SITIME Corp

Note 1. The Company and Basis of Presentation

SiTime Corporation (the “Company” or "SiTime") was incorporated in the State of Delaware in December 2003. The Company is a leading provider of Precision timing ("Precision Timing") solutions to the global electronics industry, providing the timing functionality that is needed for electronics to operate reliably and accurately. The Company's products have been designed to address a wide range of applications across a broad array of end markets. The Company operates a fabless business model and leverages its global network of distributors to address the broad set of end markets that it serves.

The accompanying interim condensed consolidated financial statements have been prepared in conformity with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X, and should be read in conjunction with the Company's audited consolidated financial statements and related notes thereto filed with the U.S. Securities and Exchange Commission ("SEC") on Form 10-K for the fiscal year ended December 31, 2025. The interim financial statements are unaudited, but reflect all adjustments which are, in the opinion of management, of a normal, recurring nature necessary to provide a fair statement of results for the interim periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026, for any future year, or for any other future interim period.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant areas requiring the use of management estimates and assumptions include revenue recognition, fair value of earnout liabilities, estimate of write-downs for excess and obsolete inventories, and sales reserves. Actual results could differ from those estimates.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the Company’s audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to these accounting policies through June 30, 2026.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU.

Note 2. Acquisitions

Acquisition of certain assets ("Timing business") from Renesas Electronics America Inc. ("Renesas")

On February 4, 2026, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Renesas, pursuant to which the Company agreed to acquire, subject to the terms and conditions set forth in the Asset Purchase Agreement, all of Renesas' right, title and interest in, to and under certain assets related to the timing business of Renesas Electronics Corporation.

On July 1, 2026, the Company completed the acquisition (the “Acquisition”) in accordance with the Asset Purchase Agreement, for an aggregate purchase price of approximately $1,500.0 million paid in cash and 3,558,691 shares of the Company’s common stock. The Company has performed a preliminary evaluation of the acquired set of activities and assets and concluded that the Acquisition constitutes a business within the scope of ASC 805, Business Combinations. Accordingly, the transaction will be accounted for as a business combination using the acquisition method of accounting.

The Company is in the process of evaluating the fair values of the assets acquired and liabilities assumed and has not completed the initial accounting for the Acquisition. Accordingly, the Company is unable to provide certain disclosures required by ASC 805, including the preliminary allocation of purchase consideration, the amount of goodwill expected to be recognized, and the amounts attributable to identifiable intangible assets. The Company will include the required disclosures in future filings once the valuation procedures and related analyses have been completed.

Note 3. Long-term Debt

2031 Convertible senior notes

In May 2026, the Company issued $1,350.0 million aggregate principal amount of 0% Convertible Senior Notes due 2031 (the “Notes”), which included the full exercise of the initial purchasers’ option to purchase an additional $150.0 million principal amount of the Notes. The Notes are general unsecured obligations of the Company and will mature on June 15, 2031, unless earlier converted, redeemed or repurchased. The Notes do not bear regular cash interest. The total net proceeds from the issuance of the Notes, after deducting initial purchasers’ discounts and commissions and debt issuance costs, were approximately $1,316.8 million.

Each $1,000 principal amount of the Notes is initially convertible into 0.9611 shares of the Company's common stock, which is equivalent to an initial conversion price of approximately $1,040.47 per share of common stock, subject to adjustment upon the occurrence of specified events. The initial conversion price represents a premium of approximately 50% to the $693.66 per share closing price of the Company’s common stock on May 19, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 15, 2031, only under the following conditions:

(1)at any time during the 30 consecutive trading day period beginning on, and including, the 21 st trading day of any calendar quarter commencing after the calendar quarter ending on September 30, 2026, if the last reported sale price of the Company's common stock exceeds 130% of the conversion price for each of at least 5 trading days (whether or not consecutive) during the first 20 consecutive trading days of such calendar quarter;

(2)during the 5 business day period after any 10 consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 principal amount of the Notes for each trading day of such Measurement Period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day;

(3)if the Company calls any Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

(4)upon the occurrence of specified distributions or corporate events.

