SITIME Corp

Previous wording

Our all-silicon solutions are based on four fundamental areas of technical expertise: micro-electro-mechanical systems (“MEMS”), analog mixed-signal design, and advanced system-level integration and software. This expertise, along with the knowledge of our customers' systems, gives our products a significant edge as we address customers’ complex timing problems. In this aspect, we believe we are different than quartz-based oscillator and resonator providers, who typically have expertise in designing and manufacturing resonator components, but usually outsource the analog circuit design and packaging. We also have a deep understanding of the mechanical, electrical, and thermal properties of materials, which is a key requirement for developing our proprietary MEMS processes. To maximize MEMS first-silicon success, we have also developed our own MEMS simulation tools. We are also different in that our MEMS resonators are made using semiconductor technology which has significant benefits in features, performance, manufacturing, and cost, while the quartz resonator and oscillator suppliers use quartz crystal material.

Current wording

Our all-silicon solutions are based on four fundamental areas of technical expertise: micro-electro-mechanical systems (“MEMS”), analog mixed-signal design, advanced system-level integration, and software. This expertise, along with the knowledge of our customers' systems, gives our products a significant edge as we address customers’ complex timing problems. In this aspect, we believe we are different than quartz-based oscillator and resonator providers, who typically have expertise in designing and manufacturing resonator components, but usually outsource the analog circuit design and packaging. We also have a deep understanding of the mechanical, electrical, and thermal properties of materials, which is a key requirement for developing our proprietary MEMS processes. To maximize MEMS first-silicon success, we have also developed our own MEMS simulation tools. We are also different in that our MEMS resonators are made using semiconductor technology which has significant benefits in features, performance, manufacturing, and cost, while the quartz resonator and oscillator suppliers use quartz crystal material.

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 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.

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 the 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

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.

Current wording

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

Previous wording

We derive revenue primarily from sales of Precision Timing solutions to distributors. We also sell products directly to some of our end customers. Our sales are made pursuant to standard purchase orders which may be cancelled, reduced, or rescheduled, with little or no notice. We recognize product revenue upon shipment when we satisfy our performance obligations as evidenced by the transfer of control of our products to customers. We measure revenue based on the amount of consideration we expect to be entitled to in exchange for products.

Current wording

We derive revenue primarily from sales of Precision Timing solutions to distributors. We also sell products directly to some of our end customers. Our sales are made pursuant to standard purchase orders which may be cancelled, reduced, or rescheduled, with little or no notice. We recognize product revenue upon shipment when we satisfy our performance obligations as evidenced by the transfer of control of our products to customers. We measure revenue based on the amount of consideration we expect to be entitled to in exchange for products. During 2026, demand for our products was positively impacted by increased investment in AI and datacenter related applications. The extent and duration of this demand remain uncertain, and there can be no assurance that AI and datacenter related market growth or customer spending will continue at current levels in future periods.

Previous 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.

Current wording

Revenue increased by $87.9 million, or 127%, for the three months ended June 30, 2026 compared to the same period in the prior year primarily driven by demand for our products in the AI and datacenter applications. Revenue increased by $141.2 million, or 109%, for the six months ended June 30, 2026 compared to the same period in the prior year. The increase in both periods was primarily related to an increase in average selling prices of our products due to an increase in sales volume as well as a change in mix of the products we shipped.

Previous 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.

Current wording

Our top three customers by revenue, which are distributors, together accounted for approximately 66% of our revenue for the three months ended June 30, 2026 and 2025, and 66% and 64% of our revenues for the six months ended June 30, 2026 and 2025, respectively.

Previous 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.

Current wording

Gross profit increased by $63.1 million in the three months ended June 30, 2026 compared to the same period in the prior year. Gross profit increased $66.1 million mainly from higher revenue which was partially offset by higher amortization from acquired intangibles of $2.2 million, and higher other manufacturing and overhead costs of $0.8 million, consisting of depreciation and amortization, and charges associated with inventory write-downs. Gross profit increased at a higher rate than revenue, reflecting a favorable change in product mix and the resulting improvement in gross margin.

Previous 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.

