight-line basis in the same line item in the consolidated statement of operations as the expense for fees associated with the cloud computing arrangement. Cloud computing arrangement costs, included in prepaid expenses and other current assets, were $0.4 million and $0.4 million, and other non-current assets were $0.7 million and $1.0 million, as of December 31, 2025 and 2024, respectively. Amortization expense associated with the cloud computing arrangements was $0.4 million for 2025, $0.4 million for 2024, and $0.5 million for 2023. We present cash flows related to capitalized implementation costs in cash flows used in operating activities.

Business Combinations and Intangible Assets Including Goodwill

We account for business combinations using the acquisition method which involves allocating the purchase price paid to assets acquired and liabilities assumed at their acquisition-date fair values. The excess of the fair value of purchase consideration over the fair value of the identifiable assets and liabilities is recorded as goodwill. While we use our best estimates and assumptions to accurately estimate the fair value of assets acquired, liabilities assumed and the contingent consideration liability, our estimates are inherently uncertain. These estimates include, but are not limited to, estimates of future revenue, revenue growth rates, discount rates, underlying product or technology life cycles and expenses necessary to support the acquired technology, and estimated sales cycle for customer relationships. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

We review assumptions related to the fair value of the contingent consideration each reporting period until the contingency is satisfied. We recognize the change in fair value of the contingent

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consideration liability in “General and administrative” expense on the consolidated statements of operations for the period in which the fair value changes.

We assess the impairment of goodwill on an annual basis, during the fourth quarter, or otherwise when events or changes in circumstances indicate that goodwill may be impaired.

We amortize identifiable intangible assets with finite lives over their useful lives on a straight-line basis.

We expense acquisition-related costs, including advisory, legal, accounting, valuation and other similar costs in the periods in which the costs are incurred.

Revenue Recognition

We generate revenue primarily from sales of hardware products. We also generate revenue from software, extended warranties, enhanced maintenance, support services and nonrecurring engineering, or NRE, development services, none of which are material.

We recognize revenue when we transfer control of the promised goods or services to our customers, which for hardware sales is generally at the time of product shipment as determined by agreed-upon shipping terms. We measure revenue based on the amount of consideration we expect to be entitled-to in exchange for those goods or services. We expect the period between when we transfer control of promised goods or services and when we receive payment to be one year or less, and that expectation is consistent with our historical experience. As such, we do not adjust our revenue for the effects of a significant financing component. We recognize any variable consideration, which comprises primarily sales incentives, as revenue reduction at the time of revenue recognition. We estimate sales incentives based on our historical experience and current expectations at the time of revenue recognition and update them at the end of each reporting period as additional information becomes available.

Our reader and gateway products are highly dependent on embedded software and cannot function without this embedded software. We account for the hardware and embedded software as a single performance obligation and recognize revenue when control is transferred.

Our customer contracts with multiple performance obligations generally include a combination of hardware products, extended warranty, enhanced maintenance and support services. For these contracts, we account for individual performance obligations separately if they are distinct. We allocate the transaction price to the separate performance obligations on a relative standalone selling-price basis. In instances where the standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price using one, or a combination of, the adjusted market assessment or expected cost-plus margin. We defer amounts allocated to extended warranty and enhanced maintenance sold with our reader and gateway products and recognize them on a straight-line basis over the term of the arrangement, which is typically from one to three years. We defer amounts allocated to support services sold with our reader and gateway products and recognize them when we transfer control of the promised services to our customers.

Revenue generated from licensing our intellectual property is governed by licensing agreements. We recognize revenue from licensing the right to use functional intellectual property at the point in time the control of the license transfers to the customer, which is generally upon delivery, or as usage occurs.

If a customer pays consideration before we transfer a good or service under the contract, then we classify those amounts as contract liabilities or deferred revenue. We recognize contract liabilities as revenue when we transfer control of the promised goods or services to our customers.

Payment terms typically range from 30 to 120 days. We present revenue net of sales tax in our consolidated statements of operations. We include shipping charges billed to customers in revenue and the related shipping costs in cost of revenue.

Practical Expedients and Exemptions: We expense sales commissions when incurred because we expect the amortization period to be one year or less. We record these costs within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (1) contracts with an

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original expected length of one year or less and (2) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Product Warranties

We provide limited warranty coverage for most products, generally ranging from a period of 90 days to one year from the date of shipment. We record a liability for the estimated cost of these warranties based on historical claims, product failure rates and other factors when we recognize the related revenue. We review these estimates periodically and adjust our warranty reserves when actual experience differs from historical estimates or when other information becomes available. The warranty liability primarily includes the anticipated cost of materials, labor and shipping necessary to repair or replace the product. Accrued warranty costs in 2025, 2024 and 2023 were not material.

Leases

We determine, at inception, whether an arrangement is or contains a lease. Right-of-use, or ROU, assets represent our right to use an identified asset for the lease term. Lease liabilities represent our obligation to make lease payments arising from the lease. We recognize operating lease ROU assets and liabilities at commencement date based on the present value of future lease payments over the lease term, reduced by landlord incentives. We use an incremental borrowing rate in determining the present value of future lease payments because our operating leases do not provide an implicit rate. Our incremental borrowing rate is based on a credit-adjusted risk-free rate, which best approximates a secured rate over a similar term of lease. We recognize lease expense for lease payments on a straight-line basis over the lease term. Our lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. We expense variable lease costs on the consolidated statements of operations as incurred. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants.

We have various noncancellable operating lease agreements for office, warehouse and research and development space in the United States, Taiwan and Finland, with expiration dates from 2026 to 2038. Certain of these arrangements have free or escalating rent payment provisions and optional renewal and termination clauses that we factor into the classification and measurement of the lease when appropriate. These lease agreements typically include lease and non-lease components and are generally accounted for as a single lease component. We consider variable CAM expenses for real estate leases as non-lease components.

We do not record leases with an initial term of 12 months or less on our consolidated balance sheet; we instead recognize lease expense for these leases on a straight-line basis over the lease term.

Research and Development Costs

Research and development expense comprises primarily personnel expenses (salaries, benefits and other employee related costs) and stock-based compensation expense for our product-development personnel; external consulting and service costs; prototype materials; other new-product development costs; and an allocated portion of infrastructure costs which include occupancy, depreciation and software costs.

Foreign Currency

We translate the assets and liabilities of our non-U.S. dollar functional currency subsidiary into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for this subsidiary are translated using rates that approximate those in effect during the period. We recognize gains and losses from these translations as a component of accumulated other comprehensive income (loss) in stockholders' equity. Our subsidiaries that use the U.S. dollar as their functional currency remeasure monetary assets and liabilities at exchange rates in effect at the end of each period, and non-monetary assets and liabilities at historical rates. We have included the gains or losses from foreign currency remeasurement in earnings.

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Income Taxes

We use the asset and liability approach for accounting, which requires recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to be in effect when the assets and liabilities are recovered or settled. We recognize the effects of a change in tax rates on deferred tax assets and liabilities in the year of the enactment date. We determine deferred tax assets, including historical net operating losses and deferred tax liabilities, based on temporary differences between the book and tax bases of the assets and liabilities. We believe that it is currently more likely than not that our deferred tax assets will not be realized and, as such, we have recorded a full valuation allowance for these assets. We evaluate the likelihood of our ability to realize deferred tax assets in future periods on a quarterly basis, and if evidence indicates we will be able to realize some or all of our deferred tax assets then we will revise our valuation allowance accordingly.

We use a two-step approach for evaluating uncertain tax positions. First, we evaluate recognition, which requires us to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes. If we consider a tax position more likely than not to be unsustained, then no benefits of the position are recognized. Second, we measure the uncertain tax position based on the largest amount of benefit which is more likely than not to be realized on effective settlement. This process involves estimating our actual current tax exposure, including assessing the risks associated with tax audits, together with assessing temporary differences resulting from the different treatment of items for tax and financial reporting purposes. If actual results differ from our estimates, then our net operating loss and credit carryforwards could be materially impacted.

Realizing the benefits of the NOLs and credit carryforwards depends on having sufficient taxable income in future years. We have established a valuation allowance against the carrying value of our deferred tax assets, as it is currently more likely than not we will be unable to realize these deferred tax assets. In addition, using NOLs and credits to offset future income subject to taxes may be subject to substantial annual limitations due to the “change in ownership” provisions of the Code and similar state provisions. Events that cause limitations in the amount of NOLs that we may use in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined by Code Sections 382 and 383, over a three-year period. Using our NOLs and tax credit carryforwards could be significantly reduced if a cumulative ownership change of more than 50% has occurred in our past or occurs in our future.

Stock-Based Compensation

We have various equity award plans or Plans for granting share-based awards to employees, consultants and non-employee Company directors. The Plans provide for granting several available forms of stock compensation such as restricted stock units, or RSUs, RSUs with performance conditions, or PSUs, and RSUs with market and service conditions, or MSUs and an employee stock purchase plan, or ESPP.

We measure stock-based compensation costs for all share-based awards at fair value on the measurement date, which is typically the grant date. We determine the fair value of RSUs and PSUs based on the closing price of our common stock at grant date. Additionally, for awards with a market condition, we use a Monte Carlo simulation model to estimate grant date fair value, which takes into consideration the range of possible stock price of total stockholder return outcomes.

Net Earnings (Loss) per Share

We compute net earnings (loss) per share by dividing net income (loss) by the weighted-average number of shares of common stock outstanding. We have outstanding stock options, RSUs, PSUs, MSUs and an ESPP, each of which we include in our calculation of diluted net loss per share if their effect would be dilutive. We compute diluted net loss per share by considering all potential dilutive common stock equivalents outstanding for the period.

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Recently Adopted Accounting Standards

In November 2023, the FASB released ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends reportable segment requirements, primarily through enhanced disclosures about significant segment expenses, including for public entities that have a single reportable segment. The standard is effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. We adopted ASU 2023-07 on January 1, 2024 and have made the necessary reportable segment disclosures (See Note 14—Segment Disclosures).

In December 2023, the FASB released ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends income tax disclosure requirements to enhance the transparency and decision usefulness for users of the financial statements. The standard is effective for fiscal years beginning after December 31, 2024. We adopted ASU 2023-09 on January 1, 2025 using the retrospective transition method. The financial statements have been adjusted to reflect the application of the new accounting guidance for all periods presented (See Note 7—Income Taxes).

In November 2024, the FASB released Accounting Standard Update (“ASU”) 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20), which improves the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt - Debt with Conversion and Other Options. The standard is effective for fiscal years beginning after December 31, 2025, and early adoption is permitted. We early adopted ASU 2024-04 on January 1, 2025, using the prospective transition approach. As a result of our adoption, we accounted for the exchange of the 2021 Notes in September 2025 described below, as an induced conversion. See Note 8—Long term debt for additional details of this exchange transaction.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB released ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which amends disclosure requirements related to the disaggregation of income statement expenses in the notes to financial statements. The standard is effective for fiscal years beginning after December 31, 2026. We are currently evaluating any impact of this standard on our financial statement disclosures.

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Note 3. Fair Value Measurements

The following table presents the balances of assets measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands):

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Level 1

 

 

Level 2

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Total

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

21,209

 

 

$

—

 

 

$

21,209

 

 

$

1,097

 

 

$

—

 

 

$

1,097

 

Total cash equivalents

 

 

21,209

 

 

 

—

 

 

 

21,209

 

 

 

1,097

 

 

 

—

 

 

 

1,097

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency securities

 

 

—

 

 

 

7,480

 

 

 

7,480

 

 

 

—

 

 

 

3,929

 

 

 

3,929

 

U.S. Treasury securities

 

 

—

 

 

 

25,390

 

 

 

25,390

 

 

 

—

 

 

 

63,634

 

 

 

63,634

 

Corporate notes and bonds

 

 

—

 

 

 

67,962

 

 

 

67,962

 

 

 

—

 

 

 

32,305

 

 

 

32,305

 

Commercial paper

 

 

—

 

 

 

26,298

 

 

 

26,298

 

 

 

—

 

 

 

18,793

 

 

 

18,793

 

Total short-term investments

 

 

—

 

 

 

127,130

 

 

 

127,130

 

 

 

—

 

 

 

118,661

 

 

 

118,661

 

Long-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency securities

 

 

—

 

 

 

6,851

 

 

 

6,851

 

 

 

—

 

 

 

5,989

 

 

 

5,989

 

U.S. Treasury securities

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,492

 

 

 

2,492

 

Corporate notes and bonds

 

 

—

 

 

 

96,915

 

 

 

96,915

 

 

 

—

 

 

 

66,390

 

 

 

66,390

 

Total long-term investments

 

 

—

 

 

 

103,766

 

 

 

103,766

 

 

 

—

 

 

 

74,871

 

 

 

74,871

 

Total

 

$

21,209

 

 

$

230,896

 

 

$

252,105

 

 

$

1,097

 

 

$

193,532

 

 

$

194,629

 

The following table presents additional information about liabilities measured at fair value for which the Company utilizes Level 3 inputs to determine fair value during fiscal year 2024. We do not have any financial assets or liabilities in Level 3 as of December 31, 2025 or 2024.

 

 

 

 

 

 

December 31, 2024

 

Balance as of January 1

 

$

6,180

 

Addition of contingent consideration liability due to acquisition

 

 

986

 

Change in fair value of contingent consideration liability due to remeasurement

 

 

—

 

Contingent consideration payment made

 

 

(7,166

)

Balance as of December 31

 

$

—

 

We recorded the contingent consideration related to the Voyantic Oy acquisition at its fair value using unobservable inputs and used the Monte Carlo simulation option pricing framework, incorporating contractual terms and assumptions regarding financial forecasts, discount rates and volatility of forecasted revenue and gross margins. A decrease in estimated revenue and gross margins or an increase in the discount rate would decrease the fair value of the contingent consideration liability. The estimated revenue and gross margins are not interrelated inputs. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations is management's responsibility with the assistance of a third-party valuation specialist. During the year ended December 31, 2024 we remeasured the fair value of the contingent consideration liability based on updated inputs related to actual performance results and recorded an additional expense of $1.0 million, in general and administrative expense on the consolidated statement of operations. During second-quarter 2024, we paid the contingent consideration and as of December 31, 2025 and 2024, the contingent consideration is $0.

We expect short-term investments to mature within 1 year of the reporting date. We expect long-term investments to mature between 1 and 2 years from the reporting date. See Note 8 for the carrying amount and estimated fair value of our convertible senior notes due 2027 and 2029.

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The following tables present the cost or amortized cost, gross unrealized gains, gross unrealized losses and total estimated fair value of our financial assets as of the dates presented (in thousands):

 

December 31, 2025

 

 

Cost or

 

 

Gross

 

 

Gross

 

 

Total Estimated

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

Description:

 

 

 

 

 

 

 

 

 

 

 

Money market funds

$

21,209

 

 

$

—

 

 

$

—

 

 

$

21,209

 

U.S. Government agency securities

 

14,339

 

 

 

2

 

 

 

(10

)

 

 

14,331

 

U.S. Treasury securities

 

25,378

 

 

 

17

 

 

 

(5

)

 

 

25,390

 

Corporate notes and bonds

 

164,563

 

 

 

383

 

 

 

(69

)

 

 

164,877

 

Commercial paper

 

26,285

 

 

 

14

 

 

 

(1

)

 

 

26,298

 

Total

$

251,774

 

 

$

416

 

 

$

(85

)

 

$

252,105

 

 

 

December 31, 2024

 

 

Cost or

 

 

Gross

 

 

Gross

 

 

Total Estimated

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

Description:

 

 

 

 

 

 

 

 

 

 

 

Money market funds

$

1,097

 

 

$

—

 

 

$

—

 

 

$

1,097

 

U.S. Government agency securities

 

9,933

 

 

 

1

 

 

 

(16

)

 

 

9,918

 

U.S. Treasury securities

 

66,146

 

 

 

17

 

 

 

(37

)

 

 

66,126

 

Corporate notes and bonds

 

99,215

 

 

 

—

 

 

 

(520

)

 

 

98,695

 

Commercial paper

 

18,805

 

 

 

—

 

 

 

(12

)

 

 

18,793

 

Total

$

195,196

 

 

$

18

 

 

$

(585

)

 

$

194,629

 

Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $74.9 million and unrealized losses of $0.1 million as of December 31, 2025. Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $142.8 million and unrealized losses of $0.6 million as of December 31, 2024. Marketable securities in a continuous loss position for greater than 12 months had an estimated fair value of $8.5 million and immaterial unrealized losses as of December 31, 2025. We did not have any marketable securities in a continuous loss position for greater than 12 months as of December 31, 2024.

Unrealized losses from our fixed-income securities are primarily attributable to changes in interest rates and not to lower credit ratings of the issuers. In determining whether an unrealized loss is other-than-temporary, for the periods presented, we determined we do not have plans to sell the securities nor is it more likely than not that we would be required to sell the securities before their anticipated recovery.

Note 4. Inventory

The following table presents the detail of inventories as of the dates presented (in thousands):

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Raw materials

 

$

19,721

 

 

$

14,040

 

Work-in-process

 

 

24,648

 

 

 

52,028

 

Finished goods

 

 

40,592

 

 

 

33,278

 

Total inventory

 

$

84,961

 

 

$

99,346

 

 

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Note 5. Property and Equipment

 

The following table presents property and equipment details as of the dates presented (in thousands):

 

 

 

 

 

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Machinery and equipment

 

$

82,701

 

 

$

72,439

 

Computer equipment and software

 

 

3,730

 

 

 

3,335

 

Furniture and fixtures

 

 

1,329

 

 

 

1,369

 

Equipment acquired under finance leases

 

 

1,727

 

 

 

1,727

 

Leasehold improvements

 

 

14,410

 

 

 

13,690

 

Total property and equipment, gross

 

 

103,897

 

 

 

92,560

 

Less: Accumulated depreciation

 

 

(53,607

)

 

 

(41,950

)

Total property and equipment, net

 

$

50,290

 

 

$

50,610

 

 

Depreciation expense, which includes amortization of finance lease assets, was $13.0 million, $10.7 million and $8.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. We did not acquire any property and equipment under finance leases for the years ended December 31, 2025 or 2024.

 

Note 6. Goodwill and Intangible Assets

 

On April 3, 2023, we acquired all of the outstanding equity of Voyantic Oy for an aggregate purchase price of $32.7 million. Our acquisition of Voyantic Oy adds tag design, manufacturing, test, encoding and commissioning, or collectively tag production systems, to our systems offerings, to advance the quality, reliability and readability of partner inlays. The consideration comprised (i) $3.6 million in shares of our common stock valued using the market price on the date of the acquisition, (ii) $4.6 million in deferred payments contingent upon revenue and gross margin performance over a one-year period from the acquisition date, and (iii) the remainder in cash paid at closing.

We recorded the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. We recorded the excess of the purchase price over the assets acquired and liabilities assumed as goodwill. The fair value of net assets acquired, goodwill, intangible assets and deferred tax liability were $2.4 million, $15.6 million, $18.4 million and $3.7 million, respectively. The goodwill amount represents synergies we expect to realize from the business combination and assembled workforce. We allocated the goodwill to our one reporting unit and reportable segment. The acquired goodwill and intangible assets were not deductible for tax purposes.

The transaction-related costs for the acquisition were $1.0 million for the year ended December 31, 2024. Transaction expenses and contingent consideration expense are included in general and administrative expense in the consolidated statements of operations.

This acquisition did not have a material impact on our reported revenue or net loss amounts for any period presented; therefore, we have not presented historical and pro forma disclosures.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in business combinations accounted for under the purchase method of accounting. The following table presents goodwill as of December 31, 2025 and 2024 (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Balance at beginning of period

 

$

18,723

 

 

$

19,696

 

Foreign currency translation adjustment

 

 

1,998

 

 

 

(973

)

   Total

 

$

20,721

 

 

$

18,723

 

 

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As of December 31, 2025, intangible assets comprised the following (in thousands):

 

 

 

Estimated Useful Life in Years

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net

 

Definite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

   Developed Technology

 

7.25

 

$

13,868

 

 

$

(5,261

)

 

$

8,607

 

   Patent

 

3

 

 

250

 

 

 

(205

)

 

 

45

 

   Tradename

 

8

 

 

1,293

 

 

 

(444

)

 

 

849

 

   Total definite-lived intangible assets (1)

 

 

 

$

15,411

 

 

$

(5,910

)

 

$

9,501

 

(1) Foreign intangible asset carrying amounts are affected by foreign currency translation

 

 

We amortize identifiable intangible assets with finite lives over their useful lives on a straight-line basis. The weighted-average life of our intangible assets is approximately seven years. Amortization expense of intangible assets was $2.1 million and $2.9 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the estimated intangible asset amortization expense for the next five years and thereafter is as follows:

 

Estimated Amortization

 

 

 

(in thousands)

 

2026

 

$

2,120

 

2027

 

 

2,074

 

2028

 

 

2,074

 

2029

 

 

2,074

 

2030

 

 

1,118

 

Thereafter

 

 

41

 

Total

 

$

9,501

 

 

 

 

Note 7. Income Taxes

We are subject to federal and state income taxes in the United States and foreign jurisdictions.

The following table presents U.S. and foreign components of income (loss) before income taxes (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

U.S.

 

$

(9,263

)

 

$

41,729

 

 

$

(40,349

)

Foreign

 

 

(1,653

)

 

 

(734

)

 

 

(3,339

)

Income (loss) before income taxes

 

$

(10,916

)

 

$

40,995

 

 

$

(43,688

)

 

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The following table presents income taxes paid, net of refunds received (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

U.S. - Federal

 

$

—

 

 

$

—

 

 

$

—

 

U.S. - State

 

 

 

 

 

 

 

 

 

Alabama

 

 

2

 

 

 

40

 

 

 

—

 

Texas

 

 

129

 

 

 

164

 

 

 

49

 

Other State

 

 

15

 

 

 

18

 

 

 

22

 

Total U.S. - State

 

 

146

 

 

 

222

 

 

 

71

 

Foreign

 

 

 

 

 

 

 

 

 

Brazil

 

 

318

 

 

 

217

 

 

 

253

 

Finland

 

 

—

 

 

 

208

 

 

 

89

 

United Kingdom

 

 

116

 

 

 

41

 

 

 

50

 

Other Foreign

 

 

53

 

 

 

31

 

 

 

44

 

Total Foreign

 

 

487

 

 

 

497

 

 

 

436

 

Total Income Taxes Paid

 

$

633

 

 

$

719

 

 

$

507

 

 

The following table presents the detail of income tax benefit (expense) for the periods presented (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Current:

 

 

 

 

 

 

U.S. - Federal

 

$

—

 

 

$

—

 

 

$

—

 

U.S. - State

 

 

(32

)

 

 

(212

)

 

 

(163

)

Foreign

 

 

(295

)

 

 

(512

)

 

 

(446

)

Total current taxes

 

 

(327

)

 

 

(724

)

 

 

(609

)

 

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

 

 

U.S. - Federal

 

 

—

 

 

 

—

 

 

 

(53

)

U.S. - State

 

 

(3

)

 

 

3

 

 

 

—

 

Foreign

 

 

399

 

 

 

564

 

 

 

984

 

Total deferred taxes

 

 

396

 

 

 

567

 

 

 

931

 

 

 

 

 

 

 

 

 

 

 

U.S. - Federal

 

 

—

 

 

 

—

 

 

 

(53

)

U.S. - State

 

 

(35

)

 

 

(208

)

 

 

(163

)

Foreign

 

 

104

 

 

 

51

 

 

 

538

 

Total income tax benefit (expense)

 

$

69

 

 

$

(157

)

 

$

322

 

We have not recorded a liability for U.S. income taxes and foreign withholding taxes on the undistributed earnings of foreign subsidiaries as of December 31, 2025 because we intend to permanently reinvest the earnings outside the United States. We expect the amount of the unrecognized deferred tax liability, if incurred, to be immaterial.

