SITIME Corp

Previous wording

Revenue increased by $25.6 million, or 58%, for the three months ended June 30, 2025 compared to the same period in the prior year. Revenue increased by $52.9 million, or 69%, for the six months ended June 30, 2025 compared to the same period in the prior year. The increase in both periods was primarily related to an increase in sales volume as well as increase in average selling prices of our products due to change in mix of the products we shipped.

Current wording

Revenue increased by $25.9 million, or 45%, for the three months ended September 30, 2025 compared to the same period in the prior year. Revenue increased by $78.8 million, or 59%, for the nine months ended September 30, 2025 compared to the same period in the prior year. The increase in both periods was primarily related to an increase in sales volume as well as increase in average selling prices of our products due to change in mix of the products we shipped.

Previous wording

Sales attributable to our largest end customer through multiple distributors accounted for 17% and 18% of our revenue for the three months ended June 30, 2025 and 2024, respectively, and 18% and 18% of our revenue for the six months ended June 30, 2025 and 2024, respectively. Our end customers predominantly purchase our products from distributors. Our top three customers by revenue, which are distributors, together accounted for approximately 66% and 55% of our revenue for the three months ended June 30, 2025 and 2024, respectively, and 64% and 54% of our revenues for the six months ended June 30, 2025 and 2024, respectively. Revenue attributable to our largest ten end customers accounted for 64% and 59% for the three months ended June 30, 2025 and 2024, respectively, and 64% and 57% of our revenues for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Sales attributable to our largest end customer through multiple distributors accounted for 18% and 23% of our revenue for the three months ended September 30, 2025 and 2024, respectively, and 18% and 20% of our revenue for the nine months ended September 30, 2025 and 2024, respectively. Our end customers predominantly purchase our products from distributors. Our top three customers by revenue, which are distributors, together accounted for approximately 58% and 55% of our revenue for the three months ended September 30, 2025 and 2024, respectively, and 59% and 55% of our revenues for the nine months ended September 30, 2025 and 2024, respectively. Revenue attributable to our largest ten end customers accounted for 65% and 63% for the three months ended September 30, 2025 and 2024, respectively, and 64% and 59% of our revenues for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Gross profit increased by $14.5 million in the three months ended June 30, 2025 compared to the same period in the prior year. Gross profit increased $19.6 million mainly from higher revenue which was partially offset by higher other manufacturing and overhead costs of $4.4 million, consisting of depreciation and amortization, freight outwards and inventory reserves, and higher stock based compensation expense of $0.5 million.

Current wording

Gross profit increased by $15.3 million in the three months ended September 30, 2025 compared to the same period in the prior year. Gross profit increased $19.0 million mainly from higher revenue which was partially offset by higher other manufacturing and overhead costs of $3.3 million, consisting of depreciation and amortization, freight outwards and inventory reserves, and higher stock-based compensation expense of $0.3 million.

Previous wording

Gross profit increased by $27.2 million in the six months ended June 30, 2025 compared to the same period in the prior year. Gross profit increased $38.5 million mainly from higher revenue which was partially offset by higher other manufacturing and overhead costs of $7.9 million, higher amortization from acquired intangibles of $2.4 million, and higher stock-based compensation expense of $1.0 million.

Current wording

Gross profit increased by $42.5 million in the nine months ended September 30, 2025 compared to the same period in the prior year. Gross profit increased $57.5 million mainly from higher revenue which was partially offset by higher other manufacturing and overhead costs of $11.3 million, higher amortization from acquired intangibles of $2.4 million, and higher stock-based compensation expense of $1.4 million.

Previous wording

Gross margin was higher by 2.8% in the three months ended June 30, 2025 compared to the same period in the prior year. The gross margins increased by 2.4% primarily due to a change in the mix of products shipped, and due to improved absorption of other manufacturing overheads of 0.9%. This was partially offset by an increase due to stock-based compensation expense of 0.5%.

Current wording

Gross margin was higher by 2.4% in the three months ended September 30, 2025 compared to the same period in the prior year. The gross margins increased by 1.3% primarily due to a change in the mix of products shipped, and due to improvement of overhead costs as a percentage of revenue by 1.1%.

Previous wording

Gross margin was higher by 0.2% in the six months ended June 30, 2025 compared to the same period in the prior year. The gross margins increased by 0.9% primarily due to a change in the mix of products shipped. This was partially offset by an increase due to stock-based compensation expense of 0.5% and lower absorption of other manufacturing overheads of 0.2%.

