Impinj, Inc. Announces Proposed Private Offering of $150 Million of Convertible Senior Notes Due 2029
September 2, 2025
SEATTLE-September 2, 2025- Impinj, Inc. (Nasdaq: PI), a leading RAIN RFID provider and Internet of Things pioneer, today announced its intention to offer, subject to market conditions and other factors, $150 million aggregate principal amount of Convertible Senior Notes due 2029 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Impinj also expects to grant the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date the notes are first issued, up to an additional $25 million aggregate principal amount of the notes.
The notes will be senior, unsecured obligations of Impinj. The notes will bear interest payable semi-annually in arrears. The notes will mature on September 15, 2029, unless earlier redeemed, repurchased or converted. The notes will be convertible into cash, shares of Impinj’s common stock, or a combination thereof, at Impinj’s election. The interest rate, initial conversion rate, and other terms of the notes will be determined at the time of pricing of the offering.
Impinj intends to use the net proceeds from the offering, and, if the option to purchase additional notes is not exercised, cash on hand, for the exchange of a portion of the aggregate principal amount of its outstanding 1.125% Convertible Senior Notes due 2027 (the “2027 Notes”) for cash and shares of Impinj’s common stock (the “2027 Note Exchange”). Impinj intends to use cash on hand to pay the cost of the capped call transactions described below and offering expenses. If there are any net proceeds from this offering after the uses described above, Impinj expects to use them for general corporate purposes.
In connection with the pricing of the notes, Impinj expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of common stock underlying the notes sold in the offering. The capped call transactions are generally expected to reduce the potential dilution to Impinj’s common stock upon any conversion of notes and/or offset any cash payments Impinj is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Impinj expects to enter into additional capped call transactions with the option counterparties.
Impinj has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Impinj’s common stock and/or enter into various derivative transactions with respect to Impinj’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Impinj’s common stock or the notes at that time. In addition, Impinj has been advised that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Impinj’s common stock and/or purchasing or selling Impinj’s common stock or other securities of Impinj in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during the observation period related to a conversion of the notes, in connection with any fundamental change repurchase or redemption of the notes and, to the extent Impinj unwinds a corresponding portion of the capped call transactions, following any other repurchase of the notes). This activity could also cause or prevent an increase or decrease in the market price of Impinj’s common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following a conversion or during any observation period related to a conversion of the notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes.
In connection with the 2027 Note Exchange, Impinj also expects that holders of 2027 Notes that exchange their 2027 Notes may enter into or unwind various derivatives with respect to Impinj’s common stock (including entering into or unwinding derivatives with one or more of the initial purchasers in the offering or their respective affiliates) and/or