Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financing reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☐As of June 30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of theRegistrant’s common stock held by non-affiliates based upon the closing price of such shares on The Nasdaq Global Market on such date wasapproximately $3.7 billion.As of January 31, 2025, 28,538,125 shares of common stock were outstanding.DOCUMENTS INCORPORATED BY REFERENCEThe information required by Part III of this report, to the extent not set forth herein, is incorporated in this report by reference to theregistrant’s definitive proxy statement relating to its 2025 annual meeting of stockholders. The definitive proxy statement will be filed withthe Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2024. Table of Contents Table of Contents Risk Factors SummaryNote Regarding Forward-Looking statements PART IItem1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities39Item6.Reserved40Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item7A.Quantitative and Qualitative Disclosures About Market Risk50Item8.Financial Statements and Supplementary Data52Item9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure88ItemControls and Procedures88 9A.Item9B.Other Information88Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections89 PARTIIIItem10.Directors, Executive Officers and Corporate Governance90Item11.Executive Compensation90Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters90Item13.Certain Relationships and Related Transactions, and Director Independence90Item14.Principal Accountant Fees and Services90 PARTIVItem15.Exhibits and Financial Statement Schedules91Item16.Form 10-K Summary94 Table of ContentsAs used in this report, the terms “Impinj,” “the Company,” “we,” “us” and “our” refer to Impinj, Inc., unless thecontext indicates otherwise. RISK FACTORS SUMMARY Our business is subject to numerous risks and uncertainties, including those highlighted in the section of thisreport captioned “Risk Factors.” These risks include, but are not limited to, the following: •we operate in a very competitive market; •RAIN adoption is concentrated in key markets and the extent and pace of RAIN market adoption beyond thosemarkets is uncertain; •our ability to deliver enterprise solutions at scale are nascent; •poor product quality could result in significant costs to us and impair our abilit