SITIME Corp

Previous wording

The ability to accurately measure and reference time has been essential to humankind’s greatest inventions and technological advances. Timing technology has continued to evolve over centuries, underpinning broader technological evolution and is the heartbeat of digital electronic systems. Timing ensures that the system runs smoothly and reliably by providing and distributing clock signals to various critical components such as central processing units, communication and interface ICs, and radio frequency components. As electronics evolve to deliver higher performance, connectivity, and intelligence, even in increasingly challenging environments, while also being more complex and size-constrained, we believe they will require more sophisticated semiconductor-based timing solutions that cannot be developed in legacy quartz crystal-based technologies. Precision timing fills this need with the performance, power, size, and cost that is required by these applications.

Current wording

The ability to accurately measure and reference time has been essential to humankind’s greatest inventions and technological advances. Timing technology has continued to evolve over centuries, underpinning broader technological evolution and is the heartbeat of digital electronic systems. Timing ensures that the system runs smoothly and reliably by providing and distributing clock signals to various critical components such as central processing units, communication and interface ICs, and radio frequency components. As electronics evolve to deliver higher performance, connectivity, and intelligence, even in increasingly challenging environments, while also being more complex and size-constrained, we believe they will require more sophisticated semiconductor-based timing solutions that cannot be developed in legacy quartz crystal-based technologies. Precision timing, a category that SiTime created ("Precision Timing") fills this need with the performance, resilience, reliability, power, size, and cost that is required by these applications.

Previous wording

We are a leading provider of Precision Timing solutions to the global electronics industry. Our Precision Timing products are the heartbeat of our customers’ electronic systems, providing the timing functionality that is needed for electronics to operate reliably and accurately. We provide Precision Timing solutions that are differentiated by high performance, high resilience, and high reliability, along with programmability, small size, and low power consumption. Our products have been designed into over 300 applications across our target markets, including communications, datacenter and enterprise, automotive, industrial, aerospace, mobile, Internet of Things ("IoT"), and consumer. Our current solutions include various types of oscillators, as well as clock integrated circuits ("ICs") and resonators.

Current wording

We are a leading provider of Precision Timing solutions to the global electronics industry. Our Precision Timing products are the heartbeat of our customers’ electronic systems, providing the timing functionality that is needed for electronics to operate reliably and accurately. We provide Precision Timing solutions that are differentiated by high performance, high resilience, and high reliability, along with programmability, small size, and low power consumption. Our products have been designed into over 400 applications across our target markets, including artificial intelligence ("AI") systems, datacenter, communications, and enterprise, automotive, industrial, aerospace, defense, mobile, Internet of Things ("IoT"), and consumer. Our current solutions include various types of oscillators, as well as clock integrated circuits ("ICs"), resonators, and synchronization software.

Previous wording

We believe that the total timing market is approximately $10 billion in size. Since our founding, we have focused on the portion of the market that concentrates on the requirement for compelling solutions to solve difficult timing problems. Historically, our revenue has been substantially derived from sales of oscillator systems across our target end markets.

Current wording

We believe that the total timing market is approximately $11 billion in size and growing. Since our founding, we have focused on the high-end portion of the market, i.e. Precision Timing. Historically, our revenue has been substantially derived from sale of oscillator systems across our target end markets. In the past, we have benefitted from the strong growth in AI datacenter deployments.

Previous wording

Today’s newer applications are driving the need for faster connectivity and lower latency, even when the electronics is subject to non-ideal conditions. Our Precision Timing solutions are designed to be resilient to such harsh environmental stressors which provides a benefit to our customers. For example, AI Infrastructure equipment is becoming more dense, and is subject to rapid temperature changes within the system, but still needs to deliver maximum performance and reliability. In 2025, we have benefitted from the strong growth in AI datacenter deployments. In the Communications market, a 5G small cell radio mounted on a pole next to a road or rail line is going to be subject to vibration as heavy trucks or trains go by. These conditions make our Precision Timing solutions a natural choice in such applications. Our solutions are also utilized in automotive electronics, including advanced driver assistance systems for self-driving cars, which require increased timing accuracy. For the industrial market, our products offer programmability and high reliability for the diverse operating conditions of industrial equipment, including high temperatures, mechanical shock, and vibration. For the aerospace market, our solutions provide high reliability and lower acceleration sensitivity for end products that operate in rugged conditions. For the mobile, IoT and consumer market, our timing solutions offer high performance at optimal power consumption and size, as our customers fit more functionality into smaller devices.

