Impinj (PI) FY2025 10-K Risk Factors: 13 New, 10 Dropped

What the changes say

Impinj faces increased competition from Chinese semiconductor priorities and alternative tech.

What changed since the prior 10-K

New

NewRisks Relating to Our Platform, Products and Technologies
Tag production systems: CISC
Chinese government priorities to develop its semiconductor industry could increase global competition and restrict Impinj's participation in China.
NewRisks Relating to Our Platform, Products and Technologies
Alternative technologies may enable products and services that compete with ours
Breakthroughs in legacy RFID or other radio technologies could create lower-cost ICs and make Impinj products obsolete.
NewRisks Relating to Our Platform, Products and Technologies
Some of our partners offer competitive products or services
Certain OEM partners use Impinj reader ICs and readers to build competing gateways and products.
NewRisks Relating to Our Personnel and Business Operations
demand distortions caused by partners or end users canceling orders, qualifying alternative suppliers or purchasing from our competitors
Supplier manufacturing failures or facility closures could disrupt product delivery and force lengthy requalification processes.
NewRisks Relating to Our Personnel and Business Operations
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
Silicon wafer cyclicality and constraints in testing, thinning, bumping, and dicing can limit sales and inflate component costs.
NewRisks Relating to Our Personnel and Business Operations
When we introduce new products, we may initially carry higher inventory or allow for slower inventory turns
Inaccurate partner demand forecasts and order cancellations can cause high inventory levels and product obsolescence expenses.
NewRisks Relating to Our Personnel and Business Operations
We must attract and retain employees with specialized knowledge and experience to compete effectively
The loss of key technical and business personnel could harm operations if replacements are not successfully recruited and trained.
NewRisks Relating to Our Personnel and Business Operations
Acquisitions could result in operating difficulties, dilution and other harmful consequences
The acquisition of Voyantic Oy and potential future strategic transactions create integration risks and unforeseen operating difficulties.
NewRisks Relating to Our Personnel and Business Operations
Changes in global trade policies could have a material adverse effect on us
New reciprocal tariffs and Section 232 investigations on semiconductors and electronics could materially impact trade.
NewRisks Relating to Our Personnel and Business Operations
Utilizing emerging technologies such as artificial intelligence, or AI, and machine learning, or ML, could expose us to business, financial, legal or reputational risks
Utilizing artificial intelligence and machine learning tools exposes Impinj to security breaches, IP complications, and data inaccuracies.
NewRisks Relating to Privacy and Cybersecurity
products that comply with the guidelines. If our products do not comply or enable compliance with the guidelines, then our business may suffer
Evolving data security and privacy laws like CCPA, CPRA, and GDPR may require costly product and policy modifications.
NewRisks Relating to U.S. Federal Income Tax
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value-added or similar taxes
Taxing authorities might successfully assert that Impinj should have collected sales, use, or value-added taxes.
NewRisks Relating to Owning or Trading Our Securities
We are subject to counterparty risk with respect to the capped call transactions

