Impinj, Inc. filed a current report on Form 8-K on September 10, 2026, disclosing that it entered into privately-negotiated exchange agreements to retire approximately $56.3 million in aggregate principal amount of its outstanding 1.125% Convertible Senior Notes due 2027.

Key Highlights

  • Notes exchanged: Approximately $56.3 million in aggregate principal amount of the 1.125% Convertible Senior Notes due 2027 are being retired through the exchange.
  • Consideration offered: The company agreed to exchange approximately $56.5 million in cash and approximately 188,451 shares of common stock for the notes, with both amounts subject to adjustment.
  • Remaining balance: Immediately following the closings, approximately $1.0 million aggregate principal amount of the 2027 Notes will remain outstanding.
  • Expected closing: Closings of the exchange are expected to take place on or about September 16, 2026, following a 2-day measurement period ending September 14, 2026.
  • Funding source: The company disclosed it will use cash on hand to fund the exchange.
  • Exemption from registration: Shares issued in the exchange are being issued pursuant to the exemption under Section 4(a)(2) of the Securities Act, offered only to persons believed to be "qualified institutional buyers" under Rule 144A.

Impinj Retires Most of Its 2027 Convertible Notes in Private Exchange

According to the filing, Impinj, Inc. (NASDAQ:PI) entered into privately-negotiated exchange agreements on September 10, 2026, with certain holders of its outstanding 1.125% Convertible Senior Notes due 2027. Under the terms disclosed, the company agreed to pay approximately $56.5 million in cash and issue approximately 188,451 shares of common stock in exchange for $56.3 million in aggregate principal amount of the notes.

The filing notes that both the cash and share amounts are estimates and are subject to adjustment during a 2-day measurement period ending September 14, 2026. The approximate figures are based on an assumed price per share equal to the closing price on The Nasdaq Global Select Market on the date of each applicable exchange agreement, and on the Reference Price used in the exchange transactions. The filing states that "the actual amounts of cash paid and shares of common stock issued could vary depending on changes in the trading price of the Company's common stock during the measurement period." Closings are expected on or about September 16, 2026, funded by cash on hand.

Following the closings, the company disclosed that approximately $1.0 million in aggregate principal amount of the 2027 Notes will remain outstanding. The transaction is structured as a private placement, with shares issued under the Section 4(a)(2) exemption from Securities Act registration requirements, available only to holders the company believes qualify as "qualified institutional buyers" under Rule 144A. The filing was signed by Chris Diorio, Chief Executive Officer.

What Was Disclosed

Impinj disclosed the terms of a privately-negotiated exchange of approximately $56.3 million of its 1.125% Convertible Senior Notes due 2027 for approximately $56.5 million in cash and approximately 188,451 shares of common stock, with closing expected around September 16, 2026.