Current wording

Gross margin was higher by 1.1% in the nine months ended September 30, 2025 compared to the same period in the prior year primarily due to a change in the mix of products shipped.

Previous wording

Research and development expense increased by $9.6 million, or 19% for the six months ended June 30, 2025, compared to the same period in the prior year, primarily due to higher engineering spend towards ongoing new product development of $3.9 million, and increase in stock-based compensation expense of $3.2 million, and higher other personnel costs of $2.2 million due to increase in headcount.

Current wording

Research and development expense increased by $3.5 million, or 13%, for the three months ended September 30, 2025, compared to the same period in the prior year, primarily due to an increase in headcount resulting in higher stock-based compensation expense of $2.1 million and higher other personnel costs of $1.2 million, and higher engineering spend towards ongoing new product development of $0.7 million, partially offset by an increase in non-recurring engineering contra-expense recognized of $0.5 million.

Previous wording

Research and development expense increased by $5.1 million, or 20%, for the three months ended June 30, 2025, compared to the same period in the prior year, primarily due to higher engineering spend towards ongoing new product development of $1.7 million, and increase in stock-based compensation expense of $1.7 million, and higher other personnel costs of $1.1 million due to increase in headcount.

Current wording

Research and development expense increased by $13.1 million, or 17% for the nine months ended September 30, 2025, compared to the same period in the prior year, primarily due to an increase in headcount resulting in higher stock-based compensation expense of $5.2 million and higher other personnel costs of $3.4 million, and higher engineering spend towards ongoing new product development of $4.6 million.

Previous wording

Selling, general and administrative expense increased by $3.0 million, or 12%, for the three months ended June 30, 2025, compared to the same period in the prior year, primarily due to higher stock-based compensation expense of $1.3 million, higher consulting fees of $1.2 million, and higher other personnel costs of $0.6 million due to increase in headcount.

Current wording

Selling, general and administrative expense increased by $5.2 million, or 21%, for the three months ended September 30, 2025, compared to the same period in the prior year, primarily due to an increase in headcount resulting in higher stock-based compensation expense of $2.5 million and higher other personnel costs of $0.7 million, higher sales commissions payouts from higher sales of $1.4 million, and higher consulting fees of $0.7 million.

Previous wording

Acquisition related costs decreased by $1.3 million, or 41%, for the three months ended June 30, 2025, primarily due to lower accretion of acquisition consideration payable and earnouts by $0.5 million and $0.8 million respectively due to lower remaining amount payable.

Current wording

Acquisition related costs decreased by $2.4 million, or 95%, for the three months ended September 30, 2025, primarily due to lower accretion of acquisition consideration payable and earnouts by $0.8 million and $1.5 million respectively due to lower remaining amount payable.

Previous wording

Acquisition related costs decreased by $3.0 million, or 46%, for the six months ended June 30, 2025 compared to the same period in the prior year, primarily due to lower accretion of acquisition consideration payable and earnouts by $1.4 million and $0.9 million respectively due to lower remaining amount payable, and a reduction in one-time acquisition costs related to the 2023 Aura transaction of $0.6 million.

Current wording

Acquisition related costs decreased by $5.3 million, or 60%, for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to lower accretion of acquisition consideration payable and earnouts by $2.3 million and $2.5 million respectively due to lower remaining amount payable, and a reduction in one-time acquisition costs related to the 2023 Aura transaction of $0.6 million.

Previous wording

Interest income decreased by $1.5 million or 26% for the three months ended June 30, 2025, compared to the same period in the prior year due to a decrease in average investment balance during the period arising from acquisition related payments, payments towards capital expenditures, as well as lower interest rates.

Current wording

Interest income increased by $2.8 million or 50% for the three months ended September 30, 2025, compared to the same period in the prior year due to an increase in average investment balance during the period, primarily due to funds raised through the follow-on public offering in June 2025, partially offset due to lower interest rates.

Previous wording

Interest income decreased by $3.7 million or 30% for the six months ended June 30, 2025, compared to the same period in the prior year due to a decrease in average investment balances during the period arising from acquisition related payments in the current year, payment towards capital expenditures, as well as lower interest rates.

Current wording

Interest income decreased by $1.0 million or 5% for the nine months ended September 30, 2025, compared to the same period in the prior year due to lower interest rates, partially offset by an increase in the average investment balance due to funds raised through the follow-on public offering in June 2025.