On or after March 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election.

The Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation as set forth in the indenture), at its option, on a redemption date on or after June 20, 2029 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest, if any, to, but excluding, the redemption date. In addition, the Company may also redeem for cash all, but not less than all, of the Notes at any time if the principal amount of the Notes outstanding at such time is less than 25% of the aggregate principal amount of the Notes initially issued under the indenture at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the relevant redemption date.

If the Company undergoes a fundamental change which may include, but not limited to, events such as liquidation of the Company, sale/lease/transfer of all assets of the Company and other events as defined in the indenture, subject to certain conditions, holders of the Notes may require the Company to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the fundamental change repurchase date.

There have been no changes to the initial conversion price of the Notes since issuance. During the three months ended June 30, 2026, none of the conditions described above allowing holders of the Notes to convert the Notes were met and were hence not convertible during this period.

The Notes are accounted for as a single liability and were classified as long-term liabilities in the Company’s Consolidated Balance Sheets as of June 30, 2026. The issuance cost related to the Notes is amortized into interest expense over the term of the Notes at an effective interest rate of 0.49%. As of June 30, 2026, the estimated fair value of the Notes was $1,499.6 million. The fair value was determined based on quoted price of the Notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy.

The net carrying amount of the Notes was as follows:

Interest expense related to the Notes was $0.7 million for the three and six months ended June 30, 2026, consisting of amortization of debt issuance costs. The Notes do not bear contractual interest.

Capped call transactions

In connection with the issuance of the Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call”) with the underwriters or their affiliates and certain other financial institutions. The Capped Call is expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the Capped Call is initially $1,734.15 per share, and is subject to certain adjustments under the terms of the Capped Call. The Capped Call covers approximately 1.3 million shares of the Company’s common stock, subject to adjustments under the terms of the Capped Call. The Capped Call meets the conditions under the related accounting criteria for equity classification, and is recorded in Additional paid-in capital. The Capped Call will not be remeasured as long as it continues to meet the conditions for equity classification.

Revolving credit facility

On June 30, 2026, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association as administrative agent and the lenders party thereto (the "Credit Agreement"), which provides a $200.0 million revolving credit facility. As of June 30, 2026, unamortized deferred financing costs of $0.4 million associated with the revolving credit facility were recorded in Other current assets and $1.6 million were recorded in Other assets. The costs are amortized on a straight-line basis, which approximates the effective interest method, over the contractual term of the revolving credit facility offive years. No amounts were outstanding under the revolving credit facility as of June 30, 2026.

Borrowings under the revolving credit facility bear interest at variable rates based on SOFR or an alternate base rate, plus an applicable margin. The Company is also required to pay a commitment fee on the unused portion of the revolving credit facility.

The Credit Agreement contains customary affirmative and negative covenants, including restrictions on liens, investments, indebtedness, fundamental changes, restricted payments, affiliate transactions and certain other matters. In addition, the Credit Agreement contains financial covenants requiring the Company to maintain a maximum Total Net Leverage Ratio of 4.50:1.00 for the fiscal quarter ending September 30, 2026,4.00:1.00 for the fiscal quarters ending December 31, 2026 and March 31, 2027, and 3.50:1.00 for the fiscal quarter ending June 30, 2027 and each fiscal quarter thereafter, as well as a minimum Interest Coverage Ratio of 3.00:1.00. The Total Net Leverage Ratio covenant is subject to a 0.50:1.00 increase for four fiscal quarters following a material acquisition, as defined in the Credit Agreement.

As of June 30, 2026, the Company was in compliance with all applicable covenants under the Credit Agreement.

Note 4. Fair Value Measurements

Cash equivalents

At June 30, 2026 and December 31, 2025, highly liquid money market funds of $1.3 million and $0.4 million, respectively, were valued using Level 1 of the fair value hierarchy, quoted prices in active markets for identical assets, and are included in cash equivalents.