Current wording

Today’s newer applications are driving the need for faster connectivity and lower latency, even when the electronics is subject to non-ideal conditions. Our Precision Timing solutions are designed to be resilient to such harsh environmental stressors which provides a benefit to our customers. For example, AI Infrastructure equipment is becoming more dense, and is subject to rapid temperature changes within the system, but still needs to deliver maximum performance and reliability. In the communications market, a 5G small cell radio mounted on a pole next to a road or rail line is subject to vibration of passing heavy trucks or trains. These conditions make our Precision Timing solutions a natural choice in such applications. Our solutions are also utilized in automotive electronics, including advanced driver assistance systems for self-driving cars, which require increased timing accuracy. For the industrial market, our products offer programmability and high reliability for the diverse operating conditions of industrial equipment, including high temperatures, mechanical shock, and vibration. For the aerospace and defense market, our solutions provide high reliability and lower acceleration sensitivity for end products that operate in rugged conditions. For the mobile, IoT and consumer market, our timing solutions offer high performance at optimal power consumption and size, as our customers fit more functionality into smaller devices.

Previous wording

In December 2023, we acquired clocking products through the acquisition of certain assets and the exclusive license to certain intellectual property from Aura Semiconductor Pvt. Ltd. and certain of its affiliated entities (together, "Aura") relating to Aura's timing business and clock products that significantly expands our presence within the clocking market. Total consideration paid in the acquisition included approximately $148 million in fixed payments and up to $120 million in earnouts. With the addition of all four categories of clock products including network synchronizers, jitter cleaners, clock generators, and buffers, we now offer a comprehensive portfolio of timing solutions. By pairing the new SiTime clocking products with our MEMS oscillators and/or our resonators, we expect to be able to offer a more complete clock tree that is simpler to design with higher performance, more resilience to environmental stressors and higher reliability. SiTime is now a key provider of all differentiated products in timing – oscillators, clocks, and resonators combined with depth in engineering expertise in Precision Timing solutions.

Current wording

SiTime is now a key provider of all differentiated products in timing - oscillators, clocks, and resonators combined synchronization software and deep engineering expertise in Precision Timing solutions.

Previous wording

We operate a fabless business model, where we outsource manufacturing to semiconductor industry suppliers, which allows us to focus on, and excel in, the design, marketing, and sales of our products. A fabless infrastructure gives us production flexibility and the ability to scale capacity up and down to meet demand. While this model allows us to operate with lower capital expenditure investment than other semiconductor companies that own fabs, we may be required to make such investments from time to time primarily to strengthen our supply chain and optimize our costs. These investments could put downward pressure on our gross margins if demand for our products does not materialize as expected. Further, this model could also subject us to supply constraints, when demand for our products is higher than anticipated, resulting in increased costs and impacting our gross margins. Our programmable architecture also plays a key role in ensuring optimal production flexibility. In contrast to products offered by traditional timing device suppliers, our products are batch produced and then custom programmed to customer needs, allowing us to offer shorter lead times and the ability to meet custom requirements more easily.

Current wording

We operate a fabless business model, where we outsource manufacturing to semiconductor industry suppliers, which allows us to focus on, and excel in, the design, marketing, and sales of our products. A fabless infrastructure gives us production flexibility and the ability to scale capacity up and down to meet demand. While this model allows us to operate with lower capital expenditure investment than other semiconductor companies that own fabrication plants ("fabs"), we may be required to make such investments from time to time primarily to strengthen our supply chain and optimize our costs. These investments could put downward pressure on our gross margins if demand for our products does not materialize as expected. Further, this model could also subject us to supply constraints, when demand for our products is higher than anticipated, resulting in increased costs and impacting our gross margins. Our programmable architecture also plays a key role in ensuring optimal production flexibility. In contrast to products offered by traditional timing device suppliers, our products are batch produced and then custom programmed to customer needs, allowing us to offer shorter lead times and the ability to meet custom requirements more easily.

Previous 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.

Current wording

Revenue increased by $53.3 million, or 88%, for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by demand for our products in the AI and datacenter applications. The increase was primarily related to an in average selling prices of our products due to change in mix of the products we shipped as well as an increase in sales volume.

Previous 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.

Current wording

Our top three customers by revenue, which are distributors, together accounted for approximately 66% and 64% of our revenue for the three months ended March 31, 2026 and 2025, respectively. Revenue attributable to our largest ten end customers accounted for 67% and 64% for the three months ended March 31, 2026 and 2025, respectively. Our end customers predominantly purchase our products from distributors.

Previous 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.

Current wording

Gross profit increased by $36.6 million in the three months ended March 31, 2026 compared to the same period in the prior year. Gross profit increased $41.1 million mainly from higher revenue which was partially offset by higher other manufacturing and overhead costs of $2.4 million, consisting of depreciation and amortization, and charges associated with inventory write-downs, and higher amortization from acquired intangibles of $2.2 million.