Previous wording

Other income (expense), net, increased by $0.4 million and $0.6 million for the three and six months ended June 30, 2025 respectively, compared to the same periods in the prior year primarily due to lower net unrealized losses on foreign exchange rates from activities in our foreign subsidiaries resulting from favorable exchange rate fluctuations.

Current wording

Other income (expense), net, decreased by $0.3 million for the three months ended September 30, 2025, compared to the same period in the prior year primarily due to net unrealized losses on foreign exchange rates from activities in our foreign subsidiaries resulting from exchange rate fluctuations.

Previous wording

As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $172.5 million and $6.1 million, respectively. As of June 30, 2025 and December 31, 2024, we also held $624.1 million and $412.7 million of short-term investments, respectively, in held-to-maturity securities that consisted of treasury bills. Our principal use of cash is to fund our operations, to support growth through capital investments, and to acquire complementary businesses, products, services or technologies in the future.

Current wording

As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $27.1 million and $6.1 million, respectively. As of September 30, 2025 and December 31, 2024, we also held $782.5 million and $412.7 million of short-term investments, respectively, in held-to-maturity securities that consisted of treasury bills. Our principal use of cash is to fund our operations, to support growth through capital investments, and to acquire complementary businesses, products, services or technologies in the future.

Previous wording

In February 2024, we entered into a Sales Agreement with Stifel, under which we may offer and sell from time to time at our sole discretion, up to an aggregate of 1,200,000 shares of our common stock, par value $0.0001 per share, through Stifel as our sales agent. During the six months ended June 30, 2025, we sold 150,000 shares of our common stock under the Sales Agreement at a weighted average price of $203.94 per share resulting in net proceeds to us of $29.7 million, after deducting underwriting discounts and commissions and offering costs. The Company used the net proceeds from the shares of common stock offered and sold to replenish funds expended to satisfy anticipated tax withholding and remittance obligations related to the net settlement upon vesting of restricted stock unit awards (“RSU”) granted to employees under the equity incentive plans.

Current wording

In February 2024, we entered into a Sales Agreement with Stifel, under which we may offer and sell from time to time at our sole discretion, up to an aggregate of 1,200,000 shares of our common stock, par value $0.0001 per share, through Stifel as our sales agent. During the nine months ended September 30, 2025, we sold 150,000 shares of our common stock under the Sales Agreement at a weighted average price of $203.94 per share resulting in net proceeds to us of $29.7 million, after deducting underwriting discounts and commissions and offering costs. We used the net proceeds from the shares of common stock offered and sold to replenish funds expended to satisfy anticipated tax withholding and remittance obligations related to the net settlement upon vesting of restricted stock unit awards (“RSU”) granted to employees under the equity incentive plans.

Previous wording

Our purchase obligations primarily include non-cancelable purchase commitments from agreements with our contract manufacturers as well as a multi-year purchase agreement with commitment to purchase minimum quantities of MEMS wafers and research and development, tooling and sample cost under the agreement, and design and simulation licenses. For information about our contractual obligations refer to "Note 5 - Leases" and "Note 9 - Commitments and Contingencies" of the Notes to Condensed Consolidated Financial Statements for the period ending June 30, 2025.

Current wording

Our purchase obligations primarily include non-cancelable purchase commitments from agreements with our contract manufacturers as well as a multi-year purchase agreement with commitment to purchase minimum quantities of MEMS wafers and research and development, tooling and sample cost under the agreement, and design and simulation licenses. For information about our contractual obligations refer to "Note 5 - Leases" and "Note 9 - Commitments and Contingencies" of the Notes to Condensed Consolidated Financial Statements for the period ended September 30, 2025.

Previous wording

In the six months ended June 30, 2025, net cash provided by operating activities of $30.4 million was primarily due to a net loss of $44.1 million and change in operating assets and liabilities of $3.2 million, offset by non-cash expenses of $77.7 million. Non-cash expenses were mainly related to stock-based compensation expense, depreciation and amortization, change in fair value of sales based earnout liability, accretion of acquisition consideration payable, inventory write-down and net change in unrealized interest on held to maturity investments. The changes in operating assets and liabilities resulted in cash used primarily due to an increase in inventories as we built our wafer inventory levels, increase in accounts payable and accrued expenses primarily due to timing of accrued payroll and related benefit payments, and an increase in prepaid expenses and other assets due to timing of payment to vendors, partially offset by a decrease in our accounts receivables due to timing of shipments.