Dropped

DroppedRisks Relating to Our Platform, Products and Technologies
Test and measurement systems: CISC
DroppedRisks Relating to Our Platform, Products and Technologies
increased insurance costs
Test and measurement systems competition from CISC.
DroppedRisks Relating to Our Platform, Products and Technologies
Technology developments may affect our business negatively. Breakthroughs in legacy RFID technologies or markets, including those using low frequency or high frequency RFID technology, or in other radio technologies, could adversely affect RAIN market growth and demand for our products
DroppedRisks Relating to Our Platform, Products and Technologies
Sales of some of our products could cannibalize revenue from other products
DroppedRisks Relating to Our Personnel and Business Operations
Some products have long lead times, and we place orders for them many months before our anticipated delivery dates to our customers. If we inaccurately forecast customer demand, then we may be unable to meet our customers’ delivery requirements or we may accumulate excess inventory, increasing our costs
DroppedRisks Relating to Our Personnel and Business Operations
Shortages of silicon wafers, IC post-processing capacity or components used in our readers and gateways may adversely affect our ability to meet demand for our products and adversely affect our revenue and/or gross margins
DroppedRisks Relating to Our Personnel and Business Operations
We regularly evaluate potential strategic transactions, and we may pursue them if complementary to our business. For example, in April 2023 we completed our acquisition of Voyantic Oy, a global provider of RFID (primarily RAIN and NFC) inlay and label design, manufacturing and test systems
DroppedRisks Relating to Our Personnel and Business Operations
Changes in U.S. and foreign laws and policies governing international trade, export controls, manufacturing, development and investment in the jurisdictions where we currently develop and sell products, and any negative consequences resulting from such changes, could materially affect our business
DroppedRisks Relating to Our Intellectual Property
practicing the protocol. As a participant in developing ISO standards, we agreed to license on a RAND basis those of our patents necessary to practice those standards, subject to us receiving a reciprocal RAND license from the other entity practicing the standard
DroppedRisks Relating to U.S. Federal Income Tax
The CHIPS and Science Act, enacted August 9, 2022, provides tax credits for semiconductor manufacturing activities within the United States, but because we outsource our semiconductor manufacturing we do not expect to be entitled to these tax credits

