UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2025

Impinj, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37824		91-2041398
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(Address of principal executive offices, including zip code)

(206) 517-5300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PI	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2025, the Board of Directors (the “Board”) of Impinj, Inc. (the “Company”) set the size of the Board at seven directors and appointed Arthur L. Valdez Jr. to serve as a director, with an initial term expiring at the Company’s next annual meeting of stockholders, in each case effective as of October 20, 2025.

There are no arrangements or understandings between Mr. Valdez, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Valdez was selected as a director. There are no related party transactions between the Company and Mr. Valdez (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Valdez does not have any family relationships with any of the Company’s directors or executive officers. Mr. Valdez will participate in the Company’s outside director compensation policy as in effect from time to time. In addition, Mr. Valdez will enter into a standard indemnification agreement in the form previously approved by the Board.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURE

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 hereunto duly authorized.

		Impinj, Inc.
Date: October 20, 2025		By:		/s/ Chris Diorio
				Chris Diorio
				Chief Executive Officer