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The following table presents a reconciliation of the federal statutory rate and our effective tax rate for the periods presented:

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

At Statutory Rate

 

$

(2,292

)

 

 

21.0

%

 

$

8,609

 

 

 

21.0

%

 

$

(9,174

)

 

 

21.0

%

State Income Taxes, net of Federal Effect

 

 

28

 

 

 

(0.3

)

 

 

165

 

 

 

0.4

 

 

 

129

 

 

 

(0.3

)

Change in Valuation Allowance

 

 

6,761

 

 

 

(61.9

)

 

 

12,159

 

 

 

29.7

 

 

 

18,167

 

 

 

(41.6

)

Nontaxable or Nondeductible Items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Compensation

 

 

(3,785

)

 

 

34.7

 

 

 

(15,480

)

 

 

(37.8

)

 

 

(4,531

)

 

 

10.4

 

Debt Issuance Costs

 

 

(407

)

 

 

3.7

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Other Nondeductible Items

 

 

117

 

 

 

(1.1

)

 

 

252

 

 

 

0.6

 

 

 

752

 

 

 

(1.7

)

Inducement Premium

 

 

3,155

 

 

 

(28.9

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Changes in Tax Laws or Rates

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Tax Credits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R&D Credits

 

 

(5,049

)

 

 

46.3

 

 

 

(8,223

)

 

 

(20.1

)

 

 

(8,137

)

 

 

18.6

 

Other Tax Credits

 

 

6

 

 

 

(0.1

)

 

 

15

 

 

 

—

 

 

 

—

 

 

 

—

 

Cross-Border Tax Laws

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Inclusions

 

 

(108

)

 

 

1.0

 

 

 

501

 

 

 

1.2

 

 

 

239

 

 

 

(0.6

)

Worldwide Changes in UTB

 

 

1,262

 

 

 

(11.6

)

 

 

2,056

 

 

 

5.0

 

 

 

2,034

 

 

 

(4.7

)

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

35

 

 

 

(0.1

)

Foreign Tax Effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nondeductible Item

 

 

218

 

 

 

(2.0

)

 

 

151

 

 

 

0.4

 

 

 

101

 

 

 

(0.2

)

Other Brazil

 

 

44

 

 

 

(0.4

)

 

 

25

 

 

 

0.1

 

 

 

56

 

 

 

(0.1

)

Other Foreign Jurisdictions

 

 

(19

)

 

 

0.2

 

 

 

(73

)

 

 

(0.2

)

 

 

7

 

 

 

(0.02

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(69

)

 

 

0.6

%

 

$

157

 

 

 

0.4

%

 

$

(322

)

 

 

0.7

%

In 2025, state and local income taxes in North Carolina and Kentucky comprise the majority of state and local income taxes, net of federal effect. Texas comprised the majority of our 2023 and 2024 state and local income taxes, net of federal effect.

We continue to maintain a full valuation allowance against our net deferred tax assets in the U.S. but recognize deferred income tax expense (benefit) due to the change in the indefinite deferred tax liability related to goodwill, which is partially offset by indefinite tax attributes.

Deferred federal, state and foreign income taxes reflect the net tax impact of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for tax purposes.

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The following table presents the significant components of our deferred tax assets and liabilities as of the dates presented (in thousands):

 

 

 

 

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Net operating loss carryforwards

 

$

58,720

 

 

$

40,760

 

Credit carryforwards

 

 

32,903

 

 

 

29,123

 

Capitalized research and development

 

 

35,185

 

 

 

46,318

 

Operating lease liabilities

 

 

4,873

 

 

 

1,873

 

Allowances

 

 

1,358

 

 

 

4,323

 

Deferred revenue

 

 

129

 

 

 

15

 

Stock-based compensation

 

 

4,584

 

 

 

5,753

 

Inventory cost capitalization

 

 

1,266

 

 

 

1,655

 

Other

 

 

16

 

 

 

—

 

Deferred tax assets

 

 

139,034

 

 

 

129,820

 

Less: Valuation allowance

 

 

(132,939

)

 

 

(126,102

)

Net deferred tax assets

 

 

6,095

 

 

 

3,718

 

Deferred tax liability:

 

 

 

 

 

 

Goodwill

 

 

(823

)

 

 

(820

)

Depreciation and amortization

 

 

(2,973

)

 

 

(3,683

)

Operating lease ROU assets

 

 

(4,361

)

 

 

(1,415

)

Deferred tax liabilities

 

 

(8,157

)

 

 

(5,918

)

Net deferred tax liability

 

$

(2,062

)

 

$

(2,200

)

 

Realizing deferred tax assets depends on us generating future taxable income, the timing and amount of which are uncertain. We have provided a full valuation allowance against the net deferred tax assets as of December 31, 2025 and 2024 because, based on the weight of available evidence, it is more likely than not we will be unable to realize the deferred tax assets.

As required under ASU 2023-09, the Company has included only the portion of the valuation allowance related to US federal deferred tax assets in the “change in valuation allowance” line of the rate reconciliation.

The following table presents a reconciliation of the total change in the valuation allowance (in thousands):

 

 

 

 

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Beginning Balance

 

$

(126,102

)

 

$

(114,040

)

Change charged to income tax expense

 

 

(6,837

)

 

 

(12,062

)

Ending Balance

 

$

(132,939

)

 

$

(126,102

)

We have accumulated federal tax losses of approximately $275.8 million and $190.3 million, respectively, as of December 31, 2025 and 2024, which are available to reduce future taxable income. The Tax Cuts and Jobs Act, or TCJA, enacted on December 22, 2017 altered the carryforward period for federal net operating losses and as a result, all net operating losses generated in 2018 and forward have an indefinite life. Of the net operating losses reported, we have accumulated $226.6 million with an indefinite life as of December 31, 2025. We have accumulated state tax losses of approximately $17.8 million and $18.8 million as of December 31, 2025 and 2024, respectively. We also have net research and development credit carryforwards of $43.7 million and $38.7 million as of December 31, 2025 and 2024, respectively, which are available to reduce future tax liabilities.

 

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H.R.1, enacted on July 4, 2025, introduced notable changes to the U.S. Internal Revenue Code, including immediate expensing of domestic Section 174 costs. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique. As previously required under the Tax Cuts and Jobs Act, we capitalized research and development expenditures in the years ended December 31, 2022 through December 31, 2024. With the enactment of H.R.1, we began deducting domestic Section 174 costs in 2025. As of December 31, 2025, we have a deferred tax asset of $35.2 million related to capitalized Section 174 expenditures.

The pre-2018 federal and state tax losses and federal research and development credit carryforwards began expiring in 2020. Under Sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income or income tax liability may be limited. We have completed a formal IRC Section 382 study through December 31, 2025 and the attributes disclosed in this footnote reflect the conclusion of that study. However, subsequent ownership changes may affect the limitation in future years.

We are currently not under audit in any tax jurisdiction. Tax years from 2007 through 2025 are currently open for audit by federal and state taxing authorities.

We establish reserves for tax positions based on estimates of whether, and the extent to which, additional taxes will be due. We establish the reserves when we believe that our tax-return positions might be challenged by taxing authorities, despite our belief that our tax return positions are fully supportable.

The following table presents the total balance of unrecognized tax benefits as of the dates presented (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Balance at beginning of period

 

$

9,696

 

 

$

7,640

 

 

$

5,606

 

Gross increase to tax positions in current periods

 

 

1,262

 

 

 

2,056

 

 

 

2,034

 

Balance at end of period

 

$

10,958

 

 

$

9,696

 

 

$

7,640

 

As of December 31, 2025, we recorded a total amount of unrecognized tax benefit of $11.0 million as a reduction to the deferred tax asset. If recognized, this tax benefit would have no impact to our effective tax rate because we have a full valuation allowance. We record accrued interest and penalties related to unrecognized tax benefits as income tax expense and their value is zero.

Note 8. Long-term debt

In November 2021, we issued $287.5 million aggregate principal amount of convertible promissory notes due May 15, 2027 (the “2021 Notes”) and in September 2025, we issued $190.0 million aggregate principal amount of convertible promissory notes due September 15, 2029 (the “2025 Notes” and collectively, the “Notes”).

The following table presents the outstanding principal amount and carrying value of the Notes as of the dates indicated (in thousands):

 

December 31, 2025

 

 

December 31, 2024

 

 

Principal Amount

 

 

Unamortized debt issuance costs

 

 

Net Carrying Amount

 

 

Principal Amount

 

 

Unamortized debt issuance costs

 

 

Net Carrying Amount

 

2021 Notes

$

97,498

 

 

$

(753

)

 

$

96,745

 

 

$

287,500

 

 

$

(4,007

)

 

$

283,493

 

2025 Notes

 

190,000

 

 

 

(5,859

)

 

 

184,141

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Debt

$

287,498

 

 

$

(6,612

)

 

$

280,886

 

 

$

287,500

 

 

$

(4,007

)

 

$

283,493

 

Short-term Debt

 

97,498

 

 

 

(753

)

 

 

96,745

 

 

 

287,500

 

 

 

(4,007

)

 

 

283,493

 

Long-term Debt

$

190,000

 

 

$

(5,859

)

 

$

184,141

 

 

 

—

 

 

 

—

 

 

 

—

 

 

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Table of Contents

Further details of the Notes are as follows:

Issuance

 

Maturity Date

 

Interest Rate

 

First Interest Payment Date

 

Effective Interest Rate

 

Semi-Annual Interest Payment Dates

 

Initial Conversion Rate per $1,000 Principal

 

Initial Conversion Price

 

 

Number of Shares (in millions)

2021 Notes

 

May 15, 2027

 

1.125%

 

May 15, 2022

 

1.72%

 

May 15; November 15

 

9.0061

 

$

111.04

 

 

0.9

2025 Notes

 

September 15, 2029

 

0%

 

N/A

 

0.84%

 

N/A

 

3.7398

 

$

267.39

 

 

0.7

The Notes are senior unsecured obligations, do not contain any financial covenants. Each series of Notes is governed by an indenture (collectively, the “Indentures”). The 2025 Notes do not bear regular interest and the principal amount of the 2025 Notes does not accrete. The total net proceeds from the 2021 Notes and the 2025 Notes, after deducting initial debt issuance costs, fees and expenses, were $278.4 million and $183.6 million, respectively. We used approximately $183.6 million of the 2021 Notes net proceeds, excluding accrued interest, to repurchase approximately $76.4 million aggregate principal amount of convertible notes due 2026 (the “2019 Notes”) through individual privately negotiated transactions concurrent with us offering the 2021 Notes. We used approximately $17.6 million, excluding accrued interest, to repurchase the remaining $9.9 million aggregate principal amount of the 2019 Notes in June 2022. We used the remainder of the net proceeds from the 2021 Notes for general corporate purposes. We used the 2025 Notes net proceeds, and cash on hand to exchange $190.0 million aggregate principal amount of the 2021 Notes for approximately $190.0 million in cash, representing the principal amount exchanged, and approximately 811,000 shares of our common stock, representing the exchange value in excess thereof, and also paid accrued and unpaid interest thereon, in privately negotiated transactions concurrently with the 2025 Notes offering.

Terms of the Notes

The holders of each series of Notes may convert their respective Notes at their option at any time prior to the close of business on the business day immediately preceding the respective conversion dates under the following circumstances:

•
during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of our common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day;
•
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the applicable series of Notes for each trading day was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for such series of Notes on each such trading day;
•
prior to the close of business on the second scheduled trading day immediately preceding the redemption date if we call the applicable series of Notes for redemption; or
•
upon the occurrence of specified corporate events, as described in the Indenture governing the applicable series of Notes.

Regardless of the foregoing circumstances, holders may convert all or any portion of the 2021 Notes, in increments of $1,000 principal amount, on or after February 15, 2027, and may convert all or any portion of the 2025 Notes, in increments of $1,000 principal amount, on or after June 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date for the applicable series of Notes.

We may redeem all or any portion of the 2021 Notes for cash, at our option, on or after November 20, 2024, and all or any portion of the 2025 Notes for cash, at our option, on or after March 20, 2028, if the last reported sale price of our common stock has been at least 130% of the conversion price for the applicable series of Notes for at least 20 trading days (whether or not consecutive) during any 30

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consecutive trading day period at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date for such Notes.

Holders who convert their Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture governing each series of Notes) are, under certain circumstances, entitled to an increase in the conversion rate for such Notes. Additionally in the event of a corporate event constituting a fundamental change (as defined in the Indenture governing each series of Notes), holders of the Notes may require us to repurchase all or a portion of their Notes of such series at a repurchase price equal to 100% of the principal amount of the Notes of such series being repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date.

Our common stock exceeded 130% of the conversion price of the 2021 Notes for more than 20 trading days during the 30 consecutive trading days ended December 31, 2025. Accordingly, the 2021 Notes are convertible at the option of the holders as of December 31, 2025 and therefore, are classified as current portion of long-term debt on the consolidated balance sheet as of December 31, 2025. The “if-converted value” exceeded the principal amounts by $55.3 million based on the closing price of our common stock of $174.01 as of December 31, 2025.

 

Accounting for the Notes

We account for each series of Notes as a single liability measured at its amortized cost. We presented the 2021 Notes total issuance costs of $9.1 million as a direct deduction from the face amount of the 2021 Notes and amortized the issuance costs to interest expense over the respective term of the 2021 Notes using the effective interest rate method. We presented the 2025 Notes total issuance costs of $6.3 million as a direct deduction from the face amount of the 2025 Notes and amortized the issuance costs to interest expense over the respective term of the 2025 Notes using the effective interest rate method.

Interest expense related to the Notes was as follows (in thousands):

 

Year Ended December 31, 2025

 

 

Year Ended December 31, 2024

 

 

Year Ended December 31, 2023

 

 

2025 Notes

 

 

2021 Notes

 

 

2021 Notes

 

 

2021 Notes

 

Amortization of debt issuance costs

$

483

 

 

$

1,314

 

 

$

1,639

 

 

$

1,612

 

Cash interest expense

 

—

 

 

 

2,570

 

 

 

3,234

 

 

 

3,236

 

Total interest expense

$

483

 

 

$

3,884

 

 

$

4,873

 

 

$

4,848

 

Accrued interest related to the 2021 Notes as of December 31, 2025 and 2024 was $0.1 million and $0.4 million, respectively. There is no accrued interest for the 2025 Notes. We record accrued interest in accrued liabilities in our consolidated balance sheet.

We estimate the fair value of the 2021 Notes to be $159.1 million and $408.7 million as of December 31, 2025 and 2024, respectively, which we determined through consideration of quoted market prices. We estimate the fair value of the 2025 Notes to be $195.6 million as of December 31, 2025, which we determined through consideration of quoted market prices. The fair value for the Notes is classified as Level 2, as defined in Note 2.

Capped Call Transactions

In connection with issuing the 2019 Notes and the 2025 Notes, we entered into privately negotiated capped call transactions with certain financial counterparties. The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2019 Notes or the 2025 Notes, and/or offset any cash payments we would be required to make in excess of the principal amount of converted 2019 Notes or 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. If, however, the market price per share of our common stock exceeds the cap price of the respective capped call transactions, then our stock would experience some

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dilution and/or such capped call transactions would not fully offset the potential cash payments, in each case, to the extent the then-market price per share of our common stock exceeds the cap price.

The capped call transactions entered into in connection with the 2019 Notes, remains outstanding even though we have repurchased the 2019 Notes, to reduce the potential dilution of the remaining 2021 Notes. The initial cap price of these capped call transactions is $54.20 per share, subject to certain adjustments under the terms of these capped call transactions. These capped call transactions expire over 40 consecutive scheduled trading days ending on December 11, 2026.

The initial cap price of the capped call transactions, entered into in connection with the 2025 Notes, is $340.32 per share, subject to certain adjustments under the terms of these capped call transactions. These capped call transactions expire on September 15, 2029. The cost of $11.2 million incurred in connection with the 2025 capped call was recorded as a reduction to additional paid-in capital.

The capped call transactions are separate transactions, and not part of the terms of the 2019 Notes or the 2025 Notes. These transactions meet the criteria for classification in equity, are not accounted for as derivatives and are not remeasured each reporting period.

 

Partial Exchange of the 2021 Notes

In September 2025, we entered into privately-negotiated exchanges with certain holders of our outstanding 2021 Convertible Notes with respect to the exchange of $190.0 million principal amount of the 2021 Convertible Notes (the “2021 Note Exchange”).We accounted for the 2021 Note Exchange transaction as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20), as amended for ASU 2024-04, which we early adopted on January 1, 2025, using the prospective transition approach. In connection with the induced conversion, we paid approximately $190.0 million in cash, representing the principal amount exchanged, issued approximately 811,000 shares of our common stock, representing the exchange value in excess thereof, and also paid accrued and unpaid interest thereon. As a result of the induced conversion, we recorded $15.0 million in induced conversion expense which is included in the Consolidated Statements of Operations for the year ended December 31, 2025. We did not receive any cash proceeds from issuing the shares of common stock but recognized additional paid-in-capital of $13.1 million representing the induced conversion expense, net of approximately $2.0 million of unamortized debt issuance costs related to the converted 2021 Notes.

 

Note 9. Stockholders’ Equity

Preferred Stock

Our board of directors has the authority to fix the designations, powers, preferences and rights and the qualifications, limitations or restrictions thereof, of any wholly unissued series of preferred stock, and to increase or decrease the number of shares in any series of preferred stock, subject to limitations prescribed by law and by our certificate of incorporation. We had no preferred stock issued and outstanding as of December 31, 2025 or 2024.

Common Stock

As of December 31, 2025, we had authorized 495,000,000 shares of voting $0.001 par value common stock. Each holder of the common stock is entitled to one vote per common share. At its discretion, the board of directors may declare dividends on shares of common stock, subject to the prior rights of our preferred stockholders, if any. Upon liquidation or dissolution, holders of common stock will receive distributions only after preferred stock preferences have been satisfied.

 

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Note 10. Stock-Based Awards

Stock-Based Compensation Expense

The following table presents the detail of stock-based compensation expense amounts included in our consolidated statements of operations for the periods presented (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Cost of revenue

$

2,042

 

 

$

2,034

 

 

$

1,869

 

Research and development expense

 

27,012

 

 

 

25,666

 

 

 

21,307

 

Sales and marketing expense

 

6,653

 

 

 

10,774

 

 

 

10,240

 

General and administrative expense

 

19,556

 

 

 

18,072

 

 

 

14,570

 

Total stock-based compensation expense

$

55,263

 

 

$

56,546

 

 

$

47,986

 

2016 Equity Incentive Plan

In June 2016, our board of directors adopted and our stockholders approved our 2016 Equity Incentive Plan, or the 2016 Plan, which became effective in July 2016 at which time the 2010 Equity Incentive Plan, or the 2010 Plan, was terminated. The number of shares of common stock reserved for issuance under the 2016 Plan may increase on January 1 of each year, beginning on January 1, 2017 and ending on and including January 1, 2026, by the lesser of (1) 1,825,000 shares; (2) 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; and (3) a lesser number of shares determined by our board of directors. The 2016 Plan provides for granting incentive or non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights and performance shares or performance units to employees, non-employee directors and consultants. We have not issued options or PSUs under the 2016 Plan since the year ended December 31, 2021 and December 31, 2023, respectively.

All options historically granted under the 2010 Plan and the 2016 Plan have a maximum 10-year term and generally vest and become exercisable over four years of continued employment or service as defined in each option agreement. As allowed under the 2016 Plan, there are a few exceptions to this vesting schedule, which permit vesting at different rates or based on achieving performance targets. We use newly issued shares to satisfy option exercises. As of December 31, 2025, we had approximately 4.7 million shares of common stock available for future grants.

Stock Options

The following table summarizes option award activity for the year ended December 31, 2025 (in thousands, except per share data and years):

 

 

Number of
Underlying Shares

 

 

Weighted-Average
Exercise Price
Per Share

 

 

Weighted-Average
Remaining
Contractual
Life (Years)

 

 

Total Intrinsic
Value

 

Outstanding at December 31, 2024

 

 

787

 

 

$

26.28

 

 

 

4.24

 

 

$

93,654

 

Granted

 

 

—

 

 

 

—

 

 

 

 

 

 

 

Exercised

 

 

(349

)

 

 

24.54

 

 

 

 

 

 

 

Forfeited or expired

 

 

—

 

 

 

—

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

438

 

 

 

27.67

 

 

 

3.65

 

 

 

64,054

 

Vested and exercisable at December 31, 2025

 

 

438

 

 

$

27.67

 

 

 

3.65

 

 

$

64,054

 

The total intrinsic value of options exercised during 2025, 2024 and 2023 was $38.9 million, $85.1 million and $19.1 million, respectively. The total grant date fair value of options vested was immaterial during 2025 and $1.0 million and $3.3 million during 2024 and 2023, respectively.

As of December 31, 2025, there was no unrecognized stock-based compensation cost related to unvested stock options.

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Restricted Stock Units

The following table summarizes activity for restricted stock units, or RSUs and MSUs for the year ended December 31, 2025 (in thousands, except per share data):

 

 

Number of Underlying Shares

Weighted-Average Grant Date Fair Value

 

 

 

RSUs

 

 

MSUs

 

 

RSUs

 

 

MSUs

 

Outstanding at December 31, 2024

 

 

 

920

 

 

 

239

 

 

$

111.50

 

 

$

192.06

 

Granted

 

 

 

397

 

 

 

105

 

 

 

109.69

 

 

 

156.70

 

Vested

 

 

 

(459

)

 

 

(87

)

 

 

101.19

 

 

 

106.89

 

Forfeited

 

 

 

(87

)

 

 

(38

)

 

 

106.76

 

 

 

200.53

 

Outstanding at December 31, 2025

 

 

 

771

 

 

 

219

 

 

$

117.24

 

 

$

220.35

 

We record stock-based compensation expense for RSUs and MSUs on a straight-line basis over the requisite service period, which is generally the vesting period. Forfeitures are recognized as they occur.

In fiscal year 2022, we transitioned to a bonus plan that was half cash and half PSUs. The number of annual PSUs that ultimately vest depends on us attaining certain financial metrics for the fiscal year as well as on the employee’s continued employment through the vesting date. In fiscal year 2023, we transitioned to an all cash bonus plan.

The following table summarizes information related to granted and vested RSUs, PSUs and MSUs (in thousands, except per share data):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

RSU weighted-average grant date fair value

$

109.69

 

 

$

134.76

 

 

$

119.12

 

MSU weighted-average grant date fair value

 

156.70

 

 

 

160.32

 

 

 

145.51

 

PSU weighted-average grant date fair value

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

Fair market value of RSUs vested

$

57,836

 

 

$

74,358

 

 

$

64,417

 

Fair market value of MSUs vested

 

8,813

 

 

 

9,829

 

 

 

7,219

 

Fair market value of PSUs vested

$

—

 

 

$

—

 

 

$

7,261

 

As of December 31, 2025, our total unrecognized stock-based compensation cost related to unvested MSUs was $23.5 million, which we will recognize over the weighted-average period of 1.3 years. As of December 31, 2025, there was $81.2 million of total unrecognized compensation cost related to unvested RSUs, which we expect to recognize over a weighted-average period of 2.5 years.

Employee Stock Purchase Plan

Effective July 2016, we adopted the 2016 Employee Stock Purchase Plan, or the ESPP, allowing eligible employees to authorize payroll deductions of up to 15% of their eligible compensation. An ESPP participant may purchase a maximum of 4,000 shares, or a lesser number as determined by the IRS rules, each six-month period. The offering periods generally start on the first trading day on or after February 20 and August 20 of each year. Participants in an offering period are granted the right to purchase common shares at a price per share that is 85% of the lesser of the fair market value of the shares on (1) the first day of the offering period or (2) the end of the purchase period. The number of shares reserved for the ESPP may increase each year, beginning on January 1, 2017 and continuing through and including January 1, 2036, by the lesser of: (1) 1% of the total number of shares of common stock outstanding on the first day of each year; (2) 365,411 shares of common stock; and (3) an amount determined by our board of directors.

As of December 31, 2025, the total unrecognized stock-based compensation from the ESPP was $0.3 million, which we will recognize on a straight-line basis over the weighted-average remaining service period of less than one year.

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We estimate the fair value of the ESPP grant at the start of the offering period using the Black-Scholes option-pricing model with the following assumptions for the periods presented:

 

 

Year Ended December 31,

 

2025

 

2024

 

2023

Risk-free interest rate

 

4.1% - 4.3%

 

5.0% - 5.3%

 

5.1% - 5.6%

Expected term

 

0.5 Years

 

0.5 Years

 

0.5 Years

Expected volatility

 

53.2% - 80.6%

 

59.9% - 61.6%

 

64.7% - 85.9%

 

 

Note 11. Leases

The following table presents the components of lease expense in our consolidated statements of operations for the periods presented (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Operating lease costs(1)

 

 

 

 

 

 

 

 

Single lease costs

$

3,520

 

 

$

3,394

 

 

$

3,486

 

Variable lease costs

 

1,431

 

 

 

1,367

 

 

 

1,280

 

Sublease income

 

—

 

 

 

—

 

 

 

(165

)

Total operating lease costs

$

4,951

 

 

$

4,761

 

 

$

4,601

 

(1) Includes short-term lease costs, which are immaterial.

 

 

The following table presents supplemental cash flow information related to operating leases for the periods presented (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

 

 

 

 

 

Operating cash flows used

$

3,652

 

 

$

4,060

 

 

$

4,233

 

 

The following table presents weighted-average remaining lease term and weighted-average discount rate related to operating leases as of:

 

2025

 

 

2024

 

Weighted-average remaining lease term (years)

 

11.0

 

 

 

2.8

 

Weighted-average discount rate

 

7.5

%

 

 

6.9

%

 

The following table presents future lease payments under operating leases as of December 31, 2025 (in thousands):

 

Operating Leases

 

 

 

Lease Payments

 

2026

 

$

2,878

 

2027

 

 

3,894

 

2028

 

 

3,828

 

2029

 

 

3,786

 

2030

 

 

3,279

 

Thereafter

 

 

25,611

 

Total lease payments

 

$

43,276

 

Less: Imputed interest

 

 

(15,272

)

Less: Tenant improvement receivable

 

 

(4,692

)

Present value of lease liabilities

 

 

23,312

 

Less: Current portion of lease liabilities

 

 

776

 

Lease liabilities, net of current portion

 

$

22,536

 

 

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As of December 31, 2025, we have excluded from the table above an additional operating lease that has not yet commenced with aggregate rent payments of $2.2 million. This operating lease will commence in 2026 with a lease term of approximately 12 years.

