Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
We must continue to introduce new products, services and solutions to foster growth and RAIN adoption.
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/CIK 0001114995
/10-K filed Feb 9, 2026, compared with Feb 10, 2025
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Nasdaq
Technology · Electronic Components
Impinj Inc PI
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 10, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
19 paragraphs in Risk Factors of the 10-K filed Feb 9, 2026 with nothing like them in the 10-K filed Feb 10, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
•the quality, reliability and selling price of our products, services or solutions; and
If we are unable to identify or correct errors, defects, incompatibilities or other problems in our products, we could experience a number of negative consequences, including lost or delayed sales or market acceptance (either of our products and solutions or RAIN generally), loss of market share and damage to our brand and reputation, increased service, warranty and replacement costs and legal actions by our partners or end users.
Our licensing program is also not singly focused on generating licensing revenue. Our desire to maintain close, strategic relationships with important partners or end users and to encourage them to use innovations such as Gen2X may cause us to license our intellectual property for reasons that go beyond simply deriving licensing revenue.
•demand distortions caused by partners or end users canceling orders, qualifying alternative suppliers or purchasing from our competitors.
The availability of silicon wafers and other key inputs to our business can fluctuate and shortages can adversely affect our revenue and/or gross margins.
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When we introduce new products, we may initially carry higher inventory or allow for slower inventory turns.
We must attract and retain employees with specialized knowledge and experience to compete effectively.
Hiring and retaining employees with RAIN technical and business knowledge and experience are critical to our success. We have been fortunate to have hired and retained many such employees in our history, but as employees depart or retire we must recruit and train their successors to remain competitive. We must also adapt to changes in our executive team from time to time. Our business could be significantly harmed if we were not able to attract and retain key talent, or if we were not able to effectively manage transitions in personnel and leadership as they arise.
The state of tariffs and other trade measures worldwide remains very uncertain. Trade is a focus of the current U.S. administration, and the administration has been very active in this area. Overall, a full understanding of whether and when tariffs and other trade restrictions will be implemented and their amount, scope and nature are unclear. Also unclear is how other countries will respond to the United States’ trade proposals and actions.
As of the date of this filing, a minimum 10% reciprocal tariff applies to nearly all U.S. imports from trade partners except Canada, Mexico and countries with which the United States does not have “normal trade relations.” Goods that include certain semiconductors, consumer electronics, computers and other similar items are currently excepted. However, the United States has initiated Section 232 investigations on these types of products and may eventually impose specific tariffs on them or on products that incorporate them; Section 232 tariffs have also been imposed on imports of certain commodities made of materials that include steel, aluminum and copper. In addition, a Section 301 tariff has been imposed on certain semiconductors from China, and an additional Section 301 tariff is expected to be added on these products beginning in June 2027. The United States has also implemented higher reciprocal tariffs on goods imported from many other countries and jurisdictions including Taiwan, Malaysia, the European Union, Japan and South Korea, since August 2025. Higher, fentanyl-related tariffs are also in effect on goods from China (currently an additional 10%) and on goods from Canada and Mexico that do not qualify for duty free entry under the United States-Mexico-Canada Agreement (35% for Canada as of August 2025 and 25% for Mexico). Legal challenges to some of these tariffs are currently under review in U.S. courts. Significant trade partners such as Mexico, Canada and the European Union have imposed, or announced plans to impose, retaliatory tariffs. All of these tariffs are subject to further changes.
Political, legal, social, business or economic instability in the United States could negatively affect our business. For example, more restrictive immigration laws or more restrictive enforcement of existing laws in the United States where we are headquartered could negatively affect our ability to hire and retain qualified personnel in vital roles.
Utilizing emerging technologies such as artificial intelligence, or AI, and machine learning, or ML, could expose us to business, financial, legal or reputational risks.
Rapid advancements in AI and ML offer great potential for improving our solution performance, corporate operating efficiency and engineering development, but employing them can also increase our business, financial, legal and other risks. As we introduce more AI and ML tools into our products and operations going forward, we must guard against risks associated with using them. These risks include improper product operation, potential security breaches or incidents, inadvertently disclosing confidential or sensitive data, inaccuracies or improper bias in our operations or in data derived from using our products or services, legal claims, noncompliance with industry standards, complications establishing or asserting intellectual property ownership and reputational harm. In addition, increased adoption of AI technology by us and third-party partners may also increase the risks of cybersecurity incidents.
shipments until we can develop, license, integrate and deploy alternative technologies which, if even possible, could harm our business and operating results.
products that comply with the guidelines. If our products do not comply or enable compliance with the guidelines, then our business may suffer.
