IMPINJ (PI) CFO logs PSU share vesting and tax withholding swap

Rhea-AI Filing Summary

IMPINJ INC chief financial officer Cary Baker reported equity award activity involving company common stock. On the reported date, he acquired 8,508 shares of common stock at no cost through the vesting of previously granted performance-based restricted stock units after corporate performance goals were certified as achieved.

In a related exempt transaction, he disposed of 2,234 shares back to the company at $127.92 per share to cover tax withholding obligations triggered by the vesting. After these transactions, he directly owned 87,877 shares of IMPINJ common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Baker Cary

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	8,508	$0.00	--
Tax Withholding	Common Stock	2,234	$127.92	$286K

Holdings After Transaction: Common Stock — 90,111 shares (Direct)

Footnotes (1)

1. On March 23, 2023, the Reporting Person was granted performance restricted stock units (PSUs). The PSUs vested upon the Reporting Person's satisfaction of certain performance criteria. On February 18, 2026, the Issuer's Board of Directors determined the level at which the corporate performance goals were attained, resulting in the vesting of 8,508 shares of Common Stock underlying the PSUs. In an exempt disposition to the Issuer under Rule 16b-3(e), the Reporting Person remitted shares to the Issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of the PSUs.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Baker Cary

(Last) (First) (Middle)

400 FAIRVIEW AVE N. SUITE 1200

(Street)

SEATTLE WA 98109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IMPINJ INC [ PI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		8,508(1)	A	$0	90,111	D
Common Stock	02/20/2026		F(2)		2,234	D	$127.92	87,877	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 23, 2023, the Reporting Person was granted performance restricted stock units (PSUs). The PSUs vested upon the Reporting Person's satisfaction of certain performance criteria. On February 18, 2026, the Issuer's Board of Directors determined the level at which the corporate performance goals were attained, resulting in the vesting of 8,508 shares of Common Stock underlying the PSUs.

2. In an exempt disposition to the Issuer under Rule 16b-3(e), the Reporting Person remitted shares to the Issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of the PSUs.

	/s/ Yukio Morikubo, Attorney in fact for Cary Baker	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did IMPINJ (PI) CFO Cary Baker report?

Cary Baker reported an award of 8,508 IMPINJ common shares from vested performance stock units and a related disposition of 2,234 shares. The disposition was to the company to satisfy tax withholding obligations arising from that vesting.

Was the IMPINJ (PI) CFO’s share disposition an open-market sale?

No, the 2,234-share disposition by the IMPINJ CFO was an exempt transaction to the company. It was used to cover tax withholding obligations tied to vesting performance stock units, not an open-market sale to outside investors.

How many IMPINJ (PI) shares did the CFO receive from performance units?

The CFO received 8,508 IMPINJ common shares upon vesting of performance restricted stock units. The board determined corporate performance levels first, and those results drove how many shares vested from the original performance-based equity grant.

At what price were IMPINJ (PI) shares used for the tax-withholding disposition?

The 2,234 IMPINJ shares remitted for tax withholding were valued at $127.92 per share. These shares were delivered back to the company to satisfy tax liabilities created by the vesting of performance restricted stock units.

How many IMPINJ (PI) shares does the CFO own after these transactions?

Following the award and tax-withholding disposition, the CFO directly owns 87,877 IMPINJ common shares. This figure reflects the net impact of the 8,508-share vesting and the 2,234 shares surrendered to the company for taxes.