Item 5. Other Information
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:
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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 (3)
Chris Diorio , Ph.D., Director, Chief Executive Officer and Vice Chair
Rule 10b5-1 Trading Arrangement
February 23, 2026
-
February 5, 2027
Up to 30,000
(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, 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.
(3) Aggregate number of shares of common stock to be purchased or sold pursuant to the trading arrangement includes 30,000 shares to trade. In addition, included within the terms of the 10b5-1 Trading Plan, 50,000 shares may be donated and 180,000 shares may be swapped.
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Item 6. E xhibits
Incorporation by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed Herewith
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
2/23/2023
3.1
10.1
Outside Director Compensation Policy (as amended April 15, 2026)
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.
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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 29, 2026
By:
/s/ Cary Baker
Cary Baker
Chief Financial Officer (principal financial officer and duly authorized signatory)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.