Note 12. Commitments and Contingencies

Indemnification

In the normal course of business, we may enter into agreements that require us to indemnify either customers or suppliers for certain risks. Although we cannot estimate our maximum exposure under these agreements, to date indemnification claims have not had a material impact on our consolidated results of operations or financial condition.

Litigation

From time to time, we are subject to various legal proceedings or claims that arise in the ordinary course of business. We accrue a liability when management believes that it is both probable that we have incurred a liability and we can reasonably estimate the amount of loss. As of December 31, 2025 and 2024, we did not have accrued contingency liabilities. The following is a description of our significant legal proceedings. Although we believe that resolving these claims, individually or in aggregate, will not have a material adverse impact on our financial statements, these matters are subject to inherent uncertainties.

Patent Infringement Claims and Counterclaims

Impinj Patent Infringement Claims Against NXP

From 2019 to 2023, we engaged in active patent litigation against our primary endpoint IC competitor, NXP Semiconductors N.V., or NXP. During this time, we filed three patent infringement lawsuits against subsidiaries of NXP in federal courts in California and Texas. In response, NXP filed a suit against us in federal court in Delaware, later transferred to Washington, countersued us in Texas, and filed three lawsuits against our subsidiary in China.

In three U.S. trials held in 2023, juries in California and Texas returned verdicts that NXP endpoint ICs infringed five of our patents that made it to trial, and juries in Washington and Texas ruled that we did not infringe any of the three patents NXP accused us in court of infringing. Also in 2023, NXP withdrew all three cases it filed against us in China.

On March 13, 2024, while additional trials were pending in the U.S., we and NXP entered into a settlement agreement, or the Settlement Agreement. Under the Settlement Agreement, NXP paid us a one-time amount of $45.0 million and agreed to make annual license fee payments, if the specified set of Indicator Patents are still in use, on April 1 of each year, effective April 1, 2024. The annual license fee is to increase by a fixed percentage each year after 2024 for the remaining term of the Settlement Agreement. We have no obligation to pay NXP under the Settlement Agreement. We have no obligation to pay NXP under the Settlement Agreement. In the agreement, we and NXP agreed to grant each other non-exclusive, worldwide patent licenses to make, have made, import, use, offer for sale and sell our respective products and services, subject to the terms of the agreement. The Settlement Agreement is to remain in force until all the valid claims of a specified set of Impinj patents, or the Indicator Patents, expire in about 2034. NXP can terminate the Settlement Agreement if it successfully designs out all valid claims of the Indicator Patents.

We allocated the consideration from the Settlement Agreement to the components of the Settlement Agreement. We recorded the $45.0 million payment in income from settlement of litigation in the condensed consolidated statements of operations in first-quarter 2024, upon receipt, and recognized the first and second annual license fees of $15.0 million and $16.0 million in revenue in second-quarter 2024 and 2025, respectively. Licensing of our intellectual property is part of our ongoing operations and therefore, we will recognize the license fee, which relates to annual usage of the license from April 1 to March 31 of each applicable year, as revenue in the second quarter of each year until the Settlement Agreement terminates.

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Obligations with Third-Party Manufacturers

We manufacture products with third-party manufacturers. We are committed to purchase $28.2 million of inventory as of December 31, 2025.

Note 13. Deferred Revenue

Deferred revenue, comprising individually immaterial amounts for extended warranties, enhanced product maintenance and advance payments on NRE services contracts, represents contracted revenue that we have not yet recognized.

The following table presents the changes in deferred revenue for the indicated periods (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Balance at beginning of period

$

1,968

 

 

$

1,985

 

Deferral of revenue

 

3,689

 

 

 

2,930

 

Recognition of deferred revenue

 

(3,176

)

 

 

(2,947

)

Balance at end of period

$

2,481

 

 

$

1,968

 

 

During 2025, we recognized $1.8 million revenue which we included in deferred revenue as of December 31, 2024. During 2024, we recognized $1.4 million revenue which we included in deferred revenue as of December 31, 2023.

Note 14. Segment Reporting

We have one reportable and operating segment: the development and sale of our products and services. We identified our reportable segment based on how our chief operating decision-maker, or CODM, manages our business, makes operating decisions and evaluates our operating performance. Our chief executive officer acts as the CODM and reviews financial and operational information on an entity-wide basis. We have one business activity and there are no segment managers who are held accountable for operations, operating results or plans for plans at components. Accordingly, we have determined that we have a single reporting segment and operating unit structure.

Information by Revenue Categories

Our chief executive officer reviews information about our revenue categories, endpoint ICs, including licensing of intellectual property, and systems, the latter defined as reader ICs, readers, gateways, tag production systems and software. The following table presents our revenue categories for the indicated periods (in thousands):

Year Ended December 31,

 

2025

 

 

2024

 

 

2023

 

Endpoint ICs

$

299,806

 

 

$

305,915

 

 

$

234,426

 

Systems

 

61,269

 

 

 

60,172

 

 

 

73,113

 

Total revenue

$

361,075

 

 

$

366,087

 

 

$

307,539

 

Information by Geography

The following table summarizes our long-lived assets, comprising property and equipment, less accumulated depreciation (in thousands):

 

December 31, 2025

 

 

December 31, 2024

 

United States

 

$

13,389

 

 

$

13,255

 

Malaysia

 

 

6,770

 

 

 

9,221

 

Taiwan

 

 

24,909

 

 

 

20,541

 

Others

 

 

5,222

 

 

 

7,593

 

Total

 

$

50,290

 

 

$

50,610

 

 

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Our geographic revenue in the following table is based on the location of the VARs, inlay manufacturers, reader OEMs, distributors or end users who purchased products and services directly from us. For sales to our resellers and distributors, their location may be different from the locations of the ultimate end users. The following table presents our sales by geography for the indicated periods (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Americas

 

$

124,944

 

 

$

110,155

 

 

$

96,418

 

Asia Pacific

 

 

209,927

 

 

 

209,538

 

 

 

176,409

 

Europe, Middle East and Africa

 

 

26,204

 

 

 

46,394

 

 

 

34,712

 

Total revenue

 

$

361,075

 

 

$

366,087

 

 

$

307,539

 

 

Total revenue in the United States, which is included in the Americas, was $75.1 million, $82.9 million and $86.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Total revenue in Mexico, which is included in Americas, was $41.3 million for the year ended December 31, 2025. Total revenue in China (and Hong Kong), which is included in Asia Pacific, was $159.2 million, $162.7 million and $128.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. No sales to countries other than the United States, Mexico and China accounted for more than 10% of revenue for the years ended December 31, 2025, 2024 and 2023.

Significant Segment Expenses

As our CODM manages operations on a consolidated basis, consolidated net income as reported in our Statement of Operations is the US GAAP measure that is used to make operating decisions and evaluate operating performance. The significant expense categories which are used to manage operations are those reflected in our consolidated Statement of Operations.

 

Note 15. Net Earnings (Loss) per Share

For the periods presented, the following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net earnings (loss) per share (in thousands, except for per-share amounts):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

Net income (loss)

$

(10,847

)

 

$

40,838

 

 

$

(43,366

)

Denominator:

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, basic

 

29,283

 

 

 

27,953

 

 

 

26,752

 

Dilutive effect of:

 

 

 

 

 

 

 

 

Stock plans

 

—

 

 

 

1,518

 

 

 

—

 

Convertible notes

 

—

 

 

 

—

 

 

 

—

 

Weighted average common shares outstanding, diluted

 

29,283

 

 

 

29,471

 

 

 

26,752

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) per share — basic

$

(0.37

)

 

$

1.46

 

 

$

(1.62

)

Net earnings (loss) per share — diluted

$

(0.37

)

 

$

1.39

 

 

$

(1.62

)

Basic net earnings (loss) per share is calculated using our net income and our weighted average outstanding common shares.

Diluted net earnings (loss) per share is calculated using our net income (loss) attributable to common stockholders with interest charges applicable to our convertible debt added back under the if converted method, if dilutive, and our weighted average outstanding common shares including the dilutive effect of stock awards and employee stock purchase plan shares as determined under the treasury stock method and of our convertible notes using the if converted method, if dilutive. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards and the potential share settlement impact related to our convertible notes from the diluted loss per share calculation as their inclusion would have an antidilutive effect.

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The following table presents the outstanding shares of our common stock equivalents excluded from the computation of diluted net earnings (loss) per share as of the dates presented because their effect would have been antidilutive (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Stock options

 

438

 

 

 

—

 

 

 

1,466

 

RSUs, MSUs and PSUs

 

990

 

 

 

349

 

 

 

1,252

 

Employee stock purchase plan shares

 

—

 

 

 

—

 

 

 

51

 

2021 Notes

 

878

 

 

 

2,589

 

 

 

2,589

 

2025 Notes

 

711

 

 

 

—

 

 

 

—

 

 

Note 16. Related-Party Transactions

On June 23, 2023, we acquired a patent from a related party in which a member of our board of directors holds an executive leadership position. The patent pertains to our endpoint IC products and the acquisition price was $0.3 million. The patent expires on July 17, 2026 and does not have renewal rights. This patent is included in our intangible assets on our consolidated balance sheet as of December 31, 2025.

On December 22, 2025, we signed a goods and services agreement with Microchip Technology Incorporated, of which a member of our board of directors holds both an executive leadership and board of directors position. No transactions have occurred under this agreement as of December 31, 2025.

Note 17. Retirement Plans

In 2001, we adopted a salary deferral 401(k) plan for our employees. The plan allows employees to contribute a percentage of their pretax earnings annually, subject to limitations imposed by the Internal Revenue Service, and allows a matching contribution, subject to certain limitations. We contributed $2.0 million and $1.7 million as matching contributions for the years ended December 31, 2025 and 2024, respectively.

 

Note 18. Restructuring

On February 7, 2024, we initiated a strategic restructuring to align financial, business and research and development objectives for long-term growth, including a reduction-in-force affecting approximately 10% of our employees. We incurred restructuring charges of $1.8 million for employee terminations benefits, including equity modification expense in first-quarter 2024. Restructuring payments were complete in second-quarter 2024.

 

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our chief executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined under Rule 13a-15(f) and 15d-15(f) under the Exchange Act. We evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included herein.

Changes in Internal Control over Financial Reporting

There were no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended December 31, 2025.

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Item 9B. Other Information

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K, except as follows:

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Name and Title

 

Character of Trading Arrangement (1)

 

Date Adopted

 

Date Terminated

 

Duration (2)

 

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

Cary Baker, Chief Financial Officer

 

Rule 10b5-1 Trading Arrangement

 

December 10, 2025

 

 

 

May 1, 2027

 

Up to 20,238

Steve Sanghi, Director and Chair

 

Rule 10b5-1 Trading Arrangement

 

November 6, 2025

 

 

 

November 6, 2027

 

Up to 40,200

Meera Rao, Director

 

Rule 10b5-1 Trading Arrangement

 

November 12, 2025

 

 

 

October 29, 2027

 

Up to 4,679

(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended, or the “Rule”.

(2) Except as indicated by footnote, each trading arrangement permits transactions through and including the earlier of (a) the execution or expiration of all trades specified under the trading arrangement or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

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Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2026 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2025 fiscal year.

We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller and persons performing similar functions. The Code of Ethics is posted on our website at http://corporate-governance.impinj.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics by posting the information on our website at the address specified above.

We have adopted an insider trading policy governing, among other things, the purchase, sale and/or other dispositions of our common stock by our directors, officers, employees, consultants, contractors and agents. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Item 11. Executive Compensation

The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2026 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2025 fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2026 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2025 fiscal year.

The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2026 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2025 fiscal year.

Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2026 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2025 fiscal year.

 

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

We have filed the financial statements listed in the Index to Consolidated Financial Statements as a part of this report.

(a)(2) Financial Statement Schedules

All financial statement schedules have been omitted because they are not applicable, not material or the required information is presented in the financial statements or the notes thereto.

(a)(3) Exhibits

The list of exhibits included in the Exhibit Index to this report is incorporated herein by reference.

 

 

 

 

 

INCORPORATION BY REFERENCE

NUMBER

 

DESCRIPTION

 

Form

 

Date

 

Number

 

 

 

 

 

 

 

 

 

3.1(a)

 

Amended and Restated Certificate of Incorporation of Impinj, Inc., as filed with the Secretary of State of the State of Delaware on June 10, 2020

 

8-K

 

6/12/2020

 

3.1

 

 

 

 

 

 

 

 

 

3.1(b)

 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Impinj, Inc., as filed with the Secretary of State of the State of Delaware on June 6, 2024

 

8-K

 

6/7/2024

 

3.1

 

 

 

 

 

 

 

 

 

3.2

 

Amended and Restated Bylaws of Impinj, Inc., adopted as of February 23, 2023

 

8-K

 

2/28/2023

 

3.1

 

 

 

 

 

 

 

 

 

4.1

 

Description of Impinj, Inc.’s Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Specimen Common Stock Certificate of the registrant

 

S-1/A

 

7/11/2016

 

4.1

 

 

 

 

 

 

 

 

 

4.3

 

Amended and Restated Investors’ Rights Agreement, dated July 13, 2012, by and among the registrant and the investors and founders named therein

 

S-1

 

6/2/2016

 

4.2

 

 

 

 

 

 

 

 

 

4.4

 

Indenture, dated as of November 5, 2021, between Impinj, Inc., and U.S. Bank National Association, as trustee

 

8-K

 

11/5/2021

 

4.6

 

 

 

 

 

 

 

 

 

4.5

 

Form of 1.125% Convertible Senior Notes due 2027 (included in Exhibit 4.4)

 

8-K

 

11/5/2021

 

4.6

 

 

 

 

 

 

 

 

 

4.6

 

Indenture, dated as of September 8, 2025, between Impinj, Inc. and U.S. Bank Trust Company, National Association, as trustee

 

8-K

 

9/8/2025

 

4.1

 

 

 

 

 

 

 

 

 

4.7

 

Form of 0% Convertible Senior Notes due 2029 (included in Exhibit 4.6)

 

8-K

 

9/8/2025

 

4.2

 

 

 

 

 

 

 

 

 

10.1+

 

Form of Director and Executive Officer Indemnification Agreement

 

S-1/A

 

7/11/2016

 

10.1

93

Table of Contents

 

 

 

 

 

 

 

 

 

10.2+

 

2000 Stock Plan, as amended

 

S-1

 

6/2/2016

 

10.2

 

 

 

 

 

 

 

 

 

10.3+

 

Form of Notice of Stock Option Grant and Stock Option Agreement permitting early exercise under the 2000 Stock Plan

 

S-1

 

6/2/2016

 

10.3

 

 

 

 

 

 

 

 

 

10.4+

 

2010 Equity Incentive Plan, as amended

 

S-1

 

6/2/2016

 

10.4

 

 

 

 

 

 

 

 

 

10.5+

 

Form of Notice of Stock Option Grant and Stock Option Agreement under the 2010 Equity Incentive Plan

 

S-1

 

6/2/2016

 

10.5

 

 

 

 

 

 

 

 

 

10.6+

 

Form of Notice of Stock Option Grant and Stock Option Agreement permitting early exercise under the 2010 Equity Incentive Plan

 

S-1

 

6/2/2016

 

10.6

 

 

 

 

 

 

 

 

 

10.7+

 

2016 Equity Incentive Plan

 

S-1/A

 

7/11/2016

 

10.7

 

 

 

 

 

 

 

 

 

10.8+

 

Form of Notice of Stock Option Grant and Stock Option Agreement under the 2016 Equity Incentive Plan

 

S-1/A

 

7/11/2016

 

10.8

 

 

 

 

 

 

 

 

 

10.9+

 

2016 Employee Stock Purchase Plan

 

S-1/A

 

7/11/2016

 

10.9

 

 

 

 

 

 

 

 

 

10.10+

 

Amended and Restated Diorio Employment Agreement, dated December 19, 2008, between the registrant and Chris Diorio, Ph.D.

 

S-1

 

6/2/2016

 

10.12

 

 

 

 

 

 

 

 

 

10.11+

 

First Amendment to Diorio Employment Agreement, dated February 20, 2009, between the registrant and Chris Diorio, Ph.D.

 

S-1

 

6/2/2016

 

10.13

 

 

 

 

 

 

 

 

 

10.12+

 

Offer Letter, dated January 6, 2020, between the registrant and Cary Baker

 

10-K

 

3/2/2020

 

10.14

 

 

 

 

 

 

 

 

 

10.13

 

Office Lease, dated December 10, 2014, by and between the registrant and 400 Fairview LLC

 

S-1

 

6/2/2016

 

10.21

 

 

 

 

 

 

 

 

 

10.14A

 

First Amendment to Lease, dated July 31, 2015, between the registrant and 400 Fairview LLC

 

S-1

 

6/2/2016

 

10.21A

 

 

 

 

 

 

 

 

 

10.14B

 

Second Amendment to Lease, dated March 4, 2016, between the registrant and 400 Fairview LLC

 

S-1

 

6/2/2016

 

10.21B

 

 

 

 

 

 

 

 

 

10.14C

 

Third Amendment to Lease, dated March 28, 2016, between the registrant and 400 Fairview LLC

 

S-1

 

6/2/2016

 

10.21C

 

 

 

 

 

 

 

 

 

10.15

 

Office Lease, dated November 17, 2004, between the registrant and Bedford Property Investors, Inc., as amended by the First Amendment to Lease, dated July 21, 2006, by and between the registrant and Fremont Lake Union Center LLC and the Second Amendment to Lease, dated December 11, 2009, by and between the registrant and Fremont Lake Union Center LLC

 

S-1

 

6/2/2016

 

10.22

 

 

 

 

 

 

 

 

 

10.16†

 

License Agreement, dated July 3, 2008, between the registrant and Intel Corporation

 

10-Q

 

10/28/2020

 

10.1

94

Table of Contents

 

 

 

 

 

 

 

 

 

10.17†

 

Purchase Agreement—Services Phase 2, dated December 23, 2009, by and between the registrant and Intel Corporation

 

10-Q

 

10/28/2020

 

10.2

 

 

 

 

 

 

 

 

 

10.18†

 

Amendment No. 1 to Purchase Agreement—Services Phase 2, dated March 26, 2010, between the registrant and Intel Corporation

 

10-Q

 

10/28/2020

 

10.3

 

 

 

 

 

 

 

 

 

10.19†

 

Amendment No. 2 to Purchase Agreement—Services Phase 2, dated April 20, 2011, between the registrant and Intel Corporation

 

10-Q

 

10/28/2020

 

10.4

 

 

 

 

 

 

 

 

 

10.20†

 

Amendment No. 3 to Purchase Agreement—Services Phase 2, dated November 15, 2011, between the registrant and Intel Corporation

 

10-Q

 

10/28/2020

 

10.5

 

 

 

 

 

 

 

 

 

10.21†

 

Amendment No. 4 to Purchase Agreement—Services Phase 2, dated April 25, 2013, between the registrant and Intel Corporation

 

10-Q

 

10/28/2020

 

10.6

 

 

 

 

 

 

 

 

 

10.22†

 

Amendment No. 5 to Purchase Agreement—Services Phase 2, dated June 12, 2013, between the registrant and Intel Corporation

 

10-Q

 

10/28/2020

 

10.7

 

 

 

 

 

 

 

 

 

10.23+

 

Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the 2016 Equity Incentive Plan

 

 

10-Q

 

8/14/2017

 

10.1

10.24

 

Letter Agreement, dated as of June 20, 2018, among Impinj, Inc., Sylebra HK Company Limited, Sylebra Capital Management and Daniel P. Gibson

 

8-K

 

6/26/2018

 

10.1

10.25+

 

Executive Employment Agreement, dated April 28, 2017, between the registrant and Jeff Dossett

 

10-K

 

2/28/2020

 

10.32

10.26

 

Form of Capped Call Transaction Confirmation

 

8-K

 

12/16/2019

 

10.1

10.27+

 

Impinj, Inc. Amended and Restated Outside Director Compensation Policy, as amended May 26, 2022

 

 

10-Q

 

7/27/2022

 

10.1

10.28+

 

Executive Employment Agreement, dated November 13, 2018 between the registrant and Hussein Mecklai

 

 

10-K

 

2/13/2023

 

10.28

10.29+ ††

 

Executive Employment and Arbitration Agreement dated December 29, 2022 between the registrant and Cathal Phelan

 

 

10-K

 

2/13/2023

 

10.29

 

 

 

 

 

 

 

 

 

10.30†

 

Settlement and Patent Cross-License Agreement, dated as of March 13, 2024, by and among Impinj, Inc., NXP Semiconductors N.V. and NXP USA, Inc.

 

10-Q

 

4/24/2024

 

10.1

 

 

 

 

 

 

 

 

 

10.31+

 

Separation and Release of Claims Agreement, dated February 24, 2025, between the registrant and Jeff Dossett

 

 

10-Q

 

4/23/2025

 

10.1

95

Table of Contents

 

 

 

 

 

 

 

 

 

10.32+

 

Separation and Release of Claims Agreement, dated May 30, 2025, between the registrant and Hussein Mecklai

 

10-Q

 

7/30/2025

 

10.1

 

 

 

 

 

 

 

 

 

10.33

 

Form of Capped Call Transaction Confirmation

 

8-K

 

9/5/2025

 

10.1

 

 

 

 

 

 

 

 

 

10.34

 

Fifth Amendment to Lease, dated December 10, 2014, between the registrant and 400 Fairview LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.35+

 

Second Amendment to Diorio Employment Agreement, dated December 19, 2025, between the registrant and Chris Diorio, Ph.D.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.36+

 

Executive Change in Control and Severance Policy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.1

 

Impinj, Inc. Insider Trading Policy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21.1

 

Subsidiaries of the registrant

 

S-1

 

6/2/2016

 

21.1

 

 

 

 

 

 

 

 

 

23.1

 

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24.1

 

Powers of Attorney (contained on signature page)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1*

 

Certification of Principal Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.2*

 

Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

97.1

 

Impinj, Inc. Amended and Restated Compensation Recovery Policy

 

10-K

 

2/12/2024

 

97.1

 

 

 

 

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with embedded Linkbase Documents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

104

 

Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

+

 

Indicates management contract or compensatory plan, contract or arrangement.

 

 

 

*

 

The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated

96

Table of Contents

 

 

by reference into any filing of Impinj, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.

 

 

 

†

 

Certain portions of this exhibit have been omitted because they are not material and would likely cause competitive harm to the registrant if disclosed.

 

 

 

††

 

Certain portions of this exhibit have been omitted because they are not material and are of the type that the registrant treats as private or confidential.

Item 16. Form 10-K Summary

None.

97

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Impinj, Inc.

 

Date: February 9, 2026

By:

 

/s/ Cary Baker

 

Cary Baker

 

Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Diorio, Ph.D. and Cary Baker, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name

Title

 

Date

 

 

/s/Chris Diorio

Chief Executive Officer and Vice Chair

(Principal Executive Officer)

 

February 9, 2026

Chris Diorio, Ph.D.

 

 

 

 

 

 

/s/ Cary Baker

Chief Financial Officer

 

February 9, 2026

Cary Baker

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Steve Sanghi

Chair

 

February 9, 2026

Steve Sanghi

 

 

 

 

 

 

 

 

/s/ Daniel Gibson

Director

 

February 9, 2026

Daniel Gibson

 

 

 

 

 

 

 

 

/s/ Umesh Padval

Director

 

February 9, 2026

Umesh Padval

 

 

 

 

 

/s/ Meera Rao

Director

 

 

February 9, 2026

Meera Rao

 

 

 

 

 

 

 

 

 

/s/ Arthur Valdez, Jr.

 

Director

 

February 9, 2026

Arthur Valdez, Jr.

 

 

 

 

 

 

 

 

 

/s/ Miron Washington

 

Director

 

February 9, 2026

Miron Washington

 

 

 

 

 

98

Exhibit 4.1

IMPINJ, INC.

DESCRIPTION OF COMMON STOCK

The common stock of Impinj, Inc. is listed on the Nasdaq Global Select Market under the symbol “PI.” All outstanding shares of common stock are validly issued, fully paid, and nonassessable.

The following description of the terms of our common stock is not complete and is qualified in its entirety by reference to our certificate of incorporation, as amended from time to time, and our bylaws, as amended from time to time, both of which are exhibits to our Annual Reports on Form 10-K.

Our authorized capital stock consists of 495,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.

Common Stock

Voting Rights

Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors.

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.

Our certificate of incorporation and bylaws do not provide for cumulative voting rights. Consequently, holders of a majority or, in certain circumstances, a plurality of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. In an uncontested election, a director nominee will be elected to the Board only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. In a contested election, or otherwise where the number of director nominees exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes cast.

With respect to matters other than the election of directors, at any meeting of the stockholders at which a quorum is present or represented, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at such meeting and entitled to vote on the subject matter shall be the act of the stockholders, except as otherwise required by law.

Dividends

Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

 

Exhibit 4.1

Rights and Preferences

Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

Preferred Stock

Our board of directors has the authority, without further action by the stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing change in our control or other corporate action. We have no present plan to issue any shares of preferred stock.