Previous 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%.

Current wording

Gross margin was higher by 8.7% in the three months ended March 31, 2026 compared to the same period in the prior year. The gross margins increased by 4.9% due to impact of leverage from higher revenue, 3.1% due to a change in the mix of products shipped, and 0.6% due to lower stock-based compensation cost.

Previous 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.

Current wording

Selling, general and administrative expense increased by $12.1 million, or 45%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to an increase in headcount resulting in higher stock-based compensation expense of $5.6 million, higher other personnel costs of $2.6 million, higher sales commissions payouts from higher sales of $2.2 million, higher consulting and legal fees of $0.9 million, and higher travel costs of $0.4 million.

Previous wording

Acquisition related costs include legal, regulatory, consulting, and other costs incurred towards the acquisition closed during the year ended December 31, 2023, and also include changes in the fair value of the sales-based earnout liability and interest accretion related to the acquisition consideration payable.

Current wording

Acquisition related costs include legal, regulatory, consulting, and other costs incurred towards the proposed acquisition of Renesas' timing business, and also include changes in the fair value of the sales-based earnout liability related to our prior acquisition.

Previous 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.

Current wording

Acquisition related costs increased by $6.1 million, or 388%, for the three months ended March 31, 2026, primarily due to one-time costs of $9.0 million incurred towards the acquisition of Renesas' timing business, offset by lower accretion of earnouts by $2.3 million due to lower remaining amount payable.

Previous wording

We will incur incremental costs in 2025 and beyond related to the Aura transaction arising from changes in the fair value of the sales-based earnout liability and accretion of acquisition consideration payable.

Current wording

We expect to incur incremental costs in 2026 and beyond as the Acquisition closes, as well as arising from changes in the fair value of the sales-based earnout liability.

Previous 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.

Current wording

Interest income increased by $3.0 million or 70% for the three months ended March 31, 2026, compared to the same period in the prior year due to an increase in average investment balance during the period, through funds raised in the follow-on public offering in June 2025, partially offset by lower interest rates.

Previous wording

Other income (expense), net consists primarily of foreign exchange gains and losses.

Current wording

Other (expense) income, net consists primarily of foreign exchange gains and losses.

Previous 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.

Current wording

Other (expense) income, net, decreased by $0.2 million for the three months ended March 31, 2026, 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 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.

Current wording

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $498.5 million and $16.8 million, respectively. As of March 31, 2026 and December 31, 2025, we also held $290.2 million and $791.6 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 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.

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. 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. During the three months ended March 31, 2026, we did not sell any shares of its common stock through Stifel under the Sales Agreement.

Previous wording

We believe that our existing cash and cash equivalents and our short-term investments will be sufficient to meet our operating cash needs for at least the next 12 months. Over the longer term, our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our sales and marketing and research and development expenditures, costs to acquire or invest in complementary businesses and technologies, payment obligations associated with our completed acquisitions based on achievement of certain milestones, and the continuing market acceptance of our solutions.

Current wording

We believe that our existing cash and cash equivalents and our short-term investments, along with the funds we may plan to raise for our Asset Purchase Agreement, will be sufficient to meet our cash needs for at least the next 12 months. Over the longer term, our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our sales and marketing and research and development expenditures, costs to acquire or invest in complementary businesses and technologies, payment obligations associated with our completed acquisitions based on achievement of certain milestones, and the continuing market acceptance of our solutions.

Previous 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.

Current wording

In the three months ended March 31, 2026, net cash provided by operating activities of $31.2 million was primarily due to a net loss of $5.2 million, offset by non-cash expenses of $47.0 million and change in operating assets and liabilities of $10.6 million. Non-cash expenses were mainly related to stock-based compensation expense, depreciation and amortization, change in fair value of sales based earnout liability, 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 an increase in accounts payable and accrued expenses primarily due to timing of accrued payroll and related benefit payments, partially offset by an increase in our accounts receivables due to timing of shipments, 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 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.

Current wording

In the three months ended March 31, 2026, net cash provided by investing activities was $483.7 million. We generated proceeds of $610.8 million from maturities of the short-term investments in held-to-maturity securities. These proceeds were offset by payments of $113.6 million to purchase short-term investments in held-to-maturity securities and $13.5 million to purchase manufacturing equipment and intangibles to support the general business operations.

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 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.

Current wording

Our financing activities primarily consisted of payments of withholding taxes on RSUs, and payment of earnouts. During the three months ended March 31, 2026, we did not sell any shares of our common stock through Stifel under the Sales