Short-term investments in held-to-maturity securities

As of December 31, 2025, the Company had purchased Treasury Bills with maturities ranging from 3 to 12 months, which the Company intended to hold until maturity and classified as held-to-maturity securities. The held-to-maturity securities were recorded at amortized cost of $791.6 million including gross accrued interest of $7.8 million. As of December 31, 2025, the fair value and gross unrealized gain on the held-to-maturity securities was $792.1 million and $0.5 million, respectively.

These treasury bills were valued using Level 1 of the fair value hierarchy, quoted prices in active markets for identical assets, and were included in short-term investments. The carrying value of our investments is reviewed quarterly for changes in circumstances or the occurrence of events that suggests an investment may not be fully recoverable.

As of June 30, 2026, the Company did not hold any short-term investments.

Sales-based earnout liability

Sales-based earnout is paid based on various multiples of future revenue to be generated through December 31, 2028 from acquired intellectual property. The estimated fair value of the sales-based earnout liability is determined using a Monte Carlo simulation model using significant unobservable fair value inputs and is therefore classified as a Level 3 measurement. The assumptions used in the calculation are based on the revenue projections over the term of the contingent earn-out period, expected volatility, and discount rate. The estimates of fair value are uncertain and changes in any of the estimated inputs used will result in significant adjustments to the fair value. As of June 30, 2026, the Company used a volatility rate of 28%, risk free rate ranging from 3.7% to 4.1%, and an expected term ranging from 0.13 years to 2.38 years.

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities:

There were no transfers between Level 1, Level 2, and Level 3 categories during any of the periods presented.

Note 5. Balance Sheet Components

Accounts Receivable, net

Accounts receivable, net consisted of the following:

Inventories

Inventories consisted of the following:

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

Property and Equipment, net

Property and equipment, net consisted of the following:

Depreciation expense related to property and equipment was $7.0 million and $5.9 million for the three months ended June 30, 2026 and 2025, respectively, and $13.4 million and $11.0 million for the six months ended June 30, 2026 and 2025, respectively.

Intangible Assets, net

Intangible assets, net consisted of the following:

Amortization expense for intangible assets was $6.0 million and $3.9 million for the three months ended June 30, 2026 and 2025, respectively, and $12.0 million and $7.8 million for the six months ended June 30, 2026 and 2025, respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as of June 30, 2026 is summarized as below:

Other assets

Other assets consisted of the following:

The Company holds a non-marketable equity investment in a privately held company. This investment is accounted for under ASC 321, Investments - Equity Securities, and is carried at cost, adjusted for observable price changes and impairments. The carrying value of such investment was $20.0 million as of June 30, 2026. During the period, the Company recognized no impairment or observable price adjustment to this investment.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

Other Non-current Liabilities

Other non-current liabilities consisted of the following:

Note 6. Leases

The Company leases office space in California, Michigan, Malaysia, Japan, Taiwan, the Netherlands, Finland, Ukraine, and India, all under non-cancellable operating leases with various expiration dates through May 2036.

The remaining lease terms vary from a few months toten years. For certain of its leases the Company has options to extend the lease term for periods varying fromone toten years. These renewal options are not considered in the remaining lease term unless it is reasonably certain that the Company will exercise such options. The Company also has variable lease payments that are primarily comprised of common area maintenance and utility charges.

The Company has entered into an operating lease arrangement that has not yet commenced as of June 30, 2026. This lease primarily relates to office facilities in California. As the commencement date has not occurred, the related right‑of‑use assets and lease liabilities have not been recognized in the condensed consolidated balance sheets as of June 30, 2026. The undiscounted future minimum lease payments under this lease are approximately $83.2 million.