Anti-Takeover Provisions of Delaware and Washington Law and Our Certificate of Incorporation and Bylaws

Delaware Law

We are subject to Section 203 of the General Corporation Law of the State of Delaware. Section 203 generally prohibits a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

•
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•
on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

•
any merger or consolidation involving the corporation and the interested stockholder;

 

Exhibit 4.1

•
any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
•
subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
•
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; and
•
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Washington Business Corporation Act

The laws of Washington, where our principal executive offices are located, impose restrictions on certain transactions between certain foreign corporations and significant stockholders. In particular, the Washington Business Corporation Act, or the WBCA, prohibits a “target corporation,” with certain exceptions, from engaging in certain “significant business transactions” with a person or group of persons that beneficially owns 10% or more of the voting power of the target corporation, which is referred to as an “acquiring person,” for a period of five years after such acquisition, unless the transaction or acquisition of shares is approved by a majority of the members of the target corporation’s board of directors prior to the time of acquisition. Such prohibited transactions may include, among other things:

•
any merger or consolidation with, disposition of assets to, or issuance or redemption of stock to or from, the acquiring person;
•
any termination of 5% or more of the employees of the target corporation as a result of the acquiring person’s acquisition of 10% or more of the shares; and
•
allowing the acquiring person to receive any disproportionate benefit as a stockholder.

After the five-year period, a significant business transaction may take place as long as it complies with certain fair price provisions of the statute or is approved at an annual or special meeting of stockholders.

We will be considered a “target corporation” so long as our principal executive office is located in Washington and (1) a majority of our employees are residents of the state of Washington or we employ more than one thousand residents of the state of Washington; (2) a majority of our tangible assets, measured by market value, are located in the state of Washington or we have more than $50 million worth of tangible assets located in the state of Washington; and (3) any one of the following: (a) more than 10% of our stockholders of record are resident in the state of Washington; (b) more than 10% of our shares are owned of record by state residents; or (c) 1,000 or more of our stockholders of record are resident in the state.

If we meet the definition of a target corporation, the WBCA may have the effect of delaying, deferring or preventing a change of control.

 

Exhibit 4.1

Certificate of Incorporation and Bylaws

Provisions of our certificate of incorporation and bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our certificate of incorporation and bylaws:

•
permit our board of directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change in our control;
•
provide that the authorized number of directors may be changed only by resolution of the board of directors, subject to the rights of any holders of preferred stock;
•
provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
•
divide our board of directors into three classes, each of which stands for election once every three years (subject to gradual declassification beginning at the 2021 annual meeting of stockholders, such that our board of directors will be fully declassified beginning at the 2023 annual meeting of stockholders);
•
provide that a director may only be removed from the board of directors by the stockholders for cause for so long as the board of directors remains classified;
•
restrict the forum for certain litigation against us to Delaware;
•
require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;
•
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also meet specific requirements as to the form and content of a stockholder’s notice;
•
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any uncontested election of directors to elect all of the directors standing for election, if they should so choose);
•
provide that special meetings of our stockholders may be called only by the board of directors, the chairman of the board of directors, our chief executive officer or president (in the absence of a chief executive officer);
•
provide that stockholders will be permitted to amend certain provisions of our bylaws only upon receiving at least two-thirds of the votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class; and

 

Exhibit 4.1

•
provide that, unless we otherwise consent in writing, a state or federal court located within the State of Delaware shall be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the company; (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to the company or our stockholders; (3) any action asserting a claim against the company arising pursuant to any provision of the General Corporation Law of the State of Delaware; or (4) any action asserting a claim against the company governed by the internal affairs doctrine.

The amendment of any of these provisions requires approval by the holders of at least two-thirds of our outstanding common stock, voting as a single class.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York 11219.

 

400 FAIRVIEW

Impinj, Inc. Fifth Amendment

4920-6434-1099.7

377636.00029/10-29-25

--

FIFTH AMENDMENT TO OFFICE LEASE

This FIFTH AMENDMENT TO OFFICE LEASE (this "Fifth Amendment") is entered into as of October 24, 2025 (the "Effective Date"), by and between 400 FAIRVIEW AVENUE LLC, a Delaware limited liability company ("Landlord"), and IMPINJ, INC., a Delaware corporation ("Tenant").

RECITALS

A.
Landlord (as successor-in-interest to 400 Fairview LLC) and Tenant are parties to that certain Office Lease dated December 10, 2014 (the "Original Lease"), as amended by that certain First Amendment to Lease dated July 31, 2015 (the "First Amendment"), that certain Second Amendment to Lease dated March 4, 2016 (the "Second Amendment"), that certain Third Amendment to Lease dated March 28, 2016 (the "Third Amendment"), and that certain Fourth Amendment to Lease dated December 5, 2016 (the "Fourth Amendment") (collectively, the "Lease"), pursuant to which Landlord leases to Tenant and Tenant leases from Landlord certain premises located on the eleventh (11th), twelfth (12th), and fourteenth (14th) floors, commonly known as Suites 1100, 1200, and 1400, respectively (the "Existing Premises"), of the building located at 400 Fairview Avenue, Seattle, Washington (the "Building").
B.
Landlord and Tenant now desire to (i) extend the Term of the Lease, (ii) expand the Existing Premises to include that certain space consisting of (a) approximately 3,206 rentable square feet of space located on the fourteenth (14th) floor, commonly known as Suite 1401 (the "Interior Expansion Premises") and (b) approximately 3,357 rentable square feet of space located on the fourteenth (14th) floor, commonly known as Suite 14TR (the "Exterior Expansion Premises", and together with the Interior Expansion Premises, the "Expansion Premises"), as depicted on Exhibit A attached hereto and made a part hereof, and (iii) otherwise amend the Lease in accordance with the terms and conditions set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.
Capitalized Terms. As of the Effective Date, all of the references to the “Lease” in the Lease and this Fifth Amendment shall mean the Lease as modified by this Fifth Amendment; and all capitalized terms used herein shall have the same respective meanings as are given such terms in the Lease, unless expressly provided otherwise in this Fifth Amendment. As of the "Extension Commencement Date", all references in the Lease to the "Term" shall include the "Extended Term" (as such terms are defined in Section 3 below).
2.
Remeasurement of Existing Premises and Building; Modification of Premises.
2.1
Remeasurement of Existing Premises and Building. Landlord and Tenant hereby acknowledge and agree that the Existing Premises and Building have been remeasured and that, notwithstanding any contrary provision contained in the Lease, effective as of the Effective Date, the Existing Premises shall be deemed to contain a total of 70,432 rentable

square feet of space (and each Suite shall be deemed to contain the rentable square footage

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(“RSF”) set forth below), and the Building shall be deemed to contain 344,755 rentable square feet of space.

 

Suite

RSF

1100

26,405

1200

26,402

1400

17,625

Total

70,432

 

2.2
Modification of Premises. Effective as of the earlier to occur of:

(i) thirty (30) days following the date that Tenant receives a certificate of occupancy or its equivalent for the Expansion Premises, and (ii) seven (7) months following Landlord's delivery of the Expansion Space (the "Expansion Commencement Date"), Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Premises. Consequently, effective upon the Expansion Commencement Date, the Existing Premises shall be increased to include the Expansion Premises. The addition of the Expansion Premises to the Existing Premises shall, effective as of the Expansion Commencement Date, increase the size of the Premises to 76,995 rentable square feet. The Existing Premises and the Expansion Premises shall, effective as of the Expansion Commencement Date, collectively be referred to as the "Premises".

2.2.1
Confirmation Certificate. At any time following the Expansion Commencement Date, Landlord may deliver a notice in substantially the same form set forth in Exhibit D to the Original Lease, as a confirmation only of the information set forth therein with respect to the Premises, which Tenant shall execute and return to Landlord within five (5) business days of receipt thereof.
3.
Extension of Term. Landlord and Tenant acknowledge that Tenant's lease of the Premises is scheduled to expire on December 31, 2026 (the "Scheduled Expiration Date"), and is hereby extended to expire, unless earlier terminated in accordance with the terms and conditions of the Lease, on January 31, 2038 (the "Extended Expiration Date"). Notwithstanding anything in the Lease to the contrary, including, without limitation, the Scheduled Expiration Date, the period of time retroactively commencing on September 1, 2025 (the "Extension Commencement Date"), and continuing through and including the Extended Expiration Date, is referred to herein as the "Extended Term."
4.
Base Rent.
4.1
Existing Premises. Commencing retroactively on the Extension Commencement Date, and continuing through the Extended Term, Tenant shall pay to Landlord

monthly installments of Base Rent for the Existing Premises in accordance with the terms of the Lease, as set forth below.

 

 

Period During Extended Term

 

 

Annual Base Rent

 

Monthly Installment of Base Rent

 

Annual Base Rent Rate per Rentable

Square Foot*

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September 1, 2025 –

August 31, 2026**

 

 

$2,817,279.96

 

 

$234,773.33

 

 

$40.00

September 1, 2026 –

August 31, 2027

 

 

$2,901,798.36

 

 

$241,816.53

 

 

$41.20

September 1, 2027 –

August 31, 2028

 

 

$2,988,852.36

 

 

$249,071.03

 

 

$42.44

September 1, 2028 –

August 31, 2029

 

 

$3,078,517.92

 

 

$256,543.16

 

 

$43.71

September 1, 2029 –

August 31, 2030

 

 

$3,170,873.52

 

 

$264,239.46

 

 

$45.02

September 1, 2030 –

August 31, 2031

 

 

$3,265,999.68

 

 

$272,166.64

 

 

$46.37

September 1, 2031 –

August 31, 2032

 

 

$3,363,979.68

 

 

$280,331.64

 

 

$47.76

September 1, 2032 –

August 31, 2033

 

 

$3,464,899.08

 

 

$288,741.59

 

 

$49.19

September 1, 2033 –

August 31, 2034

 

 

$3,568,845.96

 

 

$297,403.83

 

 

$50.67

September 1, 2034 –

August 31, 2035

 

 

$3,675,911.40

 

 

$306,325.95

 

 

$52.19

September 1, 2035 –

August 31, 2036

 

 

$3,786,188.76

 

 

$315,515.73

 

 

$53.76

September 1, 2036 –

August 31, 2037

 

 

$3,899,774.40

 

 

$324,981.20

 

 

$55.37

September 1, 2037 –

January 31, 2038

 

 

$4,016,767.68

 

 

$334,730.64

 

 

$57.03

 

*The amounts identified in the column entitled "Annual Base Rent Rate per Rentable Square Foot" are rounded amounts provided for informational purposes only.

**Notwithstanding the foregoing Base Rent schedule or any contrary provision of the Lease, but subject to the terms of Section 4.4, below, Tenant shall not be obligated to pay the monthly installment of Base Rent for the Existing Premises for the initial eight (8) full calendar months of the Extended Term (i.e., the period commencing on September 1, 2025 and ending on April 30, 2026).

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4.2
Interior Expansion Premises. Commencing on the Expansion Commencement Date and continuing until the Extended Expiration Date and subject to Section 4.4 below, Tenant shall pay Base Rent for the Interior Expansion Premises at the same rate per rentable square foot as the then current Base Rent for the Existing Premises, and Base Rent for the Interior Expansion Premises shall thereafter be calculated and escalated in the same manner as such Base Rent is calculated and escalated with respect to the Existing Premises manner (i.e., increasing at a rate of three percent (3%) per year at the same time as the Base Rent for the Existing Premises), pursuant to the terms of the Lease, as amended.
4.3
Exterior Expansion Premises. Commencing on the Expansion Commencement Date and continuing until the Extended Expiration Date and subject to Section 4.4 below, Tenant shall pay Base Rent for the Exterior Expansion Premises at fifty percent (50%) of the rate per rentable square foot as the then current Base Rent for the Existing Premises, and Base Rent for the Exterior Expansion Premises shall thereafter be calculated and escalated in the same manner as such Base Rent is calculated and escalated with respect to the Existing Premises manner (i.e., increasing at a rate of three percent (3%) per year at the same time as the Base Rent for the Existing Premises), pursuant to the terms of the Lease, as amended. At Landlord’s request, concurrent with the Expansion Commencement Date, Landlord and Tenant shall enter into an amendment of the Lease, setting forth the Base Rent for the Expansion Premises in a rent table.
4.4
Abated Base Rent. Provided that Tenant is not then in default of the Lease beyond any applicable notice and cure period set forth in the Lease, then during (a) the period commencing retroactively on September 1, 2025 and ending on April 30, 2026 (the "Existing Premises Base Rent Abatement Period"), and (b) the period commencing on the first day of the first full calendar month following the Expansion Commencement Date and ending on the last day of the eighth (8th) full calendar month thereafter (the "Expansion Premises Base Rent Abatement Period", and together with the Existing Premises Base Rent Abatement Period, the "Base Rent Abatement Period") Tenant shall not be obligated to pay any Base Rent otherwise attributable to (aa) the Existing Premises during such Existing Premises Base Rent Abatement Period (the "Existing Premises Base Rent Abatement"), and (bb) the Expansion Premises during such Expansion Premises Base Rent Abatement Period (the "Expansion Premises Base Rent Abatement", and together with the Existing Premises Base Rent Abatement, the "Base Rent Abatement"). Tenant acknowledges and agrees that the foregoing Base Rent Abatement has been granted to Tenant as additional consideration for entering into this Fifth Amendment, and for agreeing to pay the rent and performing the terms and conditions otherwise required under the Lease. If, prior to the expiration of the Base Rent Abatement Period, Tenant shall be in default

under the Lease, and shall fail to cure such default within the applicable notice and cure period permitted for cure pursuant to the terms and conditions of the Lease, or if the Lease is terminated for any reason other than Landlord's breach of the Lease or an event of casualty or an event of condemnation, then (i) if the Lease is not terminated, the dollar amount of the unapplied portion of the Base Rent Abatement as of the date of such default shall be converted to a credit to be applied to the Base Rent applicable at the end of the Extended Term and Tenant shall immediately be obligated to begin paying Base Rent for the Premises in full, and (ii) if the Lease is terminated, for purposes of determining Landlord's damages under Applicable Laws, the dollar amount of the unapplied portion of the Base Rent Abatement as of the date of such termination shall be converted to a credit to be applied to the Base Rent applicable at the end of the Extended Term.

5.
Tenant's Share of Operating Costs.

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5.1
Existing Premises. Notwithstanding the extension of the Term of the Lease as provided herein, Tenant shall continue to be obligated to pay Tenant’s Share of Operating Costs in connection with the Existing Premises in accordance with the terms of the Lease through the Extended Expiration Date.
5.2
Interior Expansion Premises. Notwithstanding any contrary provision contained in the Lease, provided that Tenant’s lease of the Expansion Space is not terminated pursuant to the terms of Section 8.1, below, effective as of the Expansion Commencement Date, and continuing through and including the Extended Expiration Date, Tenant shall pay Tenant’s Share of Operating Costs in connection with the Interior Expansion Premises which arise or accrue during such period in accordance with the terms of the Lease; provided that with respect to the calculation of Tenant's Share of Operating Costs in connection with the Interior Expansion Premises, that Tenant's Share shall be equal to 0.9299%.
5.3
Exterior Expansion Premises. Notwithstanding any contrary provision contained in the Lease, provided that Tenant’s lease of the Expansion Space is not terminated pursuant to the terms of Section 8.1, below, effective as of the Expansion Commencement Date, and continuing through and including the Extended Expiration Date, Tenant shall pay fifty percent (50%) of Tenant’s Share of Operating Costs in connection with the Exterior Expansion Premises which arise or accrue during such period in accordance with the terms of the Lease; provided that with respect to the calculation of Tenant's Share of Operating Costs in connection with the Exterior Expansion Premises, that Tenant's Share shall be equal to 0.9737%.
6.
Condition of the Premises. Landlord and Tenant acknowledge that, notwithstanding anything contained in the Lease and this Fifth Amendment to the contrary, (a) Tenant has been and is in occupancy of the Existing Premises pursuant to the Lease as of the Effective Date, and is aware of the condition of the Existing Premises as of the Effective Date,

(b) Tenant shall continue to occupy the Existing Premises in their currently existing, "as is" condition following the Effective Date. Except as otherwise provided in the Tenant Work Letter attached hereto as Exhibit B (the "Tenant Work Letter"), Landlord shall not be obligated to provide or pay for any other work or services related to the improvement of the Expansion Premises, and Tenant shall accept the Expansion Premises in their presently existing, “as-is” condition. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, Expansion

Premises or the Building as of the Effective Date or with respect to the suitability of the same for the conduct of Tenant's business.

7.
Use of Expansion Premises. Notwithstanding anything to the contrary contained in this Fifth Amendment, Landlord shall be solely responsible for effectuating the legally permitted use of the Expansion Premises in order to allow the same to be used for general office (as opposed to retail/restaurant) use, including, to the extent required by applicable Laws, any modifications to the Base Building necessitated by any such change in use of the Expansion Premises. Subject to the terms and conditions of this Section 7, Tenant shall have the exclusive right to use the deck and other areas located on the Exterior Expansion Premises, subject to any rules and regulations provided to Tenant and reasonably established by Landlord, and the express terms and conditions of the Lease. Subject to Landlord’s obligations set forth in Section 1 of the Tenant Work Letter, including without limitation the Expansion Space Delivery Condition (as that term is defined in the Tenant Work Letter), from and after the “Expansion Space Delivery Date,” as that term is

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defined in Section 8.1, below, Tenant shall, at Tenant’s sole cost and expense, comply with all applicable Laws and promptly cure any violations of applicable Laws which relate to (i) Tenant's use of the Expansion Premises, (ii) any Alterations or Tenant Improvements made in or to the Expansion Premises, and/or (iii) the Base Building, but as to the Base Building, only to the extent such obligations are triggered by Alterations or Tenant Improvements made in or to the Premises or by Tenant’s use of the Premises for non-general office use. Tenant shall not be permitted to access, use or install improvements on the Exterior Expansion Premises to the extent the same would violate Applicable Law. For the avoidance of doubt, the Exterior Expansion Premises is part of the Premises under the Lease, and all of Tenant’s obligations under the Lease with respect to the Premises (including, without limitation, Tenant’s repair and maintenance obligations set forth in of Section 8.3 of the Original Lease, Tenant's insurance obligations set forth in Article 9 of the Original Lease, and Tenant’s waiver and indemnification obligations set forth in Section

12.1 of the Original Lease) shall apply with full force and effect to the Exterior Expansion Premises. In the event that the insurance carried by Tenant in accordance with the terms of Section 9.2 of the Original Lease would not cover a particular event, activity or other use of the Exterior Expansion Premises by Tenant, Tenant, at Tenant's sole cost and expense, shall procure additional reasonable liability insurance as reasonably required to cover such event, activity or use in amounts as may reasonably required by Landlord.

7.1
Landlord Access to Expansion Premises. Landlord shall have access to the Expansion Premises pursuant to Section 16 of the Original Lease. Landlord’s repair and maintenance obligations with respect to the Base Building shall be applicable to the portions of the Expansion Premises that constitute the Base Building; provided, however, that Tenant shall be solely responsible for (and shall pay all of the costs of) any landscaping services to the Exterior Expansion Premises.
7.2
Exterior Expansion Premises Improvements. All future Alterations to the Exterior Expansion Premises shall be made in accordance with Section 8.4 of the Original Lease, and all Tenant Improvements to the Exterior Expansion Premises shall be made in accordance with Exhibit B attached hereto (collectively, the "Exterior Improvements"), and shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In addition, Tenant acknowledges and agrees that the Exterior

Expansion Premises contains certain existing furniture, fixtures, plants and other similar items currently installed or placed on the Exterior Expansion Premises (collectively, the "Exterior Furniture and Fixtures"). Within thirty (30) days following the Effective Date hereof, Tenant and Landlord shall walk-through the Exterior Expansion Premises and compile a written list of all items of Exterior Furniture and Fixtures which Tenant desires Landlord to remove from the Exterior Expansion Premises (the “Rejected Exterior Furniture and Fixtures”). Prior to the Expansion Commencement Date, Landlord shall remove, at Landlord’s sole cost and expense, the Rejected Exterior Furniture and Fixtures from the Exterior Expansion Premises and repair any damage to the Exterior Expansion Premises caused by such removal. Other than the Rejected Exterior Furniture and Fixtures, all Exterior Furniture and Fixtures shall become the sole property of Tenant, and, upon the expiration or earlier termination of the Lease, Tenant shall remove, at Tenant’s sole cost and expense, all such Exterior Furniture and Fixtures from the Premises and shall repair any damage caused to the Premises occasioned by such removal of the Exterior Furniture and Fixtures. Notwithstanding any contrary provision of the Lease, Landlord hereby

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makes no representations or warranties regarding the Exterior Furniture and Fixtures, and Tenant acknowledges that the Exterior Furniture and Fixtures shall be transferred, pursuant to a commercially reasonable bill of sale for consideration of $1.00, on an “AS IS”, “WHERE IS”, “WITH ALL FAULTS” basis, and without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever, including, but not limited to, any warranty of title, fitness for a particular purpose or merchantability, and Landlord shall have no liability or obligation with respect to the condition thereof or for any maintenance and repairs required thereto. Tenant shall comply with all laws, statutes, ordinances or other governmental rules, regulations or requirements with respect to such Exterior Improvements and Exterior Furniture and Fixtures. Tenant, at Tenant's sole cost and expense, shall keep the Exterior Furniture and Fixtures in good and clean condition and repair throughout the Extended Term, as the same may be extended. Tenant acknowledges that use of the Exterior Expansion Premises carries with it certain inherent risks that it may not be possible to eliminate regardless of the care taken to avoid injuries, and Tenant hereby assumes all risks associated with the use of the Exterior Expansion Premises by Tenant.

7.3
Existing Pergola. Landlord and Tenant acknowledge and agree that, as of the date hereof, the Exterior Expansion Premises includes an existing pergola structure (the “Existing Pergola”), and that such Existing Pergola was only permitted by the applicable authorities because it includes certain solar panels attached thereto (the “Solar Panels”). Notwithstanding anything in the Lease or this Fifth Amendment to the contrary, (a) Tenant shall be solely responsible, at its sole cost and expense, for the repair and maintenance of such Solar Panels commencing on the Extension Commencement Date and continuing through the Extended Term, and (b) Tenant shall receive the sole financial benefit derived from such Solar Panels by way of net metering, credits against Tenant’s electrical utility charges or similar methods to allocate the financial benefit of such Solar Panels. Furthermore, to the extent that such Solar Panels become non-functional during such period, Tenant shall be solely responsible, at its sole cost and expense, for either (i) repairing and/or replacing such Solar Panels, or (ii) demolishing the Existing Pergola. To the extent that Tenant elects to demolish the Existing Pergola, any such

demolition shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed (provided it shall be deemed reasonable for Landlord to withhold its consent if, pursuant to applicable Laws, the demolition of the Existing Pergola would impact the certificate of occupancy (or its legal equivalent) of the Building or the Premises (including the Expansion Premises), or would impact the permitted use of the Premises (including the Expansion Premises)), and Tenant shall coordinate with Landlord to ensure that such demolition is completed in a safe and expeditious manner, as determined by Landlord in its reasonable discretion.