Reworded

96% rewrittenRisks Relating to Our Personnel and Business Operations
We bear inventory risks because our products have relatively long lead times, demand for them is hard to accurately forecast, and we rely on partners to sell and distribute them
Streamlined inventory risk description to focus on long lead times, demand forecasting difficulties, and partner distribution reliance.
Was: We bear inventory risks because our products have relatively long lead times, demand for our products are hard to accurately forecast, and we rely on partners to sell and distribute our products
83% rewrittenRisks Relating to Our Platform, Products and Technologies
Our products must meet increasingly demanding specifications for quality, reliability and performance. Our products are both highly technical and deployed in large, complex systems in which errors, defects or incompatibilities can be problematic for our partners and end users
Added specific remediation cost and supply constraint warnings if product quality issues arise.
79% rewrittenRisks Relating to U.S. Federal Income Tax
Changes in tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions
Updated tax law references to include recent 2025 amendments governing R&D expenditure treatments.
73% rewrittenRisks Relating to Our Personnel and Business Operations
We obtain the products we sell through a limited number of third parties with whom we do not have long-term supply contracts
Condensed third-party supply constraints and foundry partner dependencies into a bulleted list format.
70% rewrittenRisks Relating to Our Financial Position and Capital Needs
We have a history of losses and have only achieved profitability periodically. We cannot be certain that we will attain or sustain profitability in the future
Updated historical context regarding profitability to reflect achieving profitability in 2024.
68% rewrittenRisks Relating to Our Relationships with Partners and End Users
Increasing attention to environmental, social and governance and regulatory matters may cause us to incur additional costs or expose us to additional risks
Added conflict minerals disclosure and reporting requirements for products using materials from the DRC.
61% rewrittenRisks Relating to Our Platform, Products and Technologies
We must introduce new products, services and solutions to compete effectively
Added specific mention of enterprise solutions and noted that software and cloud services have not yet become material revenue sources.
Was: We must introduce new products, product enhancements and services to compete effectively
58% rewrittenRisks Relating to Privacy and Cybersecurity
We cannot be sure that any limitation-of-liability provisions in our agreements with customers, contracts with third-party vendors and service providers or other contracts will protect us from liabilities or damages against claims relating to a security breach or incident or other privacy- or security-related issue
Retained core RFID privacy and European Commission guidance risk while maintaining consistent legal framing.
Was: We cannot be sure that any limitation-of-liability provisions in our agreements with customers, contracts with third-party vendors and service providers or other contracts will protect us from liabilities or damages against claims relating to a security breach or other privacy- or security-related issue
57% rewrittenRisks Relating to Our Platform, Products and Technologies
Changes in our product mix could adversely affect our overall gross margin
54% rewrittenRisks Relating to Our Intellectual Property
Intellectual property policies of industry standards organizations in whose working groups we participate could require us to provide royalty-free licenses of some to our intellectual property
53% rewrittenRisks Relating to Our Platform, Products and Technologies
We operate in a very competitive market
52% rewrittenRisks Relating to Our Platform, Products and Technologies
Our readers and gateways are collectively certified for use in more than 40 countries worldwide, including the United States, Canada, Mexico, China, Japan, South Korea and every country in the European Union, or the EU
50% rewrittenRisks Relating to Our Platform, Products and Technologies
Significant changes in RAIN standards bodies, standards or qualification processes, or their failure to meet or to keep up with RAIN market needs, could impede our ability to sell our products and services
Was: Significant changes in RAIN standards bodies, standards or qualification processes could impede our ability to sell our products and services
46% rewrittenRisks Relating to Our Platform, Products and Technologies
Our licensing program is nascent and limited
Was: Our licensing program is nascent
43% rewrittenRisks Relating to Owning or Trading Our Securities
Transactions relating to the 2021 or the 2025 Notes may affect our stock’s value
Was: Transactions relating to the 2021 Notes may affect our stock’s value
43% rewrittenRisks Relating to Our Relationships with Partners and End Users
Our competitors’ relationships with, or acquisitions of, these partners or distributors could interfere with our relationships with them. Any such interference could impair or delay our product sales or increase our cost of sales
41% rewrittenRisks Relating to Our Platform, Products and Technologies
Average selling prices of our products could fluctuate substantially
Was: The average selling prices of our products could fluctuate substantially
40% rewrittenRisks Relating to Our Personnel and Business Operations
Our business operations could be adversely affected by natural disasters or public health outbreaks and pandemics
40% rewrittenRisks Relating to Our Personnel and Business Operations
Instability or deterioration in the political, legal, social, business or economic conditions in the U.S. or in key jurisdictions could harm our business
Was: Instability or deterioration in the political, social, business or economic conditions in key jurisdictions could harm our supply or development of products
36% rewrittenRisks Relating to U.S. Federal Income Tax
Our ability to use net operating losses and research and development credits to offset future taxable income and income taxes may be limited
34% rewrittenRisks Relating to Our Platform, Products and Technologies
An inability or limited ability of end user systems to exploit RAIN information may adversely affect the market for our products
32% rewrittenRisks Relating to Our Platform, Products and Technologies
marketing, sales and support effectiveness
Was: the effectiveness of our marketing, sales and support
26% rewrittenRisks Relating to Our Platform, Products and Technologies
RAIN adoption is concentrated in key markets and the extent and pace of RAIN market adoption beyond those markets is uncertain
25% rewrittenRisks Relating to Our Relationships with Partners and End Users
Our partners may not properly forecast end users’ demand for our products
24% rewrittenRisks Relating to Our Platform, Products and Technologies
We are still developing our ability to deliver enterprise solutions. If we do not succeed in identifying, developing, selling and deploying enterprise solutions with top-tier partners and end users across various markets and use cases, then our business prospects will suffer
Was: We believe we are still at a very early stage in our ability to deliver enterprise solutions. If we do not succeed in identifying, developing, selling and deploying enterprise solutions with top-tier partners and end users across a range of markets and use cases, then our business prospects will suffer
21% rewrittenRisks Relating to Our Platform, Products and Technologies
We rely on endpoint IC sales to generate most of our revenue

All 74 risk factors

Headings as the filing states them, in filing order.