The table below presents the operating lease-related assets and liabilities recorded on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025:

The table below presents certain information related to the lease costs for operating leases for the three and six months ended June 30, 2026 and 2025:

Cash paid for operating lease liabilities was $1.5 million and $0.9 million for the three months ended June 30, 2026 and 2025, respectively, and $2.3 million and $1.7 million for the six months ended June 30, 2026 and 2025, respectively.

Operating Lease Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet as of June 30, 2026:

Note 7. Stockholders’ Equity

At-The-Market offering

On February 27, 2024, the Company entered into a Sales Agreement ("Sales Agreement"), with Stifel, Nicolaus & Company, Incorporated ("Stifel"), under which the Company may offer and sell from time to time at its sole discretion, up to an aggregate of 1,200,000 shares of its common stock, par value $0.0001 per share, through Stifel acting as its sales agent.

During the three and six months ended June 30, 2026, the Company didnot sell any shares of its common stock through Stifel under the Sales Agreement.

During the three and six months ended June 30, 2025, the Company sold 150,000 shares of its common stock through Stifel under the Sales Agreement at a weighted average price of $203.94 per share resulting in net proceeds to the Company of $29.7 million, after deducting underwriting discounts and commissions of $0.6 million and offering costs of $0.3 million.

Follow-on public offering

On June 27, 2025, the Company completed a follow-on public offering, in which it issued and sold 2,012,500 shares of its common stock, resulting in net proceeds to the Company of $387.3 million after deducting underwriting discounts and commissions of $14.1 million and deferred offering costs of $1.1 million.

Equity Incentive Plans

The following table summarizes the RSU, performance based restricted stock units ("PRSU"), and multi-year performance restricted stock units ("MYPSU") activity for the three and six months ended June 30, 2026:

The following summarizes the number and value of the shares withheld for employee taxes:

In February 2026, the Compensation Committee of the Company approved PRSUs for the fiscal year 2026 with performance goals based on the achievement of relative total stockholder return with athree year performance period (the "2026 TSR PRSU Goals"). The grant-date fair value of each PRSU was determined using Monte Carlo simulation model. The assumptions used in the Monte Carlo simulation for the awards included expected volatility of 70.5%, risk free rate of 3.5%, no expected dividend yield and expected term of 2.9 years. The Company recognizes the expense related to the 2026 TSR PRSU Goals on a graded-vesting method over the requisite performance period. These grants are included in the PRSU awards granted in the table above.

Stock-Based Compensation

The following table presents the detail of stock-based compensation expense amounts included in the condensed consolidated statement of operations for each of the periods presented:

The following table presents the unrecognized compensation costs and related weighted average period of recognition as of June 30, 2026:

Note 8. Income Taxes

The quarterly provision for income taxes is based on applying the estimated annual effective tax rate to the year to date pre-tax income, plus any discrete items. The Company updates its estimate of its annual effective tax rate at the end of each quarterly period. The estimate takes into account annual forecasted income before income taxes, the geographic mix of income before income taxes and any significant permanent tax items.

The following table presents the provision for income taxes and the effective tax rates for the three and six months ended June 30, 2026 and 2025:

The Company’s effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in tax jurisdictions with different statutory rates, benefits related to tax credits and the tax impact of non-deductible expenses, existence of full valuation allowance on its deferred tax assets, and other permanent differences between income before income taxes and taxable income.

A valuation allowance is established or maintained when, based on currently available information and other factors, it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company regularly assesses its valuation allowance against deferred tax assets on a jurisdiction by jurisdiction basis. The Company considers all available positive and negative evidence, including future reversals of temporary differences, projected future taxable income, tax planning strategies and recent financial results. Based on management’s assessment of the realizability of deferred tax assets, the Company continues to maintain a full valuation allowance on its deferred tax assets as of June 30, 2026.

The income tax provision was immaterial for both the three and six months ended June 30, 2026 and 2025. The provision for income taxes is primarily related to the foreign subsidiaries’ local country obligations. The U.S. effective tax rate is less than 1% and is due to minimum state tax. There is no federal provision for income taxes as the Company has sufficient carryforward of net operating losses to offset any operating income earned since inception and has projected an operating loss in the current year.