Current wording

In the nine months ended September 30, 2025, net cash provided by operating activities of $61.8 million was primarily due to a net loss of $52.1 million, offset by non-cash expenses of $112.1 million and change in operating assets and liabilities of $1.7 million. Non-cash expenses were mainly related to stock-based compensation expense, depreciation and amortization, change in fair value of sales based earnout liability, accretion of acquisition consideration payable, inventory write-down and net change in unrealized interest on held to maturity investments. The changes in operating assets and liabilities resulted in cash generated primarily due to a decrease in our accounts receivables due to timing of shipments, and increase in accounts payable and accrued expenses primarily due to timing of accrued payroll and related benefit payments, partially offset by an increase in inventories as we built our wafer inventory levels, and an increase in prepaid expenses and other assets due to timing of payment to vendors.

Previous wording

In the six months ended June 30, 2025, net cash used in investing activities was $247.4 million. We paid $635.8 million to purchase short-term investments in held-to-maturity securities. We paid $34.7 million largely to purchase manufacturing equipment and intangibles to support the general business operations. These payments were offset by proceeds of $423.2 million generated from held-to-maturity securities.

Current wording

In the nine months ended September 30, 2025, net cash used in investing activities was $406.4 million. We paid $929.4 million to purchase short-term investments in held-to-maturity securities. We paid $39.8 million largely to purchase manufacturing equipment and intangibles to support the general business operations. These payments were offset by proceeds of $562.9 million generated from maturities of the short-term investments in held-to-maturity securities.

Previous wording

Our financing activities have primarily consisted of proceeds from issuance of shares, payments of withholding taxes on RSUs, and payment of acquisition related consideration and earnouts. During the six months ended June 30, 2025, we sold 150,000 shares of our common stock through Stifel under the Sales Agreement resulting in net proceeds to the Company of $29.7 million, after deducting underwriting discounts and commissions of $0.6 million and deferred offering costs of $0.3 million. Further, we completed a follow-on public offering on June 27, 2025, in which we issued and sold 2,012,500 shares of our common stock, resulting in net proceeds to us of $387.3 million after deducting underwriting discounts and commissions of $14.1 million and deferred offering costs of $1.1 million, including deferred offering costs of $1.0 million unpaid as at June 30, 2025. We also paid tax withholdings on behalf of employees for net share settlement of $27.3 million, and paid earnouts of $6.3 million related to the Aura transaction.

Current wording

Our financing activities have primarily consisted of proceeds from issuance of shares, payments of withholding taxes on RSUs, and payment of acquisition related consideration and earnouts. During the nine months ended September 30, 2025, we sold 150,000 shares of our common stock through Stifel under the Sales Agreement resulting in net proceeds to us of $29.7 million, after deducting underwriting discounts and commissions of $0.6 million and deferred offering costs of $0.3 million. Further, we completed a follow-on public offering on June 27, 2025, in which we issued and sold 2,012,500 shares of our common stock, resulting in net proceeds to us of $387.3 million after deducting underwriting discounts and commissions of $14.1 million and deferred offering costs of $1.1 million. We also paid tax withholdings on behalf of employees for net share settlement of $41.3 million, and paid earnouts of $9.1 million related to the Aura transaction.

Previous wording

Our condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these financial statements and accompanying disclosures requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and the accompanying notes. The Securities and Exchange Commission (the "SEC"), has defined a company’s critical accounting estimates as estimates that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified our most critical accounting estimates to be as follows: (1) revenue recognition (2) business combinations, and (3) inventory. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information not presently available. Actual results may differ significantly from these estimates if the assumptions, judgments, and conditions upon which they are based turn out to be inaccurate. Management believes that there have been no significant changes to the items that we disclosed as our critical accounting estimates in Management’s

Current wording

Our condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these financial statements and accompanying disclosures requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and the accompanying notes. The Securities and Exchange Commission (the "SEC"), has defined a company’s critical accounting estimates as estimates that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified our most critical accounting estimates to be as follows: (1) revenue recognition (2) business combinations, and (3) inventory. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information not presently available. Actual results may differ significantly from these estimates if the assumptions, judgments, and conditions upon which they are based turn out to be inaccurate. Management believes that there have been no significant changes to the items that we disclosed as our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025.