7.4
Window Washing/Window Washing Equipment. Notwithstanding anything to the contrary set forth in the Lease or in this Fifth Amendment, when furnishing exterior Building window washing services, or other maintenance to the exterior of the Building, Landlord shall have the right, from time-to-time, to (i) use the Exterior Expansion Premises to support the window washing scaffolding and equipment (including, without limitation, the insertion of the davits into the davit receptacles located on the Exterior Expansion Premises) to the extent reasonably required to perform such window washing service or other maintenance,

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and (ii) bring its personnel and window washing equipment and/or other equipment, through those portions of the Premises located on the fourteenth (14th) floor of the Building, in order to access the Exterior Expansion Premises. Landlord shall additionally have the right to use such Exterior Expansion Premises to employ such personnel and window washing equipment in the washing of the exterior Building windows and in performing other exterior maintenance to the Building. Notwithstanding the foregoing, to the extent reasonably practical under the circumstances, Landlord shall coordinate such use and access of the Exterior Expansion Premises with Tenant in order to minimize interference with Tenant’s use of the Exterior Expansion Premises. Tenant hereby acknowledges that a window washing or other Building maintenance cycle may take several weeks to complete, and that Landlord shall have the right to store such window washing equipment and/or other equipment being used during such a cycle on the Exterior Expansion Premises; provided, however, as soon as reasonably practical following the completion of each window washing or Building maintenance cycle performed by Landlord, Landlord shall relocate the window washing scaffolding and other equipment to an alternative location. Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with Landlord’s use and access of the Exterior Expansion Premises; provided that the foregoing shall not limit Landlord's liability, if any, pursuant to applicable law (but subject to the terms of Sections 9.7 and 22.18 of the Original Lease) for personal injury and property damage to the extent caused by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors.
7.5
Other Tenants. Notwithstanding any contrary provision contained in this Lease, any use of the Exterior Expansion Premises which may materially interfere with other tenant of the Building (including, without limitation, an event which includes the playing of amplified music) shall be subject to Landlord's prior approval, the terms and conditions of the Lease, as amended, and in compliance with all applicable Laws and Landlord’s reasonable rules and regulations.
8.
Existing Tenant. Tenant hereby acknowledges that the Expansion Premises are currently occupied by an existing tenant (the “Existing Tenant”). Accordingly, although Landlord anticipates that Landlord shall deliver the Expansion Premises to Tenant on or about April 1, 2026 (the “Anticipated Delivery Date”), Landlord shall have no obligation to deliver the Expansion Premises to Tenant by the Anticipated Delivery Date and, subject to the terms of Section 8.1, below, Landlord shall have no liability to Tenant for any damages resulting from any delay in delivering possession of the Expansion Premises to Tenant by the Anticipated Delivery Date or on any other particular delivery date as may be designated by Landlord. In no event shall Landlord deliver the Expansion Premises to Tenant before the Anticipated Delivery Date.
8.1
Occurrence of Expansion Space Delivery Date. Landlord shall use commercially reasonable, good faith efforts to tender possession of the Expansion Space to on the Anticipated Delivery Date (the date Landlord actually tenders passion of the Expansion Space to Tenant shall be known as the “Expansion Space Delivery Date”).
8.1.1
Outside Date of Expansion Space Delivery Date. If Landlord does not cause the Expansion Space Delivery Date to occur on or before September 1, 2026 (the "Outside Date"), then the sole remedy of Tenant for such failure shall be the right to deliver a notice to Landlord (a "Expansion Space Termination Notice") electing to terminate the Lease

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with respect to the Expansion Space only effective upon the date occurring five (5) business days following receipt by Landlord of the Expansion Space Termination Notice (the "Effective Date"). The Expansion Space Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date (as the same may be extended pursuant to the terms of Section 8.1.3, below) nor later than five (5) business days after the Outside Date. The effectiveness of any such Expansion Space Termination Notice delivered by Tenant to Landlord shall be governed by the terms of this Section 8.1.
8.1.2
Extension of Outside Date After Delivery of the Expansion Space Termination Notice. If Tenant delivers an Expansion Space Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Effective Date for a period ending thirty (30) days after the Effective Date by delivering written notice to Tenant, prior to the Effective Date, that, in Landlord's reasonable, good faith judgment, the Expansion Space Delivery Date will occur within thirty (30) days after the Effective Date (the "Termination Extension Notice"). If the Expansion Space Delivery Date occurs within such thirty (30) day suspension period, then the Expansion Space Termination Notice shall be of no force or effect, but if the Expansion Space Delivery Date does not occur within such thirty (30) day suspension period, then the Lease shall terminate with respect to the Expansion Space only upon the expiration of such thirty (30) day suspension period.
8.1.3
Extension of Outside Date Prior to the Delivery of Expansion Space Termination Notice. If, prior to the Outside Date, Landlord determines that the Expansion Space Delivery Date will not occur by the Outside Date, then Landlord shall have the right to deliver a written notice to Tenant stating Landlord's opinion as to the date by which the Expansion Space Delivery Date will occur, and Tenant shall be required, within five (5) business days after receipt of such notice, to deliver a notice to Landlord pursuant to which Tenant shall elect either

(i) to terminate the Lease with respect to the Expansion Space only, in which case the Lease shall

terminate and be of no further force or effect with respect to the Expansion Space only upon Landlord's receipt of such notice, or (ii) to agree to extend the Outside Date to that date set forth in Landlord's notice to Tenant. Failure by Tenant to deliver such notice or to make such election shall be deemed to be Tenant's agreement to extend the Outside Date to that date set forth in Landlord's notice to Tenant.

8.1.4
Other Terms. The Effective Date and the Outside Date shall be extended to the extent of any delays beyond the reasonable control of Landlord, including any delay or delays caused by "Force Majeure Causes," as that term is defined in Section 21 of the Original Lease. Upon any termination of the Lease with respect to the Expansion Space only as set forth in this Section 8.1, (i) Landlord and Tenant shall be relieved from any and all liability to each other resulting hereunder with respect to the Expansion Space only, and (ii) Landlord and Tenant shall remain liability to each other pursuant to the Lease, as amended hereby, with respect to the Existing Premises. Tenant's rights to terminate the Lease with respect to the Expansion Space only, as set forth in this Section 8.1, shall be Tenant's sole and exclusive remedy at law or in equity for the failure of the Expansion Space Delivery Date to occur as set forth above.
9.
Termination Right.
9.1
Exercise of Termination Right. Tenant shall have the one-time right (the "Termination Right") to terminate and cancel the Lease, as amended, with respect to the entire

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Premises effective as of 11: 59 p.m. on August 31, 2034 (the "Termination Date"), provided that, (i) not later than June 1, 2033, Landlord receives written notice from Tenant (the "Termination Notice") that Tenant intends to terminate the Lease with respect to the entire Premises pursuant to the terms of this Section 9, and (ii) concurrently with Tenant’s delivery of the Termination Notice, Tenant delivers to Landlord cash in the amount of the "Termination Fee," as that term is defined below, as consideration for such early termination. If Tenant does not timely pay the Termination Fee, then Tenant’s exercise of the right to terminate as set forth herein shall be deemed to be void. Upon Tenant's delivery of the Termination Notice to Landlord, all of Tenant's rights under Sections 10, 11 and 12 of this Fifth Amendment shall automatically terminate and be of no further force and effect regardless of whether the Lease thereafter shall be terminated. As used in this Fifth Amendment, the "Termination Fee" shall be equal to the sum of (A) the total amount of Base Rent and estimated Tenant's Share of Operating Costs that Tenant would have been obligated to pay, if the Lease had not been terminated, during the initial three

(3) full calendar months following the Termination Date, and (B) the "Unamortized Costs" as that term is defined, below. For purposes of this Section 9, the "Unamortized Costs" shall be equal to unamortized amount, as of the Termination Date, of the sum of the following costs paid or incurred by Landlord with respect to the Premises on or before the Termination Date:

(a) brokerage commissions paid by Landlord hereunder or otherwise; (b) the Tenant Improvement Allowance provided hereunder, (c) the amount of the Base Rent Abatement, and

(d) the difference between (x) the Base Rent that would have been applicable to the Existing Premises prior to this Fifth Amendment, and (y) the Base Rent for the Existing Premises pursuant to this Fifth Amendment, during the period from September 1, 2025 through December 26, 2026. The Unamortized Costs shall be amortized on a straight line basis over the period from the

expiration of the Base Rent Abatement Period through and including the scheduled Extended Expiration Date at eight percent (8%) interest per annum over such period.

9.2
Termination of Lease. Provided that Tenant timely elects to terminate the Lease in accordance with Section 9, above, the Lease shall automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under the Lease as of the Termination Date, except with respect to those obligations set forth in the Lease which specifically survive the expiration or earlier termination of the Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under the Lease and the obligation of Landlord to reconcile and reimburse Tenant for overpayments. The termination right contained in this Section 9 shall be personal to the originally named Tenant herein ("Original Tenant"), and Permitted Transferee that is an assignee of Original Tenant’s entire interest in the Lease (a “Permitted Transferee Assignee”) and may only be exercised by Original Tenant or any Permitted Transferee Assignee.
9.3
No Tenant Default. Notwithstanding anything to the contrary contained in this Section 9, Tenant shall have no right to exercise the termination right set forth in this Section 9 if Tenant is in default under the Lease, beyond any applicable notice and cure period expressly set forth in the Lease, as of the date of Tenant's delivery to Landlord of the Termination Notice.
9.4
Termination of Termination Right. If Tenant exercises the Right of First Offer set forth in Section 12 below, the Termination Right contained in this Section 9 shall become immediately void and of no further force and effect.

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10.
Contraction Option.
10.1
Exercise of Contraction Option. Tenant shall have the one-time option (the "Contraction Option") to reduce the Premises by no less than one (1) floor as designated by Tenant (the "Contraction Space"), provided that, the eleventh (11th) Floor shall be included in such Contraction Space and any additional Contraction Space must be contiguous to the eleventh (11th) Floor, effective as of 11:59 p.m. on August 31, 2034 (the "Contraction Date"); provided that, (i) not later than June 1, 2033, Landlord receives written notice from Tenant (the "Contraction Notice") of Tenant's election to exercise the Contraction Option, and (ii) concurrently with Tenant’s delivery of the Termination Notice, Tenant delivers to Landlord cash in the amount of the "Contraction Fee" (as defined below in Section 10.2), as consideration for such early termination. The Contraction Notice shall identify the floor(s) of the Premises which will constitute the Contraction Space.
10.2
Contraction Fee. As used in this Fifth Amendment, the "Contraction Fee" shall be equal to the sum of (A) the total amount of Base Rent and estimated Tenant's Share of Operating Costs that Tenant would have been obligated to pay for the Contraction Space, if the Premises had not been contracted, during the initial three (3) full calendar months following the Contraction Date and (B) the Unamortized Costs, reduced proportionately (based on the ratio of

(a) the rentable square feet of the Contraction Space as the numerator, and (b) the rentable square feet of the entire Premises as the denominator) to reflect that the Contraction Space is less than the entire Premises.

10.3
Modifications to Lease. In the event that Tenant exercises the Contraction Option, from and after the Contraction Date, the Lease shall be deemed modified as follows:
10.3.1
The term "Premises" shall be deemed to be and to mean the portion of the Premises not containing the "Contraction Space" (the "Contracted Premises");
10.3.2
The Base Rent shall be decreased by an amount determined by multiplying the number of rentable square feet in the Contraction Space times the square foot rate for monthly Base Rent for the Premises set forth in Section 4 of this Fifth Amendment; and
10.3.3
Tenant's Share of Operating Costs shall be a percentage equal to the actual number of rentable square feet in the Contracted Premises divided by the number of rentable square feet in the Building.
10.3.4
In the event that Contracted Premises contains less than two (2) full floors of the Building, Tenant acknowledges and agrees that it shall forfeit its right to any and all exterior signage on the Building, and in connection therewith, Tenant shall remove any and all such exterior signage in accordance with the terms and conditions of Article 20 of the Original Lease.
10.4
Surrender of Contraction Space. Tenant shall surrender the Contraction Space by the Contraction Date in the manner provided in the Lease.
10.5
No Tenant Default. Notwithstanding anything to the contrary contained in this Section 10, Tenant shall have no right to exercise the Contraction Option set forth in this Section 10 if Tenant is in default under the Lease, beyond any applicable notice and cure period

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expressly set forth in the Lease, as of the date of Tenant's delivery to Landlord of the Termination Notice.
10.6
Termination of Contraction Option. If Tenant exercises the Right of First Offer set forth in Section 12 below, the Contraction Option contained in this Section 10 shall become immediately void and of no further force and effect.
11.
Option to Extend. Landlord hereby grants Original Tenant and any Permitted Transferee Assignee the option to extend the Extended Term for two (2) consecutive periods of five (5) years on the same terms and conditions as the Options to Extend set forth in Section 2.2 of the Original Lease, provided that, (i) all references therein to Premises shall mean and refer to the Existing Premises as expanded by the Expansion Premises, and (ii) all references therein to Initial Term shall mean and refer to the Extended Term.
12.
Right of First Offer. Notwithstanding anything in the Lease to the contrary, the Right of First Notice with respect to the tenth (10th) floor of the Building set forth in Section 1.1.1 of the Original Lease is hereby deleted in its entirety and of no further force or effect. Instead, Landlord hereby grants to the Original Tenant and any Permitted Transferee Assignee an ongoing right of first offer (the "Right of First Offer") with respect to the tenth (10th) floor of the Building (the "First Offer Space"). Notwithstanding the foregoing, such first offer right of Tenant shall commence only following the expiration or earlier termination of the existing leases (including

renewals and extensions thereof, but only to the extent such renewals or extensions are set forth in such existing leases as of the date of this Fifth Amendment) of the existing tenants of the First Offer Space, and such right of first offer shall be subordinate to all rights of other existing tenants of the Property as of the date of this Fifth Amendment, which rights relate to the First Offer Space and which rights are set forth in leases of space in the Property existing as of the date hereof, each including any renewal, extension, expansion, first offer, first negotiation and other similar rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to lease amendments or new leases (all such tenants under existing leases of the First Offer Space and other tenants of the Property, collectively, the "Superior Right Holders"). Tenant's right of first offer shall be on the terms and conditions set forth in this Section 12, and Tenant shall not have any right of first offer, right of first refusal, or other expansion rights except as set forth in this Section 12.

12.1
Procedure for Offer. Landlord shall notify Tenant (a "First Offer Notice") from time to time when the First Offer Space or any portion thereof becomes "Available," as that term is defined hereinbelow, for lease to third parties, provided that no Superior Right Holder wishes to lease such space, subject to the terms set forth in Section 12, above. Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the then available First Offer Space. A First Offer Notice shall describe the space so offered to Tenant and shall set forth the "First Offer Rent," as that term is defined below, and the other economic terms upon which Landlord is willing to lease such space to Tenant (including rent concessions or abatements, landlord work and tenant work allowances, if any). The rentable square footage of the space so offered to Tenant shall be as set forth in the First Offer Notice. For purposes of this Section 12, the First Offer Space, or a portion thereof, shall be deemed to become "Available" when Landlord has determined, or reasonably anticipates, that the third-party tenant of such First Offer Space, or a portion thereof, will not extend or renew the term of its lease, or enter into a new lease, for such First Offer Space, or a portion thereof, or if such lease is, or Landlord reasonably anticipated that such lease will be,

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terminated prior to its then scheduled expiration date. Any portion of the First Offer Space that is vacant as of the date of this Fifth Amendment shall not be deemed Available until the expiration or earlier termination of the first (1st) lease entered into by Landlord with a third-party tenant with respect to such space after the Effective Date.
12.2
Procedure for Acceptance. If Tenant wishes to exercise Tenant's Right of First Offer with respect to the space described in a First Offer Notice, then within seven (7) business days of delivery of such First Offer Notice to Tenant (the “Tenant Exercise Period”), Tenant shall deliver notice to Landlord of Tenant's intention to exercise its Right of First Offer with respect to the entire space described in such First Offer Notice on the terms contained therein. If Tenant does not so notify Landlord within the seven (7) business day period, then Landlord shall be free to lease the space described in such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires, subject to Section 12 above. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Right of First Offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof. If Tenant does not exercise its Right of First Offer with respect to all of the space described in a First Offer Notice or if Tenant fails to respond to a First Offer Notice within seven (7) business days of delivery thereof, then Tenant's Right of First Offer as set forth in this Section 12.2 shall terminate as to all of the space described in such First Offer

Notice; provided, however, that if Landlord shall fail to lease such First Offer Space to a third party within twelve (12) months following the expiration of the Tenant Exercise Period, then Landlord shall again be obligated to deliver to Tenant a First Offer Notice in connection with such First Offer Space in accordance with the terms of this Section 12.2.

12.3
First Offer Space Rent. The Base Rent payable by Tenant for the First Offer Space (the "First Offer Rent") shall be equal to the "Market Rent" (as defined in Section 3.2 of the Original Lease) for the First Offer Space, pursuant to transactions consummated within the twelve (12)-month period preceding the "First Offer Commencement Date," as that term is defined below.
12.4
Construction in First Offer Space. Subject to the terms of the applicable First Offer Notice, including without limitation any improvements to be constructed in the First Offer Space or allowances in lieu thereof set forth in the First Offer Notice, Tenant shall accept the First Offer Space in its then existing "as is" condition. The construction of improvements in the First Offer Space shall comply with the terms Section 8.4 of the Original Lease.
12.5
Amendment to Lease. If Tenant timely exercises Tenant's right to lease First Offer Space as set forth herein, then, within thirty (30) days thereafter, Landlord and Tenant shall use all commercially reasonable efforts to execute an amendment (the "First Offer Amendment") adding such First Offer Space to the Premises upon the terms and conditions as set forth in the First Offer Notice therefor and this Section 12. Subject to any of the economic terms set forth in the First Offer Notice (including any rent abatements), and any delays due to Force Majeure Causes as set forth in Section 21 of the Original Lease, Tenant shall commence payment of Rent (i.e., Base Rent and Tenant's Share of Operating Costs) for such First Offer Space and the term of such First Offer Space shall commence upon the date of delivery of such First Offer Space to Tenant (the "First Offer Commencement Date") and terminate coterminously with the Premises (i.e., on the Extension Commencement Date, as the same may be extended); provided Tenant shall not have the right to lease all or any portion of the First Offer

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Space if the First Offer Commencement Date is anticipated to occur after the date that is thirty-six (36) full calendar months prior to the scheduled expiration of the Extension Commencement Date, as the same may be extended; provided further that if the First Offer Commencement Date is anticipated to occur after the date that is thirty-six (36) full calendar months prior to the scheduled expiration of the Extension Commencement Date, then Tenant may exercise its right to lease such First Offer Space if Tenant, concurrently with exercise of such right, irrevocably exercises it right to extend the Extended Term (to the extent Tenant then has an unexpired right to extend the Extended Term pursuant to Section 11, above).
12.6
Termination of Right of First Offer. The rights contained in this Section 12 shall be personal to Original Tenant and any Permitted Transferee Assignees, and may only be exercised by Original Tenant or any Permitted Transferee Assignee, if Original Tenant or any Permitted Transferee Assignee occupies not less than two (2) full floors of the Premises. Tenant shall not have the right to lease the First Offer Space, as provided in this Section 12, if, as of the date of the attempted exercise of any right of first offer by Tenant, as of the date Landlord and Tenant execute the First Offer Amendment, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default under the Lease, as amended, beyond any applicable notice and cure period expressly set forth in the Lease (the "Option Conditions");

provided Landlord shall have the right to waive the Option Conditions in Landlord's sole discretion.

13.
Parking. Notwithstanding anything to the contrary in Section 7 of the Original Lease, during the Extended Term, Tenant shall have the right to purchase from Landlord up to seventy-six (76) Parking Passes (the “Maximum Parking Passes”) at the market rate established by Landlord from time to time for the applicable type of permit, plus any tax or assessment imposed by any governmental authority in connection with such parking privileges; provided, however, during the Extended Term, in no event shall Tenant purchase from Landlord less than fifty-six (56) Parking Passes (the “Minimum Parking Passes”). Notwithstanding anything in the Lease to the contrary, to the extent that Tenant elects to purchase more than the Minimum Parking Passes at any time during the Extended Term, the amount of Minimum Parking Passes that Tenant is required to purchase hereunder shall be increased to include such additional Parking Passes, such that Tenant shall remain obligated to purchase such additional Parking Passes for the remainder of the Extended Term. In addition, notwithstanding anything to the contrary in Section 7 of the Original Lease, during the Extended Term only, Tenant shall be permitted to allow its employees to share the Parking Passes (such that the Parking Passes shall not be assigned to any particular employee); provided, however, that in all events the total number of Parking Passes purchased by Tenant shall not be less than the Minimum Parking Passes or more than the Maximum Parking Passes.
14.
No Right to Reduce Letter of Credit or Security Deposit. Landlord and Tenant acknowledge and agree that Landlord is currently holding a Letter of Credit as security for Tenant’s obligations under the Lease, as amended, in the amount of $527,947.08. Notwithstanding anything in the Lease to the contrary, including, without limitation, Article 4 of the Original Lease, in no event shall the amount of the Letter of Credit be reduced at any time following Effective Date hereof.
15.
Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Fifth

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Amendment other than Jones Lang LaSalle, representing Landlord, and CBRE, Inc., representing Tenant (collectively, the "Brokers"), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Fifth Amendment other than the Brokers. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent other than the Brokers occurring by, through, or under the indemnifying party. The terms of this Section 14 shall survive the expiration or earlier termination of the term of the Lease.
16.
Notices. Effective as of the Effective Date, Landlord's address for purposes of Section 18 of the Original Lease shall be as follows:

Landlord: 400 Fairview Avenue LLC

c/o Pembroke Real Estate LLC

255 State Street

Boston, MA 02109 Attention: Asset Manager

With a copy to:

 

Pembroke Real Estate LLC 255 State Street

Boston, MA 02109 Attention: General Counsel

and

 

Allen Matkins Leck Gamble Mallory & Natsis LLP 1901 Avenue of the Stars, Suite 1800

Los Angeles, California 90067 Attention: Anton N. Natsis, Esq.

17.
Counterparts; Digital Image. This Fifth Amendment may be executed in any number of counterparts, and all such counterparts, when taken together, shall be deemed to constitute one and the same instrument. The parties hereto consent and agree that this Fifth Amendment may be signed and/or transmitted by facsimile, e-mail of a .pdf document or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), and that such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party's handwritten signature. The parties further consent and agree that (i) to the extent a party signs this Fifth Amendment using electronic signature technology, by clicking "SIGN", such party is signing this Fifth Amendment electronically, and (ii) the electronic signatures appearing on this Fifth Amendment shall be treated, for purposes of validity, enforceability and admissibility, the same as handwritten signatures.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the date and year first above written.

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LANDLORD: 400 FAIRVIEW AVENUE LLC,

a Delaware limited liability company

 

By: /s/ Mark Takeuchi

Name: Mark Takeuchi

Its: Authorized signatory

 

TENANT: IMPINJ, INC.,

a Delaware corporation

 

By: /s/ Cary Baker

Name: Cary Baker

Its: CFO

 

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EXHIBIT A

OUTLINE OF EXPANSION PREMISES

 

img107188429_0.jpg

EXHIBIT B TENANT WORK LETTER

This Tenant Work Letter shall set forth the terms and conditions relating to the construction of the tenant improvements in the Premises. This Tenant Work Letter is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Tenant Work Letter to Articles or Sections of the Fifth Amendment" shall mean the relevant portions of the Fifth Amendment to which this Tenant Work Letter is attached as Exhibit B and of which this Tenant Work Letter forms a part, all references in this Tenant Work Letter to Articles or Sections of the "Lease" shall mean the Original Lease referenced in Recital A of the Fifth Amendment, and all references in this Tenant Work Letter to Sections of "this Tenant Work Letter" shall mean the relevant portion of Sections 1 through 5 of this Tenant Work Letter. The term "Premises" as used in this Tenant Work Letter shall mean only the Expansion Premises.

SECTION 1

DELIVERY OF THE PREMISES AND BASE BUILDING

1.1
Base, Shell and Core. Landlord has constructed, at its sole cost and expense, the "Base Building" (as that term is defined hereinbelow) and the base, shell, and core of (and all Building HVAC, electrical, and plumbing systems servicing) (i) the Premises and (ii) the floor of the Building in which the Premises is located (collectively, the "Base, Shell, and Core"). The Base, Shell and Core shall consist of those portions of the Premises which were in existence prior to the construction of the tenant improvements in the Premises for the prior tenant of the Premises. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, Tenant shall continue to accept the Base, Shell and Core from Landlord in their presently existing, "as-is" condition.

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1.2
Expansion Space Delivery Condition. Landlord shall deliver (a) the Exterior Expansion Premises to Tenant, and Tenant shall accept the Exterior Expansion Premises from Landlord in its presently existing, "as-is" condition, provided that, in addition to Landlord’s obligation to cause the Exterior Expansion Premises to be legally used for general office (as opposed to retail/restaurant) use pursuant to Section 7 of the Fifth Amendment, Landlord shall perform all code compliance work (including without limitation compliance with any local enactments of the Americans with Disability Act) to the Base Building portion of the Exterior Expansion Premises, and the common area (including restrooms) located on the fourteenth (14th) floor of the Building, to the extent necessary for Tenant to obtain a certificate of occupancy or its legal equivalent for the Exterior Expansion Premises for general office use (assuming a normal and customary general office occupancy density), and (b) the Interior Expansion Premises to Tenant, and Tenant shall accept the Interior Expansion Premises from Landlord in its presently existing, “as-is” condition, provided that, in addition to Landlord’s obligation to cause the Interior Expansion Premises to be legally used for general office (as opposed to retail/restaurant) use pursuant to Section 7 of the Fifth Amendment, Landlord shall perform all code compliance work

(including without limitation compliance with any local enactments of the Americans with Disability Act) to the Base Building portion of the Interior Expansion Premises, and the common area (including restrooms) located on the fourteenth (14th) floor of the Building, to the extent necessary for Tenant to obtain a certificate of occupancy or its legal equivalent for the Exterior Expansion Premises for general office use (assuming a normal and customary general office occupancy density), and the “Landlord Work" (as such term is defined below) shall be substantially completed. The conditions for Landlord’s delivery of the Expansion Premises to Tenant as set forth in the immediately preceding sentence shall be known as the “Expansion Space Delivery Condition.” The "Base Building" shall mean the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor on which the Premises is located. As used herein “Landlord Work” shall mean removing all existing tenant improvements in the Interior Expansion Premises, such that the Interior Expansion Premises is in shell condition; provided, however, Tenant hereby acknowledges that as part of removing all existing improvements in the Interior Expansion Premises, Landlord shall remove the existing gas lines to the Exterior Expansion Premises, and as a result of such removal there will be no gas hookups in the Exterior Expansion Premises, and Landlord hereby acknowledges that Tenant may, at Tenant’s option, include any existing furniture, fixtures and/or equipment located on or in the Exterior Expansion Premises that utilize such gas lines in the list of Rejected Exterior Furniture and Fixtures.

1.3 Landlord’s Cooperation with Tenant’s Construction of the Tenant Improvements. Notwithstanding anything set forth in the Lease or the Fifth Amendment to the contrary, Landlord shall actively and reasonably cooperate in supporting Tenant’s construction of the Tenant Improvements in accordance with Building rules and regulations, which cooperation shall include providing after-hours access to the Building, coordinating Tenant’s use of the Building’s freight elevator and loading dock, expediting to the extent reasonably practical Tenant’s security and contractor credentialing, and coordinating Tenant’s tie-ins of the Tenant Improvements to Base Building systems and equipment (e.g., HVAC, electrical fire/safety).

