Impinj, Inc. announced on September 10, 2026, that it has entered into privately-negotiated exchange agreements with holders of its outstanding 1.125% Convertible Senior Notes due 2027. The company agreed to exchange approximately $56.5 million in cash and approximately 188,451 shares of common stock for $56.3 million in aggregate principal amount of those notes.
The exchange transaction, known as the 2027 Notes Exchange, is structured as a private placement. The shares of common stock issued will be offered pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2). The transaction is being conducted only with persons believed to be "qualified institutional buyers" within the meaning of Rule 144A.
The amounts of cash and stock to be exchanged are subject to adjustment during a two-day measurement period ending September 14, 2026. The actual amounts could vary depending on changes in the trading price of Impinj’s common stock during this period. Closings of the exchange are expected to occur on or about September 16, 2026.
Impinj stated that it will use cash on hand to fund the exchange. Following the closings of the 2027 Notes Exchange, approximately $1.0 million in aggregate principal amount of the notes will remain outstanding.
