IMPINJ INC 10-Q

Item 5. 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: 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 Chris Diorio , Chief Executive Officer and Vice Chair Rule 10b5-1 Trading Arrangement February 28, 2024 - December 2, 2024 Up to 60,000 (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 (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. 48 Table of Contents Item 6. E xhibits Incorporation by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 3.1 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 3.2 Amended and Restated Bylaws of Impinj, Inc. adopted as of February 23, 2023 8-K 2/23/2023 3.1 10.1†‡ 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 X 10.2 Impinj, Inc. Outside Director Compensation Policy (as amended April 11, 2024 and effective March 31, 2024). X 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 X 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 X 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 X 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 X 101 Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. X 104 Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. X * The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are 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 this Form 10-Q, irrespective of any general incorporation language contained in such filing. † Schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. Impinj agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. ‡ Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act. Impinj agrees to promptly furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request. 49 Table of Contents SIGNAT URES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Impinj, Inc. Date: April 24, 2024 By: /s/ Cary Baker Cary Baker Chief Financial Officer (principal financial officer and duly authorized signatory) 50