Current wording

Gross margin was higher by 11.1% in the three months ended June 30, 2026 compared to the same period in the prior year. The gross margins increased by 9.5% due to impact of leverage from higher revenue, and 1.6% due to a change in the mix of products shipped.

Previous 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.

Current wording

Selling, general and administrative expense increased by $18.1 million, or 64%, for the three months ended June 30, 2026, compared to the same period in the prior year, primarily due to higher other personnel costs of $6.6 million, higher stock-based compensation expense of $5.3 million due to an increase in headcount, higher sales commissions payouts from higher sales of $4.5 million, and higher consulting and legal fees of $0.6 million.

Previous wording

Research and development expense increased by $2.7 million, or 9%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to an increase in higher other personnel costs of $2.3 million and increase in headcount resulting in higher stock-based compensation expense of $0.5 million.

Current wording

Selling, general and administrative expense increased by $30.2 million, or 55%, for the six months ended June 30, 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 $10.7 million, higher other personnel costs of $9.5 million, higher sales commissions payouts from higher sales of $6.7 million, and higher consulting fees of $1.2 million.

Previous 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.

Current wording

Acquisition related costs include legal, regulatory, consulting, and other costs incurred towards the 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 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.

Current wording

Acquisition related costs increased by $12.7 million, or 370%, for the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to one-time costs of $15.5 million incurred towards the acquisition of Renesas' timing business, partially offset by lower accretion of acquisition consideration payable and earnouts by $1.1 million and $1.7 million respectively due to lower remaining amount payable.

Previous 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.

Current wording

We expect to incur incremental costs in 2026 and beyond for the Acquisition which closed on July 1, 2026, as well as arising from changes in the fair value of the sales-based earnout liability.

Previous 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.

Current wording

Interest income increased by $8.3 million or 194% for the three months ended June 30, 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 convertible note offering in May 2026.

Previous 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.

Current wording

Other (expense) income, net, decreased by $0.5 million for the three months ended June 30, 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 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.

Current wording

As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $1,921.1 million and $16.8 million, respectively. From the available cash and cash equivalents as of June 30, 2026, we made a payment of approximately $1,500 million on July 1, 2026, for the Acquisition. Additionally, as of December 31, 2025, we also held $791.6 million of short-term investments 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. 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.

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 and six months ended June 30, 2026, we did not sell any shares of its common stock through Stifel under the Sales Agreement.

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 ended March 31, 2026.

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.

Previous 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.

Current wording

We believe that our existing cash and cash equivalents and our short-term investments will be sufficient to meet our cash needs for at least the next 12 months, including our cash commitments for the acquisition of the Timing business from Renesas. 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 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.

Current wording

In the six months ended June 30, 2026, net cash provided by operating activities of $71.0 million was primarily due to a net income of $12.9 million and non-cash expenses of $100.5 million, offset by a change in operating assets and liabilities of $42.5 million. Non-cash expenses were mainly related to stock-based compensation expense, depreciation and amortization, amortization of financing costs, 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 inventory levels, and an increase in prepaid expenses and other assets due to timing of payment to vendors.

Previous 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.

Current wording

In the six months ended June 30, 2026, net cash provided by investing activities was $737.4 million. We generated proceeds of $897.4 million from maturities of the short-term investments in held-to-maturity securities. These proceeds were offset by payments of $133.6 million to purchase short-term investments in held-to-maturity securities and $26.4 million to purchase manufacturing equipment and intangibles to support the general business operations.

Previous 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

Current wording

Our financing activities primarily consisted of proceeds received from issuance of convertible notes, partially offset by payment of related financing costs, payments for capped call transactions, payments of withholding taxes on RSUs, and payment of earnouts. During the six months ended June 30, 2026, we did not sell any shares of our common stock through Stifel under the Sales Agreement. We collected proceeds of $1,350.0 million from the issuance of convertible notes, which was partially offset by payment of related financing costs of $37.6 million, payment for capped call transactions of $121.5 million, payment of tax withholdings on behalf of employees for net share settlement of $87.3 million, and earnouts of $7.6 million related to the Aura transaction.