Transactions relating to the 2021 or the 2025 Notes may affect our stock’s value.
We are subject to counterparty risk with respect to the capped call transactions.
The financial counterparties to the capped call transactions are financial institutions, and we will be subject to the risk that one or more of the financial counterparties may default under the capped call transactions. Our exposure to the credit risk of the financial counterparties to the capped call transactions will not be secured by any collateral.
Global economic conditions have in the past resulted in the actual or perceived failure and/or financial difficulties of many financial institutions. If a financial counterparty to the capped call transactions becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at the time under the capped call transactions with such financial counterparty. Our exposure will depend on many factors but, generally, our exposure will increase if the market price or the volatility of our common stock increases. In addition, upon a default by a financial counterparty to the capped call transactions, we may suffer adverse tax consequences and experience more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the financial counterparties to the capped call transactions.
Paragraphs in the 10-Q filed Oct 28, 2026 that were not in the one before
New in the latest 10-Q
15 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Jul 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Note 8. Net Earnings (loss) per Share For the periods presented, the following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net earnings (loss) per share (in thousands, except per share amounts):
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Induced conversion expense decreased $13.2 million for the period due to the following:
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Induced conversion expense decreased $1.3 million for the period due to the following:
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025
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Risk Factors
• the need to identify and substitute components used in our products and requalify those products if the original components have significant price increases, have extended lead times or become unavailable;
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Share sales and buybacks
None except as previously reported in our Current Report on Form 8-K filed on September 10, 2026.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 9, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
We compete aggressively in the endpoint IC market, and we have grown our endpoint IC volumes as the market itself has grown. Whereas we believe the endpoint IC market and our opportunity will continue growing, the fact that our historically largest market segment, retail apparel, is now in mainstream adoption means significant new growth will be increasingly reliant on new market segments or product categories such as SC&L, retail general merchandise and food. Increasing our market share is also key to our endpoint IC volume growth. Our ability to consistently grow our endpoint IC volumes, particularly on a year-over-year basis, is not assured, and any failure to do so could negatively affect our financial results and stock price.
Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
The semiconductor and semiconductor-products industry is experiencing significant product-supply shortfalls and cost increases from AI demand. Prices for semiconductor memory, processors, components and peripherals as well as for related technologies are rising and lead times are lengthening. AI demand could also affect our wafer pricing or availability. Any or all of these shortfalls or price increases could reduce our product availability, sales, revenue or gross margins, adversely affecting our business.
Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
In February 2026, the U.S. Supreme Court determined that the International Emergency Economic Powers Act, or IEEPA, did not authorize the tariffs the U.S. administration had implemented in 2025. Following that decision, the administration rescinded the tariffs imposed under IEEPA effective February 24, 2026, and in its place imposed a surcharge on U.S. imports under Section 122 of the Trade Act of 1974. The Section 122 surcharge expired effective July 24, 2026, after which the U.S. administration imposed tariffs of 10% or 12.5% on the largest U.S. trading partners under authorities provided in Section 301 of the Trade Act of 1974, following determinations that those U.S. trading partners insufficiently enforce forced labor laws. Under separate authority, the U.S. also imposed tariffs on imports of steel, aluminum and copper; on certain semiconductor products including higher tariffs on Chinese-origin semiconductors; and on certain additional items under Section 232 of the Trade Expansion Act of 1962. Based on trade actions undertaken and/or threatened by the U.S. since 2025, significant trade partners such as Mexico, China and the European Union have at times imposed, or announced plans to impose, retaliatory tariffs. In August 2026, the U.S. administration invoked Section 338 of the Tariff Act of 1930 to impose 50% tariffs on a range of imports from Canada, resulting in retaliatory trade actions by Canada effective September 2026 and still further escalation of U.S. measures in response to Canada’s actions.
Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
Geopolitical disruptions could impact our product supply, ability to sell and/or customer or market demand.
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Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
• we will have or retain the right or ability to file for patents, trademarks or copyrights in technical or solutions opportunities where we work with third parties.
Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
More generally, the cybersecurity and privacy legislative and regulatory landscape in the United States, EU and other jurisdictions continues to evolve. Aspects of key laws and regulations addressing data security and privacy - including, for example, the California Consumer Privacy Act of 2018, the California Privacy Rights Act, similar laws enacted in other states, the EU General Data Protection Regulation and the EU Cyber Resilience Act - remain unclear as of the date of this report and continue evolving, potentially with far-reaching implications.
Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
Laws and regulations relating to privacy, data protection and cybersecurity, related industry standards and guidelines, and extensions of these laws, regulations, standards, guidelines, etc. may require us to modify our products, practices and policies. We may not be able to make these modifications on commercially reasonable terms, if at all. Any failure or perceived failure by us to comply with these privacy, data protection or cybersecurity requirements could result in adverse consequences such as claims, litigation, legal and other costs, fines, penalties or other liabilities. Additionally, end users may choose not to use our products.
Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
• the need to identify and substitute components used in our products and requalify those products if the original components have significant price increases, have extended lead times or become unavailable;
Added10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
• our ability to develop and market new and enhanced products on a timely basis;
Reworded10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
Reworded10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
Going forward, RAIN adoption, as well as including adoption of our platform platform, products and products, including our Gen2X features, depends innovations like Gen2X, will depend on many factors, including such as the extent to which end users understand and embrace the benefits that RAIN and our platforms platforms, products and products features offer; whether their benefits outweigh the cost and time to replace or modify end users’ existing systems and processes; and whether they meet end users’ current or anticipated needs.
Reworded10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
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In addition, the United States and other countries continue to expand the economic sanctions and export control restrictions imposed against in response to global conflicts including in Russia and Belarus Ukraine and certain Russian nationals and entities after Russia invaded Ukraine. in the Middle East.
Reworded10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
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Loss of any such licenses could cause manufacturing interruptions or delays or reductions in product shipments until we can develop, license, integrate and deploy alternative technologies which, if even possible, could harm our business and operating results.
Reworded10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
In addition, upon a default by a financial counterparty to the capped call transactions, we may suffer adverse tax consequences and experience more dilution than we currently anticipate with respect to our common stock.
Reworded10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
Trade is a focus of the current U.S. administration, as are tariffs, and the administration has been very active in this area. U.S. policies have shifted rapidly as a result.
Reworded10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
If the inventory and resale information our partners and distributors they provide is inaccurate, or if we do not receive it in a timely manner, then we may not have a reliable view of products we expect to be sold to end users their stock and market demand, which could ultimately have a negative impact on our operating results.
Reworded10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
We strive to regularly introduce new products and services to advance our business, satisfy increasingly demanding end-user requirements and grow the RAIN market adoption. by committing significant resources developing and introducing new or enhanced products, services and solutions.
Quiet changes10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
Our ability to affect or determine end-user demand is limited in part because we sell and fulfill primarily mostly through partners and rarely directly to end users.
Quiet changes10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
If we decline to accept an invitation to license or to if we refute an asserted claim, then the offering or claiming party may pursue litigation against us.
Quiet changes10-Q Oct 28, 2026 vs 10-K Feb 9, 2026
Our exposure to the credit risk of the financial counterparties to the capped call transactions will is not be secured by any collateral.
The first 25 of 71 are shown (at most 12 of each type).
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 9, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 10, 2025
capped call ×13call transactions ×13trade wars ×3cloud services ×2trade partners ×2section tariff ×2political legal ×2legal social ×2nols arising ×2taxable years ×2years beginning ×2taxable year ×2tax imposed ×2
Where each one is used
- capped call: In December 2019 and in September 2025, we issued the 2019 and 2025 Notes, respectively. At the time of each issuance, we entered into privately negotiated capped call transactions with financial counterparties to mitigate the dilutive impact above a given stock price. We left the capped call transactions related...
- call transactions: In December 2019 and in September 2025, we issued the 2019 and 2025 Notes, respectively. At the time of each issuance, we entered into privately negotiated capped call transactions with financial counterparties to mitigate the dilutive impact above a given stock price. We left the capped call transactions related...
- trade wars: •restrictions, or changes thereof, on foreign trade or investment, including trade wars and currency-exchange controls, including as a result of sanctions against Russia;
- cloud services: Whether our new or enhanced products, services and solutions will succeed is uncertain. For example, our software and cloud services offerings have not yet grown into a material source of revenue, and whether or when our investment in these areas will be successful is uncertain. Our success developing the...
- trade partners: As of the date of this filing, a minimum 10% reciprocal tariff applies to nearly all U.S. imports from trade partners except Canada, Mexico and countries with which the United States does not have “normal trade relations.” Goods that include certain semiconductors, consumer electronics, computers and other similar...
- section tariff: As of the date of this filing, a minimum 10% reciprocal tariff applies to nearly all U.S. imports from trade partners except Canada, Mexico and countries with which the United States does not have “normal trade relations.” Goods that include certain semiconductors, consumer electronics, computers and other similar...
- political legal: Instability or deterioration in the political, legal, social, business or economic conditions in the U.S. or in key jurisdictions could harm our business.
- legal social: Instability or deterioration in the political, legal, social, business or economic conditions in the U.S. or in key jurisdictions could harm our business.
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
17 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
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