SECTION 2

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TENANT IMPROVEMENTS

2.1
Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the "Tenant Improvement Allowance") in the amount of up to

$5,004,675.00 (i.e. $65.00 per rentable square foot of the Premises times 76,995 rentable square feet) for the costs relating to the design and construction of Tenant's improvements and Tenant's purchase of related furnishings, fixtures and equipment, as more specifically set forth in Section 2.2.1, below (the "Tenant Improvements"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Except as specifically provided in Section 2.1.1 below, in the event that the Tenant Improvement Allowance is not fully utilized by Tenant on or before July 31, 2028 (the "Allowance Deadline Date"), then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. All Tenant Improvements, excluding any furniture purchased pursuant to Section 2.2.1.7, below, that is not attached to the Base Building, for which

the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant prior to the end of the Extended Term, or given following any earlier termination of the Lease, require Tenant, at Tenant's expense, to remove any Tenant Improvements, and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installment of such Tenant Improvements; provided; however, that notwithstanding the foregoing, upon request by Tenant at the time of Tenant's request for Landlord's consent to the Final Working Drawings, Landlord shall notify Tenant whether all or any portion of the Tenant Improvements will be required to be removed pursuant to the terms of this Section 2.1. In no event shall more than fifty percent (50%) of the Tenant Improvement Allowance (i.e., $2,502,337.50) be used for FF&E and/or Professional Fees (as those terms are defined in Section 2.2.1 below).

2.1.1
Unused Tenant Improvement Allowance. Except as provided below, no portion of the Tenant Improvement Allowance, if any, remaining after the construction of the Tenant Improvements shall be available for use by Tenant. Provided that Tenant is not then in default under the Lease, as amended (beyond applicable notice and cure periods), then upon written notice to Landlord delivered prior to the Allowance Deadline Date, Tenant shall be entitled to utilize up to amount of $2,502,337.50 of the Tenant Improvement Allowance (i.e., fifty percent (50%) of the Tenant Improvement Allowance) (the "Max Conversion Amount") which remains unrequested, unused and unallocated as a credit to the monthly installment of Base Rent next due under the Lease (following the later to occur of one hundred twenty (120) days after Landlord’s receipt of such written notice or the expiration of the Base Rent Abatement set forth in Section 4.4 of this Fifth Amendment) until such amount so request by Tenant is fully used until such time as such unrequested, unused and unallocated Tenant Improvement Allowance (up to the Max Conversion Amount) is fully applied. In no event shall (i) Landlord be obligated to pay for Tenant Improvements or provide a credit against monthly installment of Base Rent at the request of Tenant in an aggregate amount that exceeds the Max Conversion Amount, and (ii) the unused Tenant Improvement Allowance be applied as a credit towards more than fifty percent (50%) of the monthly installment of Base Rent next due and owing (it being understood that any such unused credit shall be applied to succeeding monthly installment of Base Rent (subject to said monthly maximum) until such time as the entire amount so requested by Tenant (up to Max Conversion Amount) is utilized, notwithstanding that such credit may not have been fully utilized as of the Allowance Deadline Date and may continue to be applied after the Allowance Deadline Date until

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it is fully utilized).
2.2
Disbursement of the Tenant Improvement Allowance.
2.2.1
Tenant Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord only for the following items and costs (collectively the "Tenant Improvement Allowance Items"):
2.2.1.1
Payment of the fees of the "Architect" and the "Engineers," as those terms are defined in Section 3.1 of this Tenant Work Letter (the “Professional Fees”), which Professional Fees, in combination with the costs of the FF&E (as that term is defined in Section 2.2.1.7, below), shall not exceed more than fifty percent (50%) of the Tenant Improvement Allowance (i.e., $2,502,337.50) in the aggregate, and payment of the fees incurred by, and the cost

of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the "Construction Drawings," as that term is defined in Section 3.1 of this Tenant Work Letter;

2.2.1.2
The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;
2.2.1.3
The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, service elevator usage, hoisting and trash removal costs, and contractors' fees and general conditions;
2.2.1.4
The cost of any changes in the Base Building when such changes are required by the Construction Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith;
2.2.1.5
The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable building codes (the "Code");
2.2.1.6
The cost of connection of the Premises to the Building's energy

management systems;

2.2.1.7
The cost of purchasing and installing cabling, security,

audiovisual, signage, furniture, trade fixtures and equipment (collectively, “FF&E”) in the Premises, and the cost of Professional Fees, not exceed more than fifty percent (50%) of the Tenant Improvement Allowance (i.e., $2,502,337.50) in the aggregate;

2.2.1.8
The cost of the "Project Management Fee," as that term is defined in Section 4.2.2 of this Tenant Work Letter;
2.2.1.9
Sales and use taxes and Title 24 fees; and
2.2.1.10
All other actual and reasonable out-of-pocket costs incurred by Landlord in connection with the Tenant Improvements.
2.2.2
Disbursement of Tenant Improvement Allowance. During the construction

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of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows.
2.2.2.1
Monthly Disbursements. After Tenant has paid all reasonably anticipated costs in excess of the Tenant Improvement Allowance, Tenant may submit monthly draw requests and Landlord shall disburse a portion of the Tenant Improvement Allowance to Tenant on a monthly basis (subject to a retainage from each draw equal to 5% of the requested amount) within thirty (30) days after receipt of the draw request provided that each such draw request includes: (i) paid invoices and any other documentation reasonably required by Landlord to demonstrate proof of Tenant’s prior payment of all costs and expenses for which reimbursement is sought, (ii) conditional lien releases from the general contractor and each subcontractor and

supplier who will be paid from the draw and a unconditional lien release from all contractors, subcontractors and suppliers with respect to all amounts that were to have been paid from any prior draw, and (iii) all other information reasonably requested by Landlord. Thereafter, Landlord shall deliver a check to Tenant in payment of the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above (subject to a retainage from each draw equal to 5% of the requested amount, the aggregate amount of such retentions to be known as the "Final Retention")..

2.2.2.2
Final Retention. The final draw disbursement including the Final Retention shall be paid to Tenant within thirty (30) days after receipt of the final draw request and

(A) completion of Tenant Improvements in the entire Premises in accordance with the plans approved by Landlord, (B) Landlord's receipt of paid invoices and any other documentation reasonably required by Landlord for all costs and expenses for which reimbursement is sought, and (C) Landlord's receipt of final lien releases from all contractors, subcontractors and suppliers, and (D) Landlord receipt of as-built plans for the improvements and a copy of Tenant's certificate of occupancy (or legal equivalent). If Tenant does not provide all of the required lien releases, Landlord will not be required to disburse the final payment until all lien rights have expired in accordance with applicable laws. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be obligated to disburse any portion of the Tenant Improvement Allowance if:

(i) Landlord has received written notice of any unpaid claims relating to any portion of the work performed by or on behalf of Tenant or materials in connection therewith, other than claims which will be paid in full from such disbursement, (ii) there is an unbonded lien outstanding as a result of the work performed by Tenant, (iii) the conditions to the advance of the Tenant Improvement Allowance are not satisfied, or (iv) a default by Tenant is outstanding under the Lease beyond any applicable notice and cure period expressly set forth in the Lease. Tenant shall have the right to cure any lien claims (and failure to receive lien releases related to such lien claim) by procuring a bond that releases such lien claims from title.

2.2.2.3
Other Terms. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance to the extent costs are ultimately incurred by Tenant for Tenant Improvement Allowance Items.
2.3
Space Planning Allowance. Tenant shall be entitled to a space planning allowance in an amount up to Twenty Cents ($0.20) per rentable square foot of the Premises (i.e., $15,399.00 in the aggregate) toward the costs incurred by Tenant in connection with Tenant’s initial space planning for the Premises. Landlord shall pay such space planning allowance to the Architect upon receipt of such preliminary space plans from the Architect.

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SECTION 3 CONSTRUCTION DRAWINGS

3.1
Selection of Architect/Construction Drawings. Tenant shall retain the architect/space planner selected by Tenant and reasonably approved by Landlord (the "Architect") to prepare the "Construction Drawings," as that term is defined in this Section 3.1. Tenant shall retain the engineering consultants selected by Tenant and reasonably approved by Landlord (the "Engineers") to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work in the portions of the

Premises that are being remodeled, which work is not part of the Base Building. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the "Construction Drawings." Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord's review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant's waiver and indemnity set forth in the Lease shall specifically apply to the Construction Drawings.

3.2
Final Space Plan. Tenant shall send to Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan (the "Final Space Plan") shall include a layout and designation of all offices, rooms and other partitioning, their intended use, and a general description of the equipment to be contained therein for the portions of the Premises that are being remodeled. Landlord may make reasonable comments and corrections to the Final Space Plan and Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require. The same procedure shall be repeated until Landlord approves the Final Space Plan.
3.3
Final Working Drawings. Upon the approval of the Final Space Plan by Landlord and Tenant, Tenant shall promptly cause the Architect and the Engineers to complete the architectural and engineering drawings for the portions of the Premises that are being remodeled, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the "Final Working Drawings") and shall submit the same to Landlord for Landlord's approval. Tenant shall supply Landlord with one (1) full size print of the Final Working Drawings, and concurrently with Tenant's delivery of such hard copies, Tenant shall send to Landlord via electronic mail one (1) .pdf electronic copy of such Final Working Drawings. Landlord may make reasonable comments and corrections to the Final Working Drawings and Tenant shall promptly cause the Final Working Drawings to be revised to correct any deficiencies or other matters Landlord may reasonably require. The same procedure shall be repeated until Landlord approves the Final Working Drawings.

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3.4
Approved Working Drawings. The Final Working Drawings shall be approved by Landlord (the "Approved Working Drawings") prior to the commencement of construction of the Premises by Tenant. After approval by Landlord of the Final Working Drawings, Tenant may submit the same to the appropriate municipal authorities for all applicable building permits (the "Permits"). Tenant hereby agrees that neither Landlord nor Landlord's consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Premises and that obtaining the same shall be Tenant's responsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No

changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord, which consent may not be unreasonably withheld.

SECTION 4

CONSTRUCTION OF THE TENANT IMPROVEMENTS

4.1
Tenant's Selection of Contractors.
4.1.1
The Contractor. A general contractor shall be retained by Tenant to construct the Tenant Improvements. Such general contractor ("Contractor") shall be selected by Tenant subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed, and Tenant shall deliver to Landlord notice of its selection of the Contractor upon such selection.
4.1.2
Tenant's Agents. Any subcontractors, laborers, materialmen, and suppliers used by Tenant and present in the Building (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as "Tenant's Agents") shall be selected by Tenant subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. If Landlord does not approve any of Tenant's proposed subcontractors, laborers, materialmen or suppliers, Tenant shall submit other proposed subcontractors, laborers, materialmen or suppliers for Landlord's written approval.
4.2
Construction of Tenant Improvements by Tenant's Agents.
4.2.1
Construction Contract; Cost Budget. Prior to Tenant's execution of the construction contract and general conditions with Contractor (the "Contract"), Tenant shall submit the Contract to Landlord for its files. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with the final costs, prepared on a line-item by line-item basis as to general categories, to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the amount of the Contract (the "Final Costs").
4.2.2
Tenant's Agents.
4.2.2.1
Landlord's General Conditions for Tenant's Agents and Tenant Improvement Work. Tenant's and Tenant's Agent's construction of the Tenant Improvements shall comply with the following: (i) the Tenant Improvements shall be constructed in strict accordance with the Approved Working Drawings; (ii) Landlord's reasonable, non-discriminatory rules and

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regulations for the construction of improvements in the Building, (iii) Tenant's Agents shall submit schedules of all work relating to the Tenant's Improvements to Contractor and Contractor shall, within ten (10) business days of receipt thereof, inform Tenant's Agents of any changes which are necessary thereto, and Tenant's Agents shall adhere to such corrected schedule; and (iv) Tenant shall abide by all rules made by Landlord's Building manager with respect to the use of loading dock and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Tenant Work Letter, including, without limitation, the construction of the Tenant Improvements. Tenant shall reimburse Landlord for any

actual and reasonable third-party out-of-pocket costs incurred by Landlord in connection with Tenant’s design and construction of the Tenant Improvements; provided, however, upon Tenant’s written request, Landlord shall provide an estimate of any such out-of-pocket expenses; provided further, however, if any such out-of-pocket expense is reasonably estimated to exceed $20,000.00, then Landlord shall, whether or not it receives a written request from Tenant, provide such estimate to Tenant prior to Landlord incurring such expense and Tenant shall have the right to reasonably approve or disapprove such out-of-pocket expense, however if Tenant disapproves such out-of-pocket expense then Landlord shall have the right to disapprove the applicable portion of Tenant’s Construction Drawings and/or Tenant Improvements that prompted the need for Landlord to incur the out-of-pocket expense. In the event of a conflict between the Approved Working Drawings and Landlord's construction rules and regulations, Landlord, in its reasonable discretion, shall determine which shall prevail. If, after the date of this Fifth Amendment, Landlord and Tenant agree, in each party’s sole discretion, that Landlord shall directly retain the Contractor to construct the Tenant improvements (in lieu of Tenant retaining such Contractor), then Landlord and Tenant shall execute an amendment to the Lease whereby this Tenant Work Letter shall be restated on commercially reasonable terms (taking into consideration that Landlord, and not Tenant, shall retain the Contractor); provided, however, such amendment shall provide that in addition to paying Landlord’s actual and reasonable third-party out-of-pocket costs incurred by Landlord, Tenant shall pay a project management fee (the “Project Management Fee”) to Landlord in an amount equal to three percent (3%) of the so called “hard” costs of construction of the Tenant Improvements, which Project Management Fee shall be for services relating to the coordination and management of the Tenant Improvements. Notwithstanding the foregoing, Tenant shall not pay Landlord a construction management or oversight fee if Tenant retains the Contractor to construct the Tenant Improvements (as contemplated by this Tenant Work Letter).

4.2.2.2
Indemnity. In addition to the indemnity obligations of Tenant under the Lease, Tenant shall indemnify, defend and protect Landlord and hold Landlord harmless from and against any and all claims, proceedings, losses, costs, damages, fines, penalties, causes of action, liabilities, injuries or expenses to the extent arising out of or related to claims of injury to or death of persons or damage to property occurring or resulting directly or indirectly from the negligence or willful misconduct of Tenant, Tenant's contractors, subcontractors, materialmen, or representatives in or about the Premises or Building during the construction period, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; provided, however, Tenant shall not have any obligation pursuant to the foregoing to the extent such claim arises from the negligence or willful misconduct of Landlord, its employees and/or agents. The parties acknowledge that the foregoing was mutually negotiated by the parties. This indemnity shall survive the expiration or sooner termination of the Lease.
4.2.2.3
Requirements of Tenant's Agents. Each of Tenant's Agents shall guarantee to Tenant and for the benefit of Landlord that the portion of the Tenant Improvements

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for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Tenant's Agents shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the substantial completion of the work performed by such contractor or subcontractors. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant

Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the Contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant covenants to give to Landlord any assignment or other assurances which may be necessary to effect such right of direct enforcement.

4.2.2.4
Insurance Requirements. Tenant shall cause Tenant's contractor and all subcontractors to maintain all insurance required by Landlord for contractors working in the Building.
4.2.3
Governmental Compliance. The Tenant Improvements shall comply in all respects with the following: (i) the Code and other state, federal, city or quasi-governmental laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and (iii) building material manufacturer's specifications.
4.2.4
Inspection by Landlord. Landlord shall have the right to inspect the Tenant Improvements, provided however, that Landlord's failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Improvements constitute Landlord's approval of the same. Tenant shall cause any party performing any part of the Tenant Improvements to cooperate fully and promptly with Landlord. If Tenant fails to comply with Landlord's requests for cooperation then Landlord may require Tenant to cease work in the Premises. Should Landlord disapprove any portion of the Tenant Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any defects or deviations in, and/or disapproval by Landlord of, the Tenant Improvements shall be rectified by Tenant at no expense to Landlord.
4.2.5
Meetings. Prior to commencing work in the Premises, Tenant shall schedule a meeting with Landlord and its architect, Contractor and Architect to review in detail the scope of work, schedule. and procedures and other details to ensure that the work may proceed without material disturbance to Landlord or other tenants working on improvements in their premises. Thereafter, the same representatives shall meet as needed to plan and discuss progress. Landlord shall be entitled to participate in the regularly scheduled meetings with Tenant's construction team.
4.3
Copy of Record Set of Plans. At the conclusion of construction, (i) Tenant shall cause the Architect and/or Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, and (B) to certify to the best of their knowledge that the "record-set" of as-built drawings are true

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and correct, which certification shall survive the expiration or termination of the Lease, and

(ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises.

SECTION 5 MISCELLANEOUS

5.1
Tenant's Representative. Tenant has designated David Ling and Mike Murphy as its representatives with respect to the matters set forth in this Tenant Work Letter, each of whom shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work Letter.
5.2
Landlord's Representative. Landlord has designated Steven Smith as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.
5.3
Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. If any item requiring approval is timely disapproved by Landlord, the procedure for preparation of the document and approval thereof shall be repeated until the document is approved by Landlord.
5.4
Tenant's Lease Default. Notwithstanding any provision to the contrary contained in the Lease, if a monetary event of default as described in the Lease or this Tenant Work Letter has occurred at any time on or before the completion of the Premises, and such default continues beyond any applicable notice and cure period set forth in the Lease with regard to Tenant’s failure to make any payment as and when due, then Landlord may cause Contractor to cease the construction of the Premises (in which case, Tenant shall be responsible for any delay in the completion of the Premises caused by such work stoppage) until such monetary event of default has been cured.

 

5.5
Electronic Mail. Any notices, demands, statements or communications given, or required to be given, by one party to the other pursuant to this Tenant Work Letter (excluding, however, notices of default, which shall be given pursuant to Section 18 of the Original Lease to Landlord's or Tenant's most current notice addresses), may be given: (i) by e-mail to Tenant at "mailto:facilities-accounts@impinj.com", Attention: David Ling and Mike Murphy, and (ii) by e-mail to Landlord at "steven.smith@pembroke.com", Attention: Steven Smith; or such other e-mail address as Tenant or Landlord may provide to the other, in writing, as the case may be.

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IMPINJ, INC.

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (the “Amendment”) is made by and between Chris Diorio, Ph.D. (the “Executive”) and Impinj, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on December 19, 2025.

WITNESSETH:

WHEREAS, the Parties previously entered into an employment offer letter, dated March 16, 2007, as amended on each of December 19, 2008 and February 20, 2009 (the “Amended & Restated Diorio Employment Agreement”);

WHEREAS, the Company and Executive desire to amend the Amended & Restated Diorio Employment Agreement to modify Executive’s severance benefits entitlements in the event of certain terminations of Executive’s employment; and

WHEREAS, capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Amended & Restated Diorio Employment Agreement.

NOW, THEREFORE, for good and valuable consideration, Executive and the Company agree to further amend the Amended & Restated Diorio Employment Agreement, as follows:

1.
Section 7 of the Amended & Restated Diorio Employment Agreement is hereby amended and replaced in its entirety as follows:

 

“(a) Termination for other than Cause, Death or Disability or Resignation for Good Reason Outside of the CoC Period. If, other than within the period commencing three (3) months prior to a Change of Control and ending on the date that is twelve (12) months following a Change of Control (the “CoC Period”), either (i) the Company terminates Executive’s employment with the Company other than for Cause, death or Disability, or (ii) Executive resigns from his employment with the Company for Good Reason (in either case, a “Qualified Termination”), then, subject to Section 8, Executive will be entitled to receive:

(A) continuing payments of severance pay at a rate equal to his Base Salary rate, as then in effect, for twelve (12) months from the date of such termination in accordance with the Company’s normal payroll policies and subject to the usual, required withholdings,

(B) accelerated vesting of all outstanding time-based Awards as to the portion of any such Award which otherwise would vest on the date that is twelve (12) months following Executive’s Qualified Termination had Executive’s employment continued through such date,

(C) reimbursement of Executive’s expenses in continuing group health insurance coverage for himself and his eligible covered dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA” and such reimbursement “COBRA Severance”), for up to twelve (12) months, provided Executive makes a timely election for and continues to be eligible for such continued coverage, and

(D) an extension of the period during which any vested stock options granted to Executive may be exercised by Executive or by any transferee to whom such stock options may have been transferred by the shorter of one (1) year or such extended period as may be allowed without triggering the imposition of additional tax under Section 409A, subject to earlier termination pursuant to the terms of the applicable Company equity incentive plan under which an option is granted and provided

FILENAME \* MERGEFORMAT 4918-9317-6332 v.2.docx

 

that in no event will an option remain outstanding beyond its original term/expiration date (the “Option Extension”).

(b) Termination for other than Cause, Death or Disability or Resignation for Good Reason within the CoC Period. If Executive experiences a Qualified Termination during the CoC Period, then, subject to Section 8 and in lieu of any benefits set forth in subsection (a) of this Section 7, Executive will be entitled to receive:

(A) a lump sum payment equal to the product of his Base Salary, as then in effect, multiplied by two (2) in accordance with the Company’s normal payroll policies and subject to the usual, required withholdings in accordance with the Company’s normal payroll policies and Section 8(d) below,

(B) accelerated vesting of all outstanding time-based Awards as to 100% of the then unvested portion of any such Award (“Double-Trigger Vesting Acceleration”),

(C) COBRA Severance for up to twenty-four (24) months, provided Executive makes a timely election for and continues to be eligible for such continued coverage,

(D) such portion of that year’s Performance Bonus as Executive shall have earned (if any) as of the date of such termination, as determined in good faith by the Board or the Compensation Committee of the Board, and

(E) the Option Extension.

For the avoidance of doubt, with respect to the Double-Trigger Vesting Acceleration, (A) in the case of Awards which remain subject to performance-based vesting following a Change of Control (including, without limitation, equity awards granted under the Company’s long-term incentive plan), the treatment of such Awards upon a Change of Control and/or a termination of employment shall be set forth in the individual performance-based award agreement; provided, for the avoidance of doubt, the Double-Trigger Acceleration shall apply to Awards which, following a Change of Control may vest solely based on a time and service-based condition (including, without limitation, equity awards initially granted subject to performance-based conditions which have or are deemed to have been achieved, including Awards granted under the Company’s long-term incentive plan), and (B) in the event of Executive’s Qualified Termination prior to the occurrence of a Change of Control (a “Pre-CoC Qualified Termination”), any unvested portion of Executive’s then-outstanding Awards will remain outstanding until the earlier of (1) three (3) months following such Pre-COC Qualified Termination, or (2) the occurrence of a Change of Control, solely so that any benefits due on a Qualified Termination can be provided if a Change of Control occurs within the three (3)-month period following such Pre-CoC Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change of Control occurs within the three (3)-month period following a Pre-CoC Qualified Termination, any unvested portion of Executive’s Awards automatically and permanently will be forfeited on the date that is three (3) months following the date of the Pre-CoC Qualified Termination without having vested.

If (A) Executive experiences a Pre-CoC Qualified Termination pursuant to which Executive becomes eligible to receive severance payments and benefits payable pursuant to Section 7(a) and (B) a Change of Control occurs within the three (3)-month period following Executive’s Pre-CoC Qualified Termination that qualifies Executive for superior severance payments and benefits payable pursuant to Section 7(b), then (i) Executive will cease receiving any further payments or benefits under Section 7(a), and (ii) payments or benefits payable pursuant to Section 7(b) will be offset by the corresponding payments or benefits the Executive already received under Section 7(a).

(c) Termination for Cause, Death or Disability; Resignation without Good Reason. If Executive’s employment with the Company terminates other than by reason of a Qualified Termination, then (i) all vesting will terminate immediately with respect to Executive’s outstanding Awards, (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned, including such portion of that year’s Performance Bonus as Executive shall have earned (if any) as of the date of such termination, as determined in good faith by the Board or the Compensation

 

 

Committee of the Board), and (iii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies, if any, as then in effect.

(d) COBRA Severance Limitations. Notwithstanding the provisions of Sections 7(a) and 7(b), if the Company determines in its sole discretion that it cannot provide the COBRA Severance without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), then in lieu of such COBRA Severance, and subject to any delay required by Section 8(d), the Company will provide to Executive a taxable lump sum cash payment in an amount equal to the product of (A) the number of months of COBRA Severance specified in Section 7(a) and 7(b), as applicable, multiplied by (B) the monthly COBRA premium that Executive otherwise would be required to pay to continue the group health, dental and vision coverage for Executive and Executive’s eligible dependents, as applicable, as in effect on the date of termination of Executive’s employment (which amount will be based on the premium for the first month of COBRA coverage for Executive and Executive’s eligible dependents), which payment will be made regardless of whether Executive elects COBRA continuation coverage (the “Taxable Payment”). For the avoidance of doubt, the Taxable Payment may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if the Company determines in its sole discretion at any time that it cannot provide the COBRA Severance or the Taxable Payment without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), Executive will not receive any COBRA Severance or Taxable Payment under this Agreement.

