IMPINJ, INC.
INSIDER TRADING POLICY
(As amended March 22, 2023)
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:
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.
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.
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
Impinj, Inc. 2023 Insider Trading Policy Page 1 of NUMPAGES \* Arabic \* MERGEFORMAT 2
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:
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.
Impinj, Inc. 2023 Insider Trading Policy Page 2 of NUMPAGES \* Arabic \* MERGEFORMAT 12
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.
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.
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.
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.
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:
There are no exceptions from insider trading laws or this Policy based on the size of the transaction or the type of consideration received.
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.
Impinj, Inc. 2023 Insider Trading Policy Page 3 of NUMPAGES \* Arabic \* MERGEFORMAT 12
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.
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)).
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.
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.
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.
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.
Impinj, Inc. 2023 Insider Trading Policy Page 4 of NUMPAGES \* Arabic \* MERGEFORMAT 12
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.
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.
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.
Impinj, Inc. 2023 Insider Trading Policy Page 5 of NUMPAGES \* Arabic \* MERGEFORMAT 12
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.
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.
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.
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.
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:
Impinj, Inc. 2023 Insider Trading Policy Page 6 of NUMPAGES \* Arabic \* MERGEFORMAT 12
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.
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
Impinj, Inc. 2023 Insider Trading Policy Page 7 of NUMPAGES \* Arabic \* MERGEFORMAT 12
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.
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.
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.
If you are a Section 16 reporting person then you are prohibited from pledging Company securities as collateral for loans.
If you are a Section 16 reporting person then you are prohibited from holding Company securities in margin accounts.
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
Impinj, Inc. 2023 Insider Trading Policy Page 8 of NUMPAGES \* Arabic \* MERGEFORMAT 12
and other appropriate materials to its directors and executive officers regarding compliance with Regulation BTR.
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.
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.
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.
The Company reserves the right to amend, alter or terminate this Policy at any time and for any reason, subject to applicable law.
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
Impinj, Inc. 2023 Insider Trading Policy Page 9 of NUMPAGES \* Arabic \* MERGEFORMAT 12
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.
Impinj, Inc. 2023 Insider Trading Policy Page 10 of NUMPAGES \* Arabic \* MERGEFORMAT 12
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:
Impinj, Inc. 2023 Insider Trading Policy Page 11 of NUMPAGES \* Arabic \* MERGEFORMAT 12 DOCVARIABLE ndGeneratedStamp \* MERGEFORMAT
Impinj, Inc. 2023 Insider Trading Policy Page 12 of NUMPAGES \* Arabic \* MERGEFORMAT 12