Risks Relating to Our Platform, Products and Technologies

01We operate in a very competitive market53% rewritten
02Tag production systems: CISCNew
03RAIN adoption is concentrated in key markets and the extent and pace of RAIN market adoption beyond those markets is uncertain26% rewritten
04We must introduce new products, services and solutions to compete effectively61% rewritten
05marketing, sales and support effectiveness32% rewritten
06We are still developing our ability to deliver enterprise solutions. If we do not succeed in identifying, developing, selling and deploying enterprise solutions with top-tier partners and end users across various markets and use cases, then our business prospects will suffer24% rewritten
07We rely on endpoint IC sales to generate most of our revenue21% rewritten
08Average selling prices of our products could fluctuate substantially41% rewritten
09Pricing commitments and other restrictive provisions in our customer agreements could adversely affect our operating results
10Changes in our product mix could adversely affect our overall gross margin57% rewritten
11Our products must meet increasingly demanding specifications for quality, reliability and performance. Our products are both highly technical and deployed in large, complex systems in which errors, defects or incompatibilities can be problematic for our partners and end users83% rewritten
12End users and partners must design our products into their products and business processes
13Our visibility into the length of the sales and deployment cycles for our products is limited
14An inability or limited ability of end user systems to exploit RAIN information may adversely affect the market for our products34% rewritten
15Alternative technologies may enable products and services that compete with oursNew
16Significant changes in RAIN standards bodies, standards or qualification processes, or their failure to meet or to keep up with RAIN market needs, could impede our ability to sell our products and services50% rewritten
17Our readers and gateways are collectively certified for use in more than 40 countries worldwide, including the United States, Canada, Mexico, China, Japan, South Korea and every country in the European Union, or the EU52% rewritten
18Some of our partners offer competitive products or servicesNew
19Our licensing program is nascent and limited46% rewritten

Risks Relating to Our Personnel and Business Operations

20We obtain the products we sell through a limited number of third parties with whom we do not have long-term supply contracts73% rewritten
21demand distortions caused by partners or end users canceling orders, qualifying alternative suppliers or purchasing from our competitorsNew
22The availability of silicon wafers and other key inputs to our business can fluctuate and shortages can adversely affect our revenue and/or gross marginsNew
23We bear inventory risks because our products have relatively long lead times, demand for them is hard to accurately forecast, and we rely on partners to sell and distribute them96% rewritten
24When we introduce new products, we may initially carry higher inventory or allow for slower inventory turnsNew
25We must attract and retain employees with specialized knowledge and experience to compete effectivelyNew
26Acquisitions could result in operating difficulties, dilution and other harmful consequencesNew
27unanticipated or unknown liabilities relating to the acquired business
28Changes in global trade policies could have a material adverse effect on usNew
29We are subject to risks inherent in operating abroad and may not be able to successfully maintain or expand our international operations
30We are subject to governmental export and import controls, and trade and economic sanctions that could impair our ability to compete in international markets and subject us to liability if we fail to comply
31Instability or deterioration in the political, legal, social, business or economic conditions in the U.S. or in key jurisdictions could harm our business40% rewritten
32We could be forced to transfer our manufacturing, testing and post-processing activities to more stable, and potentially more costly, regions or find alternative suppliers
33Our business operations could be adversely affected by natural disasters or public health outbreaks and pandemics40% rewritten
34Utilizing emerging technologies such as artificial intelligence, or AI, and machine learning, or ML, could expose us to business, financial, legal or reputational risksNew

Risks Relating to Our Relationships with Partners and End Users

35We rely on a small number of customers for a large share of our revenue
36Our competitors’ relationships with, or acquisitions of, these partners or distributors could interfere with our relationships with them. Any such interference could impair or delay our product sales or increase our cost of sales43% rewritten
37Our ability to affect or determine end-user demand is limited in part because we sell and fulfill primarily through partners and rarely directly to end users
38Our partners may not properly forecast end users’ demand for our products25% rewritten
39Our growth strategy depends in part on the success of strategic relationships with third parties and their continued performance and alignment
40If we fail to maintain or enhance our brand recognition or reputation on which our business depends, then our business could be harmed
41managing both positive and negative publicity
42Increasing attention to environmental, social and governance and regulatory matters may cause us to incur additional costs or expose us to additional risks68% rewritten