(e) Recoupment. All payments or benefits under this Agreement, including the severance benefits and payments described in this Section 7, shall be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s Amended and Restated Compensation Recovery Policy or any other clawback policy of the Company as may be established and/or amended from time to time to comply with applicable laws (including, without limitation, pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws) (in each case, a “Clawback Policy”). The Board may require Executive to forfeit, return, or reimburse the Company all or a portion of benefits or any amounts paid hereunder pursuant to the terms of any applicable Clawback Policy or as necessary or appropriate to comply with applicable laws.”

 

 

IN WITNESS WHEREOF, each of the Parties has executed this Amendment, in the case of the Company by its duly authorized officer, as of the day and year set forth above.

 

COMPANY IMPINJ, INC.

/s/ Cary Baker

By: Cary Baker

Title: CFO

 

EXECUTIVE CHRIS DIORIO, PH.D

/s/ Chris Diorio

 

 

Impinj, Inc.

Executive Change in Control and Severance Policy

Effective as of December 19, 2025 (the “Effective Date”)

This Executive Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key executives of Impinj, Inc. (“Impinj” or the “Company”) or any of its subsidiaries in connection with a change in control of Impinj or in connection with the involuntary termination of their employment under the circumstances described in this Policy. The Policy is designed to be an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and this document is both the formal plan document and the required summary plan description for the Policy.

Eligible Executive: An individual is only eligible for protection under this Policy if they are an Eligible Executive and complies with its terms (including any terms in the executive’s Participation Agreement (as defined below)). To be an “Eligible Executive,” an individual must (a) have been designated by the Compensation Committee of the Board (the “Compensation Committee”) as eligible to participate in the Policy and (b) have executed a participation agreement in the form attached hereto as Exhibit A (a “Participation Agreement”).

Policy Benefits: An Eligible Executive will be eligible to receive the payments and benefits set forth in this Policy and their Participation Agreement upon such Eligible Executive’s Qualified Termination. The amount and terms of any Salary Severance, Bonus Severance, COBRA Benefits, and Equity Benefits that an Eligible Executive may receive on their Qualified Termination will depend on whether their Qualified Termination is a CIC Qualified Termination or a Non-CIC Qualified Termination. All benefits under this Policy payable on a Qualified Termination will be subject to the Eligible Executive’s compliance with (i) the Release Requirement and any timing modifications required to avoid adverse taxation under Section 409A, and (ii) restrictive covenants set forth in the employment agreement entered into between an Eligible Executive and the Company, including any such provisions related to non-competition and non-solicitation, in each case, to the extent enforceable under applicable law (the “Restrictive Covenants”).

Qualified Termination Benefits: Subject to the terms of this Policy, including the provisions below related to Section 409A and the Release Requirement, an Eligible Executive will be eligible to receive the following severance benefits upon the occurrence of a Qualified Termination:

•
Salary Severance: Salary severance payment(s) equal to the applicable percentage (set forth in their Participation Agreement) of their Base Salary paid in cash at the time(s) specified in their Participation Agreement.
•
Bonus Severance: Bonus severance payment(s) with respect to their annual performance bonus in the amount set forth in their Participation Agreement paid in cash at the time(s) specified in their Participation Agreement.
•
COBRA Benefits: If an Eligible Executive makes a valid election under COBRA to continue their health coverage, the Company will pay or reimburse the Eligible Executive for the cost of such continuation coverage for the Eligible Executive and any eligible dependents that were covered under the Company’s health care plans immediately prior to the date of their eligible termination until the earliest of (a) the end of the applicable period set forth in the Eligible Executive’s Participation Agreement, (b) the date upon which the Eligible Executive and/or the Eligible Executive’s eligible dependents become covered under similar plans, or (c) the date upon which the Eligible Executive ceases to be eligible for coverage under COBRA.

 

 

•
Equity Benefits: Any then-unvested shares subject to each of the Eligible Executive’s then-outstanding time-based equity awards multiplied by the applicable percentage (set forth in their Participation Agreement will immediately vest and, in the case of options and stock appreciation rights, will become exercisable. (For avoidance of doubt, no more than 100% of the shares subject to the outstanding portion of an equity award may vest and become exercisable under this provision.) In the case of equity awards which are or remain subject to performance-based vesting (including, without limitation, equity awards granted under the Company’s long-term incentive plan), the treatment of such awards upon a Change in Control and/or a termination of employment shall be set forth in the individual performance-based award agreement; provided, for the avoidance of doubt, the Equity Benefits shall apply to equity awards which, following a Change of Control, may vest solely based on a time and service-based condition (including, without limitation, equity awards initially granted subject to performance-based conditions which have or are deemed to have been achieved, including equity awards granted under the Company’s long-term incentive plan). In the event of the Eligible Executive’s Non-CIC Qualified Termination, any unvested portion of their then-outstanding equity awards will remain outstanding until the earlier of (x) 3 months following the Non-CIC Qualified Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualified Termination can be provided if a Change in Control occurs within the 3-month period following the Non-CIC Qualified Termination (provided that in no event will the Eligible Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within the 3-month period following a Non-CIC Qualified Termination, any unvested portion of the Eligible Executive’s equity awards automatically and permanently will be forfeited on the date that is 3 months following the date of the Non-CIC Qualified Termination without having vested.

COBRA Benefits Limitations. Notwithstanding anything to the contrary set forth in this Policy, if the Company determines in its sole discretion that it cannot provide the COBRA Benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), then in lieu of such COBRA Benefits, and subject to any delay required by the Section below entitled Section 409A, the Company will provide to an Eligible Executive a taxable lump sum cash payment in an amount equal to the product of (A) the number of months of COBRA Benefits specified in an Eligible Executive’s Participation Agreement, as applicable, multiplied by (B) the monthly COBRA premium that they otherwise would be required to pay to continue the group health, dental and vision coverage for themself and their eligible dependents, as applicable, as in effect on the date of termination of such Eligible Executive’s employment (which amount will be based on the premium for the first month of COBRA coverage for themself and their eligible dependents), which payment will be made regardless of whether such Eligible Executive elects COBRA continuation coverage (the “Taxable Payment”). The Taxable Payment may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Policy, if the Company determines in its sole discretion at any time that it cannot provide the COBRA Benefits or the Taxable Payment without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), an Eligible Executive will not receive any COBRA Benefits or Taxable Payment under this Policy.

Non-Duplication of Payment or Benefits: If (a) an Eligible Executive’s Qualified Termination occurs prior to a Change in Control that qualifies them for severance payments and benefits payable on a Non-CIC Qualified Termination under this Policy and (b) a Change in Control occurs within the 3-month period following their Qualified Termination that qualifies them for the superior severance payments and benefits payable on a CIC Qualified Termination under this Policy, then (i) they will cease receiving any further payments or benefits under this Policy in connection with their Non-CIC Qualified Termination and (ii) the Equity Benefits, Salary Severance, Bonus Severance, and COBRA Payment, as applicable, otherwise payable upon a CIC Qualified Termination under this Policy each will be offset by the corresponding

2

 

payments or benefits they already received under this Policy in connection with their Non-CIC Qualified Termination.

Death of Eligible Executive: If the Eligible Executive dies before all payments or benefits they are entitled to receive under this Policy have been paid, then (i) COBRA Benefits will cease, and (ii) other such unpaid amounts will be paid to their designated beneficiary, if living, or otherwise to their personal representative in a lump-sum payment as soon as possible following their death.

Recoupment: All payments or benefits under this Policy shall be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s Amended and Restated Compensation Recovery Policy or any other clawback policy of the Company as may be established and/or amended from time to time to comply with applicable laws (including, without limitation, pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws) (in each case, a “Clawback Policy”). The Administrator may require an Eligible Executive to forfeit, return, or reimburse the Company all or a portion of benefits or any amounts paid hereunder pursuant to the terms of any applicable Clawback Policy or as necessary or appropriate to comply with applicable laws.

Release: The Eligible Executive’s receipt of any severance payments or benefits upon their Qualified Termination under this Policy is subject to the Eligible Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following their Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Eligible Executive will forfeit any right to severance payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the Release actually becomes effective and irrevocable. In the event a Qualified Termination occurs at a time during the calendar year where the Release could become effective in the calendar year following the calendar year in which an Eligible Executive’s Qualified Termination occurs, then any severance payments or benefits under this Policy that would be considered Deferred Payments (as defined below) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later, (i) the Release Deadline, or (ii) such time as required by the payment schedule applicable to each payment or benefit as set forth in an applicable Participation Agreement, provided that, except as otherwise set forth in their Participation Agreement or to the extent that payments are delayed under the paragraph below entitled “Section 409A,” on the first regular payroll pay day following the 60th day following their Qualified Termination, the Company will pay or provide them the severance payments and benefits that they would otherwise have received under this Policy on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

Section 409A: The Company intends that all payments and benefits provided under this Policy or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in accordance with this intent. No payment or benefits to be paid to an Eligible Executive, if any, under this Policy or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until they have a “separation from service” within the meaning of Section 409A. If, at the time of the Eligible Executive’s termination of employment, they are a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that they will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following their termination of employment. The Company reserves the right to

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amend the Policy as it deems necessary or advisable, in its sole discretion and without the consent of such Eligible Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Policy is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the Company reimburse any Eligible Executive for any taxes that may be imposed on him or her as a result of Section 409A.

Parachute Payments:

Reduction of Severance Benefits. Notwithstanding anything set forth herein to the contrary, if any payment or benefit that an Eligible Executive would receive from the Company or any other party whether in connection with the provisions herein or otherwise (the “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Executive’s receipt, on an after-tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the equity awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the equity awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (iv) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). The Eligible Executive will be solely responsible for the payment of all personal tax liability that they incur as a result of the payments and benefits received under this Policy, and they will not be reimbursed by the Company for any such payments.

Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the Eligible Executive prior to the date on which the event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to them at that time. For purposes of making the calculations required under these paragraphs relating to parachute payments, the firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and the Eligible Executive will furnish to the firm such information and documents as the firm may reasonably request in order to make a determination under these paragraphs relating to parachute payments. The Company will bear all costs the firm may reasonably incur in connection with any calculations contemplated by these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Eligible Executive, and the Company will have no liability to the Eligible Executive for the determinations of the firm.

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Arbitration Agreement: As a condition to participating in the Policy, the terms, conditions and procedures set forth in the Company’s standard Proprietary Information and Inventions Agreement or similar agreement entered into between an Eligible Executive and the Company (the “Arbitration Agreement”) shall apply in all respects to any controversies, claims or disputes arising under or related to the Policy. If an Eligible Executive has not entered into an Arbitration Agreement or similar agreement with the Company, they will enter into such agreement prior to participating in the Policy.

Administration: The Policy will be administered by the Compensation Committee or its delegate (in each case, an “Administrator”). The Administrator will have full discretion to administer and interpret the Policy. Any decision made or other action taken by the Administrator with respect to the Policy and any interpretation by the Administrator of any term or condition of the Policy, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Administrator is the “plan administrator” of the Policy for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity.

Attorneys Fees: The Company and each Eligible Executive will bear their own attorneys’ fees incurred in connection with any disputes between them.

Exclusive Benefits: Except as may be set forth in an Eligible Executive’s Participation Agreement or as otherwise specifically set forth in an applicable equity award agreement (including, without limitation, with respect to equity awards granted under the Company’s long-term incentive plan) (a “Superseding Equity Agreement”), this Policy is intended to be the only agreement between them and the Company regarding any change in control or severance payments or benefits, including any acceleration of equity, to be paid to them on account of a termination of employment whether unrelated to, concurrent with, or following, a Change in Control. Accordingly, by executing a Participation Agreement, an Eligible Executive hereby forfeits and waives any rights to any severance or change in control benefits set forth in any employment agreement, offer letter, and/or equity award agreement, except as set forth in this Policy and in their Participation Agreement or in a Superseding Equity Agreement.

Tax Withholding: All payments and benefits under this Policy will be paid less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local and/or foreign taxes required to be withheld therefrom and any other required payroll deductions. The Company will not pay any Eligible Executive’s taxes arising from or relating to any payments or benefits under this Policy.

Amendment or Termination: The Board or the Compensation Committee may amend or terminate the Policy at any time, without advance notice to any Eligible Executive or other individual and without regard to the effect of the amendment or termination on any Eligible Executive or on any other individual. Notwithstanding the preceding, no amendment or termination of the Policy will be made if such amendment or reduction would reduce the benefits provided hereunder or impair an Eligible Executive’s eligibility under the Policy (unless the affected Eligible Executive consents to such amendment or termination), except that the Board or the Compensation Committee may unilaterally and without consent of any Eligible Executive make any such amendments that are necessary or appropriate to comply with applicable laws. For clarity, an action by the Administrator not to continue or renew the Policy will not be an action that requires an Eligible Executive’s consent. Any action to amend or terminate the Policy will be taken in a non-fiduciary capacity.

Claims Procedure: Any Eligible Executive who believes they are entitled to any payment under the Policy may submit a claim in writing to the Administrator. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also describe any additional information needed to support the claim and the Policy’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90-day period. This notice of extension

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will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.

Appeal Procedure: If the claimant’s claim is denied, the claimant (or their authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of the decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.

Successors: Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Policy and agree expressly to perform the obligations under the Policy in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Policy, the term “Company” will include any successor to the Company’s business and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise.

Applicable Law: The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of Washington (but not its conflict of laws provisions).

Definitions: Unless otherwise defined in an Eligible Executive’s Participation Agreement, the following terms will have the following meanings for purposes of this Policy and the Eligible Executive’s Participation Agreement:

“Base Salary” means the Eligible Executive’s annual base salary as in effect immediately prior to their Qualified Termination (or if the termination is due to a resignation for Good Reason based on a material reduction in base salary, then their annual base salary in effect immediately prior to such reduction) or, if their Qualified Termination is a CIC Qualified Termination and such amount is greater, at the level in effect immediately prior to the Change in Control.

“Board” means the Board of Directors of the Company.

“Cause” means, in the Administrator’s reasoned discretion, any of the following: (i) an Eligible Executive’s commission of a felony or gross misdemeanor; (ii) an Eligible Executive’s commission of any material act of fraud or dishonesty with respect to the Company; (iii) an Eligible Executive’s intentional misconduct that has a materially adverse effect upon the Company’s business; (iv) an Eligible Executive’s breach of any of such Eligible Executive’s fiduciary obligations as an officer of the Company or of any contractual obligation that an Eligible Executive has to the Company, in either case where the breach has a materially adverse effect on the Company’s business; (v) an Eligible Executive’s willful misconduct or gross negligence in performance of their duties hereunder, including their refusal to comply in any material respect with the legal directives of the Board so long as such directives are not inconsistent with their position and duties, or (vi) an Eligible Executive’s death or Disability.

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However, prior to any termination of an Eligible Executive’s employment for Cause defined in clauses (iii), (iv) or (v) above, the Company shall give them written notice of the actions or omissions deemed to constitute the Cause event, and if it is possible to cure the specified default, they will have a period of not less than 30 days in which to cure the specified default in an Eligible Executive’s performance.

“Change in Control” means the occurrence of any of the following events:

(i)
A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the issued and outstanding stock of the Company (“Stock”) that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the Stock, provided, that for this subsection, the acquisition of additional Stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the Stock will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company, such event shall not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or
(ii)
A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or
(iii)
A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this definition, persons will be considered to be acting as a group if they are owners of an entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

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Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

“CIC Period” will mean the period beginning 3-months prior to a Change in Control and ending 12 months following a Change in Control.

“CIC Qualified Termination” means a Qualified Termination during the CIC Period.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Code” means the Internal Revenue Code of 1986, as amended.

“Disability” means an Eligible Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 3 months, or such longer period as may be required under applicable law. An Eligible Executive shall not be considered disabled unless they furnish proof in such form or manner, and at such times, as the Company may require.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Good Reason” means an Eligible Executive’s resignation that is effective within 2 years following the occurrence of any Company cure period (discussed below) one or more of the following events without such Eligible Executive’s consent:

(i)
a material reduction of the Eligible Executive’s Base Salary, provided that an across-the‑board reduction in the salary level of all other senior executives by the same percentage amount as part of a general salary level reduction shall not constitute such a material reduction;
(ii)
the assignment to the Eligible Executive of any duties, or the reduction of their duties, either of which results in a material diminution in the Eligible Executive’s authority, duties or responsibilities with the Company in effect immediately prior to such assignment or reduction, or their removal from such position and responsibilities, unless the Eligible Executive is provided with comparable authority, duties or responsibilities; provided that, neither a mere change in title alone nor reassignment following a Change in Control to a position that is substantially similar to the position held prior to the Change in Control in terms of job duties, responsibilities and requirements shall constitute a material reduction in job responsibilities; or
(iii)
a material change in the geographic location at which the Eligible Executive must perform services (for purposes of this definition, the relocation of the Eligible Executive to a facility or a location less than 50 miles from their then-present location shall not be considered a material change in geographic location).

An Eligible Executive will not resign for “Good Reason” without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days

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of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than 30 days following the date of such notice.

“Non-CIC Qualified Termination” means a Qualified Termination outside of the CIC Period.

“Qualified Termination” means a termination of the Eligible Executive’s employment: (i) either (A) by the Company other than for Cause, death, or Disability or (B) by the Eligible Executive for Good Reason.

 

Additional Information:

Plan Name: Impinj, Inc. Executive Change in Control and Severance Policy

Plan Sponsor: Impinj, Inc.

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

 

Identification Numbers: 502

Plan Year: Company’s Fiscal Year

Plan Administrator: Impinj, Inc.

Attention: Plan Administrator of the Impinj, Inc. Executive Change in Control and Severance Policy

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

 

Agent for Service of

Legal Process: Impinj, Inc.

Attention: General Counsel

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

Service of process may also be made upon the Plan Administrator.

Type of Plan Severance Plan/Employee Welfare Benefit Plan

Plan Costs The cost of the Policy is paid by the Company.

Statement of ERISA Rights:

Eligible Executives have certain rights and protections under ERISA:

They may examine (without charge) all Policy documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as the Policy’s annual report (Internal Revenue Service Form 5500). These documents are available for review in the Company’s Human Resources Department.

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They may obtain copies of all Policy documents and other Policy information upon written request to the Plan Administrator. A reasonable charge may be made for such copies.

In addition to creating rights for Eligible Executives, ERISA imposes duties upon the people who are responsible for the operation of the Policy. The people who operate the Policy (called “fiduciaries”) have a duty to do so prudently and in the interests of Eligible Executives. No one, including the Company or any other person, may fire or otherwise discriminate against an Eligible Executive in any way to prevent them from obtaining a benefit under the Policy or exercising rights under ERISA. If an Eligible Executive’s claim for a severance benefit is denied, in whole or in part, they must receive a written explanation of the reason for the denial. An Eligible Executive has the right to have the denial of their claim reviewed. (The claim review procedure is explained above.)

Under ERISA, there are steps Eligible Executives can take to enforce the above rights. For instance, if an Eligible Executive requests materials and does not receive them within 30 days, they may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay the Eligible Executive up to $110 a day until they receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If an Eligible Executive has a claim which is denied or ignored, in whole or in part, they may file suit in a state or federal court. If it should happen that an Eligible Executive is discriminated against for asserting their rights, they may seek assistance from the U.S. Department of Labor, or may file suit in a federal court.

In any case, the court will decide who will pay court costs and legal fees. If the Eligible Executive is successful, the court may order the person sued to pay these costs and fees. If the Eligible Executive loses, the court may order the Eligible Executive to pay these costs and fees, for example, if it finds that the claim is frivolous.

If an Eligible Executive has any questions regarding the Policy, please contact the Plan Administrator. If an Eligible Executive has any questions about this statement or about their rights under ERISA, they may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in the telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. An Eligible Executive may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

 

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EXHIBIT A

 

Executive Change in Control and Severance Policy

Participation Agreement

 

This Participation Agreement (“Agreement”) is made and entered into by and between the undersigned on the one hand, and Impinj, Inc. (the “Company”) on the other.

You have been designated as eligible to participate in the Company’s Executive Change in Control and Severance Policy (the “Policy”), a copy of which is attached hereto, under which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy. Capitalized terms which are not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Policy.

Non-CIC Qualified Termination

If your Qualified Termination is a Non-CIC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy:

 

•
Salary Severance: Your percentage of Base Salary will be 50%, payable in equal installments over 6 months in accordance with the Company’s regular payroll procedures.
•
Bonus Severance: You will receive a lump-sum payment equal to 100% of your target annual bonus as in effect for the fiscal year in which your Qualified Termination occurs based on actual achievement, prorated based on the number of days in such fiscal year prior to such Qualified Termination, payable when annual bonuses are generally paid to similarly-situated executives.
•
COBRA Benefits: The Company shall pay or reimburse you for your COBRA continuation coverage for up to 6 months.
•
Equity Benefits: Your equity vesting benefit will be 25%.
•
Post-Termination Exercise Period Extension: You will be permitted to exercise your Company stock options through the first anniversary of such Qualified Termination, subject to the original expiration date of such stock options and earlier termination as set forth in the applicable equity plan under which such stock options were granted (the “Extension”). If you cease to be eligible for the Extension due to non-compliance with Restrictive Covenants, then you may exercise your Company stock options through 30 days following the occurrence of your non-compliance with the Restrictive Covenants, subject to the original expiration date of such stock options and earlier termination as set forth in the applicable equity plan under which such stock options were granted.

CIC Qualified Termination

If your Qualified Termination is a CIC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy:

 

•
Salary Severance: Your percentage of Base Salary will be 100%, payable in a lump-sum.
•
Bonus Severance: You will receive a lump-sum payment equal to 100% of your target annual bonus as in effect for the fiscal year in which your Qualified Termination occurs based on actual achievement, prorated based on the number of days in such fiscal year prior to such

11

 

Qualified Termination, payable when annual bonuses are generally paid to similarly-situated executives.
•
COBRA Benefits: The Company shall pay or reimburse you for your COBRA continuation coverage for up to 12 months.
•
Equity Benefits: Your equity vesting benefit will be 100%.

 

Other Provisions

 

You agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any severance and/or change in control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company, other than as set forth in a Superseding Equity Agreement (including equity awards granted under the Company’s long-term incentive plan).

 

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date set forth below.

IMPINJ, INC. ELIGIBLE EXECUTIVE

 

By: Signature:

Date: Name:

Date:

 

[Signature Page of the Participation Agreement]

 

12

 

IMPINJ, INC.

INSIDER TRADING POLICY

(As amended March 22, 2023)

 

1.
POLICY OVERVIEW

The purpose of this Insider Trading Policy (“Policy”) is to ensure that all directors, officers, employees, consultants, contractors and agents (e.g. auditors, consultants, board observers and attorneys) of Impinj, Inc. and its subsidiaries (“Company”) trade and transact the Company’s securities lawfully and ethically.

In furtherance of this Policy’s goals, the Company will not transact in its own securities except in compliance with applicable securities laws.

Subject to the limited exceptions described herein, this Policy prohibits any director, officer, employee, consultant, contractor and agent from:

(a)
disclosing nonpublic information of the Company or of any third party to whom the Company owes a duty of confidentiality;
(b)
engaging in transactions in the Company’s securities or the securities of another company while in possession of material, nonpublic information regarding the issuer of the security or engaging in other actions to take advantage of that information; and
(c)
engaging in certain risky securities transactions or transactions that could lead to a violation of the insider-trading prohibition of this Policy.

Your compliance with this Policy is at all times a condition of your continuing employment or of your ongoing service-provider relationship with the Company. Violating this Policy could also expose you to civil and criminal penalties under federal and state laws.

2.
KEY DEFINITIONS
(a)
Nonpublic Information

Information is “nonpublic” if the information has not been broadly disseminated to the public for a sufficient period of time to be reflected in the price of Company’s stock or other publicly traded security. Even if information is widely known throughout the Company, it may still be nonpublic.

After the release of information, a reasonable period of time must elapse in order to provide the public an opportunity to absorb and evaluate the information provided. In most circumstances you should consider information nonpublic until at least one full trading day has elapsed after the information is broadly distributed to the public in a press release, a public filing with the SEC, a pre-announced public webcast or another broad, non-exclusionary form of public communication. A trading day is a day on which U.S. national stock exchanges are open for trading. A full trading day has elapsed when, after the public disclosure, trading in the relevant security has opened and then closed.

Unless you know for certain that material information was publicly disseminated, you should assume the information is nonpublic. If you have any questions or uncertainty as to whether information is nonpublic then consult with the Company’s Compliance Officer.

(b)
Material Information

Information is material if there is a substantial likelihood that a reasonable investor would consider the information important in deciding whether to buy, hold or sell an issuer’s securities or would view the

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information, whether positive or negative, as significantly altering the total mix of information available in the marketplace about the issuer of the securities. In general, any information that could reasonably be expected to affect the market price of a security is likely to be material. If you have any questions or uncertainty as to whether information is material, then consult with the Company’s Compliance Officer.

Material information includes but is not limited to:

•
financial results or condition; earnings preannouncements, guidance, projections or forecasts, particularly if inconsistent with the Company’s guidance or the investment-community’s expectations;
•
business plans or budgets;
•
significant business developments like executing, modifying or terminating important agreements or significant orders from or to customers, suppliers, manufacturers or other business partners;
•
product introductions, modifications, defects or recalls or significant price changes or other key product announcements;
•
significant results in research and development or intellectual property;
•
significant legal or regulatory developments, whether actual or threatened, including litigation or resolving litigation;
•
significant corporate events such as a pending or proposed merger, joint venture or tender offer; a significant investment; acquiring or disposing a significant business or asset; or a change in control;
•
major personnel changes, such as changes in senior management or employee layoffs;
•
restating financial results, material impairments, write-offs or restructurings;
•
changes in or disputes with the Company’s independent auditors, or notification that the Company may no longer rely on an audit report;
•
significant new financial obligations
•
significant default under, or acceleration of, a financial obligation;
•
impending bankruptcy or financial liquidity problems;
•
significant events involving the Company’s securities including a call for redemption; adopting a stock repurchase program; option repricings; stock splits; changes in dividend policies; public or private securities offerings; modifying security-holder rights; or a notice of delisting;
•
significant data breaches or cybersecurity events;
•
a special blackout period; and
•
updates regarding any prior material disclosure that has materially changed.
(c)
Insider

An individual is an “Insider” if such individual possesses material, nonpublic information about the Company or another company whose securities are publicly traded. Insiders may include Company directors, officers, employees, consultants, contractors and agents.

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(d)
Related Party

References to an individual include members of such individual’s immediate family, persons with whom that individual shares a household, such individual’s economic dependents, and any other individuals or entities whose transactions in securities such individual influences, directs or controls.

(e)
Section 16 Reporting Persons

Under U.S. federal securities law, corporate directors and certain corporate officers, referred to as “Section 16 reporting persons,” are subject to higher scrutiny for insider trading violations and accordingly are subject to greater regulation.

(f)
Compliance Officer

For purposes of this Policy, the Company’s Compliance Officer is the Company’s General Counsel and Chief Compliance Officer. The Compliance Officer may designate others, from time to time, to assist with the execution of the Compliance Officer’s duties under this Policy.

3.
TO WHOM DOES THIS POLICY APPLY?

This Policy applies to all Company directors, officers, employees, consultants, contractors and agents, both inside and outside the United States. Every person subject to this Policy is responsible for ensuring that their related parties also comply with it.

4.
WHAT KINDS OF SECURITIES TRANSACTIONS ARE COVERED BY THIS POLICY?

Except as discussed in Section 10 (Exceptions to Trading Restrictions), this Policy applies to all transactions involving the Company’s securities or other companies’ securities for which you possess material, nonpublic information obtained in connection with your service with the Company. This Policy therefore applies to:

(a)
any purchase, sale, loan or other transfer or disposition of any equity securities (including common stock, options, restricted stock units, warrants and preferred stock) and debt securities (including debentures, bonds and notes) of the Company and such other companies, whether direct or indirect (including transactions made on your behalf by money managers), and any offer to engage in the foregoing transactions;
(b)
any disposition in the form of a gift of any securities of the Company;
(c)
any distribution to holders of interests in an entity if the entity is subject to this Policy; and
(d)
any other arrangement that generates gains or losses from or based on changes in the prices of such securities including derivative securities (for example, exchange‑traded put or call options, swaps, caps and collars), hedging and pledging transactions, short sales and certain arrangements regarding participation in benefit plans, and any offer to engage in the foregoing transactions.

There are no exceptions from insider trading laws or this Policy based on the size of the transaction or the type of consideration received.

5.
WHOSE INFORMATION IS COVERED BY THIS POLICY?

This Policy covers material, nonpublic information of the Company as well as that of other companies, such as the Company’s distributors, vendors, customers, collaborators, suppliers and competitors.

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6.
POLICIES REGARDING NONPUBLIC INFORMATION
(a)
Confidentiality of Nonpublic Information

This Policy supplements your existing obligations under the Company’s Proprietary Information and Inventions Agreement and the Company’s External Communications Policy.

Under this Policy, your unauthorized use or disclosure of nonpublic information relating to the Company or other companies is prohibited. You may only use nonpublic information you acquire in the course of your service with the Company for legitimate Company business purposes. You should handle the nonpublic information of parties other than the Company in accordance with the terms of any relevant nondisclosure agreements with that other party, and you must limit your use of any such nonpublic information to the purpose for which it was disclosed.

In cases where you are required to disclose nonpublic information to third parties by law or otherwise, coordinate with the Company’s Compliance Officer prior to disclosing the information.

(b)
No Trading on Material, Nonpublic Information

Except as discussed in Section 10 (Exceptions to Trading Restrictions), you may not, either directly or indirectly through others, engage in any transaction involving the Company’s securities while you are aware of material, nonpublic information relating to the Company. It is not a defense that you did not “use” the information in your transaction. Similarly, you may not engage in transactions involving the securities of any other company if you are aware of material, nonpublic information about that company (except to the extent the transactions are analogous to those presented in Section 10 (Exceptions to Trading Restrictions)).

(c)
No “Tipping” Others; Avoid Speculation

You may not make recommendations or express opinions based on material, nonpublic information as to trading in the securities of companies to which such information relates. This prohibition prohibits disclosure (even anonymous disclosure) via the Internet or in blogs, investor forums or chat rooms, and it applies whether or not you derive any profit or personal benefit from doing so.

(d)
Refer All External Inquiries to Appropriate Individuals

You may not respond to any inquiries or requests from third parties for nonpublic information; if you receive such a request then refer the third party to the appropriate Company individual(s) per the Company’s External Communications Policy. If you don’t know who the appropriate individuals are then refer the inquiry or request to the Compliance Officer.

7.
TRADING BLACKOUT PERIODS

To limit the likelihood of trading at times when there is a significant risk of insider trading exposure, the Company has instituted quarterly trading blackout periods. The Company may also institute special trading blackout periods from time to time. It is important for you to note that whether or not you are subject to blackout periods, you remain subject to all prohibitions on trading on the basis of material, nonpublic information and any other applicable restrictions in this Policy.

(a)
Quarterly Blackout Periods

Except as discussed in Section 10 (Exceptions to Trading Restrictions), all directors, officers and employees of the Company, and those employees, consultants, contractors and advisors identified by the Company, must refrain from conducting transactions involving the Company’s securities during quarterly blackout periods. Individuals subject to quarterly blackout periods will be informed by the Compliance Officer that they are listed on the covered persons list maintained by the Compliance Officer (the “Covered Persons List”). The Compliance Officer may, at any time, add or remove persons subject to quarterly blackout periods and update the Covered Persons List as appropriate.

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Even if you are not specifically identified as being subject to quarterly blackout periods, you should exercise caution when engaging in transactions during quarterly blackout periods because of the heightened risk of insider trading exposure.

Quarterly blackout periods will begin on the fifteenth day of the third month of each fiscal quarter and will end at the start of the second full trading day following the Company’s earnings release for that fiscal quarter.

(b)
Special Blackout Periods

The Company retains the right to impose additional or longer trading blackout periods at any time on any or all of its directors, officers, employees, consultants, contractors and advisors. The Compliance Officer will notify you if you are subject to a special blackout period by providing to you a written notice or via email. If you are notified that you are subject to a special blackout period, you may not engage in any transaction involving Company’s securities, other than the transactions that are covered by the exceptions below, until the special blackout period has ended. You also may not disclose to anyone else that the Company has imposed a special blackout period.

8.
PRE-CLEARING TRADES

The Company’s directors and officers and any other persons identified on the Covered Persons List must obtain clearance from the Compliance Officer prior to conducting any transaction involving the Company’s securities. If you are subject to pre-clearance requirements, you should submit a pre-clearance request to the Compliance Officer prior to your desired trade date. The pre-clearance request must be made in the form provided by the Compliance Officer. The Compliance Officer may, at any time, add or remove persons subject to the pre‑clearance requirement and update the Covered Persons List as appropriate.

The Compliance Officer must obtain clearance from the Company’s Chief Executive Officer or Chief Financial Officer prior to conducting any transaction involving the Company’s securities.

If you are subject to pre-clearance then you must complete each pre-cleared transaction within three (3) trading days of pre-clearance. Even after pre-clearance, a person may not trade the Company’s securities if they become subject to a blackout period or aware of material nonpublic information prior to the trade being executed.

These pre-clearance procedures decrease, but do not eliminate, risks for those individuals with regular or special access to material nonpublic information when executing certain securities transactions. Pre-clearing a transaction is not a defense to a claim of insider trading and does not excuse you from otherwise complying with insider trading laws or this Policy. The person requesting pre-clearance will be asked to certify that such person is not in possession of material nonpublic information about the Company. Further, pre-clearing a transaction does not constitute an affirmation by the Company or the Compliance Officer that you are not in possession of material, nonpublic information.

The Compliance Officer is under no obligation to approve a transaction submitted for pre‑clearance and may determine not to permit the transaction. The Company assumes no liability to you in any manner regarding your trading activity or any proposed transaction. Even where the Company has reviewed and pre-clears a transaction, it is your responsibility to ensure that your trading activity complies with all applicable laws and requirements.

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9.
ADDITIONAL RESTRICTIONS AND GUIDANCE

In addition to restricting you from buying and selling securities while you possess material, nonpublic information, this Policy may also restrict your ability to enter into certain risky securities transactions or transactions that could easily lead to the violation of insider-trading laws and requirements.

(a)
Short Sales Prohibited

You may not engage in short sales (meaning the sale of a security that must be borrowed to make delivery) or “sell short against the box” (meaning the sale of a security with a delayed delivery) involving the Company’s securities.

(b)
Derivative Security and Hedging Transactions Prohibited

You may not, directly or indirectly, (a) trade in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities (other than stock options, restricted stock units and other compensatory awards issued to you by the Company) or (b) purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities either (i) granted to you by the Company as part of your compensation or (ii) held by you, directly or indirectly.

(c)
Open Orders Restricted

This Policy strongly discourages you from placing open orders, such as limit orders or stop orders, that could come into effect during, or extend into, a blackout period or other closed trading window. You may only place open orders for trades you know will occur during an open trading window. You are responsible for violations of law or of this Policy for any trades that occur at a time when you are aware of material, nonpublic information or otherwise are not permitted to trade in Company securities, even if the trades were made pursuant to an open order placed during an open trading window.

10.
EXCEPTIONS TO TRADING RESTRICTIONS

There are no unconditional “safe harbors” for trades made at particular times, and all persons subject to this Policy should exercise good judgment at all times. Even when a quarterly blackout period is not in effect, you may be prohibited from engaging in transactions involving the Company’s securities because you possess material nonpublic information, are subject to a special blackout period or are otherwise restricted under this Policy.

Even if a transaction falls within an exception to this Policy, there is no guarantee that the transaction will not run afoul of applicable law. For example, a transaction that is not prohibited under this Policy can still be subject to the “short-swing” trading restrictions under Section 16 of the Exchange Act. You are responsible for complying with all applicable laws at all times.

The following are certain limited exceptions to the quarterly and special blackout period restrictions and pre-clearance requirements imposed by the Company under this Policy:

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(a)
transactions made pursuant to a valid 10b5‑1 trading plan approved by the Company (see Section 11 (10b5-1 Trading Plans) below);
(b)
stock option exercises where the purchase price of such stock options is paid in cash and there is no other associated market activity;
(c)
purchases pursuant to the employee stock purchase plan (“ESPP”) (however, this exception does not apply to subsequent sales of ESPP shares);
(d)
receipt and vesting of stock options, restricted stock units, restricted stock or other equity compensation awards from the Company;
(e)
net share withholding with respect to equity awards where shares are withheld by the Company in order to satisfy tax withholding requirements, (x) as required by either the Company’s board of directors (or a committee thereof) or the award agreement governing such equity award or (y) as you elect, if permitted by the Company, so long as the election is irrevocable and made in writing at a time when a trading blackout is not in place and you are not in possession of material nonpublic information;
(f)
sell to cover transactions where shares are sold on your behalf upon vesting of equity awards and sold in order to satisfy tax withholding requirements, (x) as required by either the Company’s board of directors (or a committee thereof) or the award agreement governing such equity award or (y) as you elect, if permitted by the Company, so long as the election is irrevocable and made in writing at a time when a trading blackout is not in place and you are not in possession of material nonpublic information (however, this exception does not apply to any other market sale for the purposes of paying required withholding);
(g)
transfers by will or the laws of descent or distribution and, provided that prior written notice is provided to the Compliance Officer, distributions or transfers (such as certain tax planning or estate planning transfers) that effect only a change in the form of beneficial interest without changing your pecuniary interest in the Company’s securities; and
(h)
changes in the number of the Company’s securities you hold due to a stock split or a stock dividend that applies equally to all securities of a class, or similar transactions.

Any other Policy exceptions must be approved by the Compliance Officer, possibly in consultation with the Board of Directors or an independent committee of the Board of Directors.

11.
10b5-1 TRADING PLANS

Transactions made pursuant to written instructions that comply with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and meet the requirements of this Policy (a “Trading Plan”), are not subject to the restrictions in this Policy. The Company permits its directors, officers and employees to adopt Trading Plans in order to mitigate the risk of trading on material nonpublic information. Trading Plans allow for individuals to enter into a prearranged trading plan as long as the Plan is not established or modified during a blackout period or when the individual is otherwise in possession of material nonpublic information.

To be approved by the Company and qualify for the exception to this Policy, any Rule 10b5-1 Trading Plan adopted by a director, officer or employee must be submitted to the Compliance Officer for approval and comply with the requirements in Schedule I. In approving a Trading Plan, or any proposed modification or termination of a Trading Plan, the Compliance Officer may, in furtherance of the objectives expressed in this Policy, impose criteria in addition to those set forth in Rule 10b5-1. Therefore, you must confer with the Compliance Officer prior to entering into, amending, or terminating any Trading Plan. If the Compliance Officer is the requester, then the Company’s Chief Executive Officer or Chief Financial Officer, or their

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delegates, must approve the Trading Plan. The Company may publicly disclose information regarding Trading Plans you enter into.

The Company recommends that you consult with your personal legal advisor if you intend to adopt a Trading Plan. Even though Trading Plans are subject to review and approval by the Company, the individual adopting the Trading Plan is ultimately responsible for compliance with Rule 10b5-1 and ensuring the Trading Plan complies with this Policy.

The Company recognizes that brokers may impose fees for implementing Trading Plans that comply with Rule 10b5-1, and that brokers also generally have share or dollar value minimums that can make these Trading Plans impractical for some participants. The Company will not reimburse you for these additional fees nor make accommodations if such a Trading Plan is impractical for you.

12.
ADDITIONAL REQUIREMENTS FOR SECTION 16 REPORTING PERSONS
(a)
Expanded reporting obligations

If you are a Section 16 reporting person then you must provide, or ensure that your broker provides, the Company with detailed information (e.g., trade date, number of shares, exact price, etc.) about your transactions involving the Company’s securities, including gifts, transfers, pledges and transactions pursuant to a Trading Plan, both prior to (to confirm compliance with pre-clearance procedures) and promptly following execution. The obligation to file Section 16 reports, and to otherwise comply with Section 16, lies with you. The Company is not responsible for your failure to comply with Section 16.

(b)
Limitations on “Short-Swing” Transactions

If you are a Section 16 reporting person then you are required to return any profits you make from any purchase and any sale of Company stock if both transactions occur within a six-month window.

(c)
Using Company Securities as Collateral for Loans

If you are a Section 16 reporting person then you are prohibited from pledging Company securities as collateral for loans.

(d)
Holding Company Securities in Margin Accounts

If you are a Section 16 reporting person then you are prohibited from holding Company securities in margin accounts.

(e)
Regulation BTR Blackouts

Under U.S. federal securities laws a Regulation Blackout Trading Restriction (“Regulation BTR”) prohibits any director or executive officer from engaging in certain transactions involving Company securities during periods when 401(k) plan participants are prevented from purchasing, selling or otherwise acquiring or transferring an interest in certain securities held in individual account plans. Any profits you realized from transactions that violate Regulation BTR are recoverable by the Company, regardless of the intentions of a director or officer when effecting the transaction. If you engage in such transactions then you are subject to SEC sanction as well as potential criminal liability. The Company will notify directors and officers if they are subject to a blackout trading restriction under Regulation BTR. The Company will provide separate memoranda

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and other appropriate materials to its directors and executive officers regarding compliance with Regulation BTR.

13.
ADDITIONAL TERMS
(a)
Term of Applicability; Post-Departure Applicability

You must comply with this Policy until the later of the time you (i) are no longer affiliated with the Company and (ii) no longer possess any material, nonpublic information subject to this Policy. If you are subject to a trading blackout under this Policy at the time you cease to be affiliated with the Company then you must abide by the applicable trading restrictions until at least the end of the relevant blackout period.

(b)
Personal Responsibility

You are ultimately responsible for complying with this Policy and all applicable laws and regulations. The laws relating to insider trading can be complex, and violating them can carry severe consequences. Seek assistance if you have any questions. Use your best judgment at all times and consult with your personal legal and financial advisors as needed. Note that the Company’s legal counsel, both internal and external, represent the Company and not you personally.

There may be instances where you suffer financial harm or other hardship or are otherwise required to forego a planned transaction because of the restrictions imposed by this Policy. Personal financial emergency or other personal circumstances are not mitigating factors under securities laws and will not excuse your failure to comply with this Policy. In addition, a blackout or trading-restricted period will not extend the term of your options. As a consequence, you may be prevented from exercising your options by this Policy or as a result of a blackout or other restriction on your trading, and as a result your options may expire by their term. It is your responsibility to manage your economic interests and to consider potential trading restrictions when determining whether to exercise your options. In such instances, the Company cannot extend the term of your options and has no obligation or liability to replace the economic value or lost benefit to you.

(c)
Policy Availability

The Company will make this Policy available to all Company directors, officers, employees, consultants, contractors and agents when they commence Company service. Directors, officers, employees, consultants, contractors and agents are required, if requested, to acknowledge that they understand, and agree to comply with, this Policy. You may also obtain a copy of the Company’s policies regarding insider trading at any time from the Compliance Officer.

(d)
Amendments

The Company reserves the right to amend, alter or terminate this Policy at any time and for any reason, subject to applicable law.

(e)
Report Violations

It is your responsibility to understand, comply with and help enforce this Policy. You should be alert to possible violations and promptly report violations or suspected Policy violations to the Compliance Officer. If your situation requires that your identity be secret, the Company will preserve your anonymity to the greatest extent reasonably possible.

The Company has contracted In Touch, an independent company, to handle these types of reports. You may report actual or suspected Policy violations using either the website or toll-free number on an anonymous basis; however, the investigation may be more effective in obtaining follow-up or clarifying information if you identify yourself. If you make an anonymous report then please provide as much detail as possible, including copies of any relevant documents. In Touch can be utilized:

By phone (toll free): 1-844-308-2524

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By Web: www.InTouchWebsite.com/Impinj

By email: Impinj@GetInTouch.com

 

* * *

Nothing in this Policy creates or implies an employment contract or term of employment, or limits either the Company’s or employee’s right to terminate employment at any time for any reason. No employee of the Company except the Chief Executive Officer has any authority to enter into any agreement for employment for a specified period of time or to make any agreement or representation contrary to the Company’s policy of employment at-will, and any such agreement or representation must be in writing.

The proscriptions in this Policy do not constitute a complete list of restrictions or a complete list of the types of conduct that can result in discipline, up to and including discharge.

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SCHEDULE I

REQUIREMENTS FOR TRADING PLANS

For transactions under a trading plan to be exempt from (i) the prohibitions in this Policy and (ii) the pre-clearance procedures and blackout periods established under this Policy, the trading plan must comply with Exchange Act Rule 10b5‑1 and meet the following requirements:

1.
The trading plan must be in writing and signed by the person adopting the trading plan.
2.
The trading plan must be adopted at a time when:
(a)
the person adopting the trading plan is not aware of any material, nonpublic information; and
(b)
there is no quarterly, special or other trading blackout in effect with respect to the person adopting the plan.
3.
The trading plan must be entered in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5‑1, and the person adopting the trading plan must act in good faith with respect to the trading plan.
4.
The trading plan must include representations that, on the date of adoption of the trading plan, the person adopting the trading plan:
(a)
is not aware of material nonpublic information about the securities or the Company; and
(b)
is adopting the trading plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.
5.
The person adopting the trading plan may not have entered into or altered a corresponding or hedging transaction or position with respect to the securities subject to the trading plan and must agree not to enter into any such transaction while the trading plan is in effect.
6.
The first trade under the trading plan for directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) may not occur until the expiration of a cooling-off period consisting of the later of (a) 90 calendar days after the adoption of the trading plan and (b) two business days after the filing by the Company of its financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which the trading plan was adopted (but, in any event, this required cooling-off period is subject to a maximum of 120 days after adoption of the trading plan). The first trade under the trading plan for all other persons (other than the Company) may not occur until the expiration of a cooling-off period that is 30 calendar days after adoption of the trading plan.
7.
The trading plan must have a minimum term of six months starting from the date of adoption of the trading plan.
8.
The person adopting the trading plan may not have an outstanding (and may not subsequently enter into any additional) trading plan except as permitted by Rule 10b5-1. For example, as contemplated by Rule 10b5-1, a person may adopt a new trading plan before the scheduled termination date of an existing trading plan, so long as the first scheduled trade under the new trading plan does not occur prior to the last scheduled trade(s) of the existing trading plan and otherwise complies with these guidelines. Termination of the existing trading plan prior to its scheduled termination date may impact the timing of the first trade or the availability of the affirmative defense for the new trading plan; therefore, persons

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adopting a new trading plan are advised to exercise caution and consult with the Compliance Officer prior to the early termination of an existing trading plan.
9.
Any modification or change to the amount, price or timing of transactions under the trading plan is deemed the termination of the trading plan, and the adoption of a new trading plan (“Modification”). Therefore, a Modification is subject to the same conditions as a new trading plan as set forth in Sections 1 through 8 herein.
10.
Within the six months preceding adoption or a Modification of a trading plan, a person may not have otherwise adopted or done a Modification to a trading plan more than once.
11.
A person may adopt a trading plan designed to cover a single trade only once in any consecutive 12-month period except as permitted by Rule 10b5-1.
12.
If the person that adopted the trading plan terminates the plan prior to its stated duration, such person may not trade in the Company’s securities until after the expiration of 30 calendar days following termination, and then only in accordance with the Policy.
13.
The Company must be promptly notified of any Modification or termination of the trading plan, including any suspension of trading under the trading plan.
14.
The Company must have authority to require the suspension or cancellation of the trading plan at any time.
15.
If the trading plan grants discretion to a stockbroker or other person with respect to the execution of trades under the trading plan:
(a)
trades made under the trading plan must be executed by someone other than the stockbroker or other person that executes trades in other securities for the person adopting the trading plan;
(b)
the person adopting the trading plan may not confer with the person administering the trading plan regarding the Company or its securities; and
(c)
the person administering the trading plan must provide prompt notice to the Company of the execution of a transaction pursuant to the plan.
16.
All transactions under the trading plan must be in accordance with applicable law.
17.
The trading plan (including any Modification) must meet such other requirements as the Compliance Officer may determine.
18.
Any trading plans adopted or modified prior to February 27, 2023 (the “Effective Date”) are permitted to continue in place until all trades are executed thereunder or they expire by their terms (“Grandfathered Plans”). If the person undertakes a Modification of a Grandfathered Plan on or after the Effective Date, then the Modification must meet all of the requirements set forth herein.

 

 

Impinj, Inc. 2023 Insider Trading Policy Page 12 of NUMPAGES \* Arabic \* MERGEFORMAT 12

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)
Registration Statement (Form S-3 No. 333-268140) of Impinj, Inc.;

(2)
Registration Statements (Form S-8 Nos. 333-284804, 333-277017, 333-269733, 333-262715, 333-253214, 333-236832, 333-229947, 333-224842, 333-216620 and 333-212620) pertaining to the 2016 Equity Incentive Plan and 2016 Employee Stock Purchase Plan of Impinj, Inc.

of our reports dated February 9, 2026, with respect to the consolidated financial statements of Impinj, Inc. and the effectiveness of internal control over financial reporting of Impinj, Inc. included in this Annual Report (Form 10-K) of Impinj, Inc. for the year ended December 31, 2025.

/s/ Ernst & Young LLP

Seattle, Washington

February 9, 2026

 

 

 

 

Exhibit 31.1

CERTIFICATIONS

I, Chris Diorio, Ph.D., certify that:

1.
I have reviewed this Annual Report on Form 10-K of Impinj, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 9, 2026

 

/s/ Chris Diorio

Chris Diorio, Ph.D.

Chief Executive Officer

(Principal Executive Officer)

 

 

Exhibit 31.2

CERTIFICATIONS

I, Cary Baker, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Impinj, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 9, 2026

 

/s/ Cary Baker

Cary Baker

Chief Financial Officer

(principal financial and accounting officer)

 

Exhibit 32.1

IMPINJ, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Impinj, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chris Diorio, Ph.D., Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Chris Diorio

Chris Diorio, Ph.D.

Chief Executive Officer

(Principal Executive Officer)

February 9, 2026

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Impinj, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

 

Exhibit 32.2

IMPINJ, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Impinj, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Cary Baker, Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Cary Baker

Cary Baker

Chief Financial Officer

(Principal Financial and Accounting Officer)

February 9, 2026

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Impinj, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.