Risks Relating to Our Intellectual Property

43If we are unable to protect and enforce our intellectual property, then our business could be adversely affected
44As we increasingly work with third parties, possibly including parties that compete with us to an extent, to advance our technical innovations and features, we cannot guarantee that our efforts to protect our intellectual property will be completely effective
45we will retain the right to ask for a royalty-bearing license to an industry standard if we fail to file an intellectual property declaration pursuant to the standards process
46We have been and may in the future be party to intellectual property disputes which could be time consuming and costly to prosecute, defend or settle, result in the loss of significant rights, and adversely affect RAIN adoption or adoption of our products or platform
47pay substantial damages to our partners or end users for them to discontinue using, or replace, infringing products with noninfringing products
48Intellectual property policies of industry standards organizations in whose working groups we participate could require us to provide royalty-free licenses of some to our intellectual property54% rewritten
49We rely on third-party license agreements which, if impaired or terminated, could cause production or shipment delays that could harm our business
50Our use of open-source software and AI tools may expose us to additional risks and weaken our intellectual property rights

Risks Relating to Privacy and Cybersecurity

51Privacy and security concerns relating to RAIN could damage our reputation and deter current or potential customers from using our products
52We cannot be sure that any limitation-of-liability provisions in our agreements with customers, contracts with third-party vendors and service providers or other contracts will protect us from liabilities or damages against claims relating to a security breach or incident or other privacy- or security-related issue58% rewritten
53products that comply with the guidelines. If our products do not comply or enable compliance with the guidelines, then our business may sufferNew
54Additionally, if we fail to develop products that meet end-user privacy requirements, then end users may choose not to use our products
55A breach of security or other security incident impacting our systems or others used in our business could have an adverse effect on our business

Risks Relating to Our Financial Position and Capital Needs

56We have a history of losses and have only achieved profitability periodically. We cannot be certain that we will attain or sustain profitability in the future70% rewritten
57We have a history of significant fluctuations in our quarterly and annual operating results
58unanticipated impairment of long-lived assets and goodwill
59Debt financing, if available, may include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, expending capital or declaring dividends, or may impose financial covenants that limit our ability to achieve our business objectives

Risks Relating to U.S. Federal Income Tax

60Our ability to use net operating losses and research and development credits to offset future taxable income and income taxes may be limited36% rewritten
61We could be subject to additional income tax liabilities
62Changes in tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions79% rewritten
63Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value-added or similar taxesNew

Risks Relating to Our Financial Reporting and Disclosure

64Any failure to maintain an effective system of disclosure and internal controls over financial reporting, or our ability to produce timely and accurate financial statements, could adversely affect investor confidence in us
65As a public company, we must maintain effective disclosure controls and procedures and internal control over financial reporting. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud

Risks Relating to Owning or Trading Our Securities

66The market price of our common stock has been and will likely continue to be volatile, and the value of your investment could decline significantly
67general economic conditions and slow or negative growth in the markets in which we operate
68Transactions relating to the 2021 or the 2025 Notes may affect our stock’s value43% rewritten
69We are subject to counterparty risk with respect to the capped call transactionsNew
70Our principal stockholders and management own a significant percentage of our stock and are able to exercise significant influence over matters subject to stockholder approval
71We may not have sufficient cash flow or access to cash necessary to satisfy our obligations under the 2021 Notes and the 2025 Notes, and our current and future indebtedness may restrict our business
72Anti-takeover provisions in our charter documents and under Delaware or Washington law could prevent, delay or impede an acquisition of us and constrain our stock price
73provide that special meetings of our stockholders may be called only by the chair of the board, our chief executive officer or the board of directors
74Our bylaws include provisions that could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees

Other Impinj 10-Ks

FY2024 10-K risk factors
71 risks
Impinj relies heavily on endpoint IC sales, third-party wafer foundries, and international markets for revenue.
Filed Feb 10, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.