As of June 30, 2026 and December 31, 2025, the Company had $2.5 million of total unrecognized tax benefits. If the Company is able to eventually recognize these uncertain tax positions, none of the unrecognized benefits would reduce the Company’s effective tax rate due to the full valuation allowance on the Company’s deferred tax assets.

The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. For the three and six months ended June 30, 2026 and 2025, the Company recorded immaterial amounts related to the accrual of interest and penalties.

Note 9. Segment, Geographic and Customer Information

The Company operates inone reportable segment related to the design, development, and sale of Precision Timing solutions to the global electronics industry.

The accounting policies of the Company’s single segment and key performance measures used by the Chief Executive Officer, who is the Chief Operating Decision Maker, to assess the performance of the Company are the same as those described within Note 1 and Note 11 of the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 11, 2026.

The table below provides information about the Company’s revenue, significant segment expenses and other segment expenses.

(a)Other segment items include research and development expenses and selling, general and administrative expenses, primarily in the nature of nonmanufacturing expenses including salaries and stock-based compensation for employees, consulting expenses, depreciation and amortization expenses, interest expense, certain other expenses, and taxes.

Note 10. Commitments and Contingencies

Legal Matters

From time to time, the Company may be a party to various litigation claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with legal counsel, the need to record a liability for litigation and contingencies. Accrual estimates are recorded when and if it is determined that such a liability for litigation and contingencies are both probable and reasonably estimable. We did not have any amounts accrued towards these matters as of June 30, 2026.

Indemnification

The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify other parties to such agreements with respect to certain matters. Typically, these obligations arise in the context of contracts that the Company has entered into, under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants or terms and conditions related to such matters as the sale and/or delivery of its products, title to assets sold, certain intellectual property claims, defective products, and specified environmental matters. Further, the Company’s obligations under these agreements may be limited in terms of time, amount, or the scope of its responsibility and in some instances, the Company may have recourse against third-parties for certain payments made under these agreements. It is not possible to predict the maximum potential amount of future payments under these agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, the Company has had no material indemnification claims under these agreements.

Purchase Commitments

The Company purchases components from a variety of suppliers and uses several contract manufacturers to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and to help ensure adequate component supply, the Company enters into agreements with the Company’s contract manufacturers and suppliers that allow them to procure inventory based upon criteria as defined by the Company. In addition, the Company has a multi-year agreement to purchase minimum quantities of micro-electro-mechanical systems ("MEMS") wafers and is responsible for research and development, tooling, and samples cost under the agreement. A portion of the Company’s reported purchase commitments arising from these agreements consists of firm, non-cancelable purchase commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule, and adjust the Company’s requirements based on its business needs prior to when production starts. However, in situations where the Company is unable to cancel, reschedule, or adjust the purchase commitment due to changing customer demand, excess inventories could result in material inventory provisions. Total future non-cancelable purchase commitments as of June 30, 2026 were as follows:

Note 11. Net Income (Loss) Per Share

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company:

Potential dilutive securities include dilutive common shares from share-based awards attributable to the restricted stock unit awards calculated using the treasury stock method. Under the treasury stock method, potential common shares outstanding are not included in the computation of diluted net income per share if their effect is anti-dilutive.

Anti-dilutive potential shares from share-based awards are excluded from the calculation of diluted earnings per share if either their exercise price exceeded the average market price during the period, or the share-based awards were determined to be anti-dilutive based on applying the treasury stock method. During the three months ended June 30, 2026 and 2025, the Company had 1,029 and 403,246 potential shares from restricted stock units that are anti-dilutive, respectively. During the six months ended June 30, 2026 and 2025, the Company had 13,826 and 455,502 potential shares from restricted stock units that are anti-dilutive, respectively.

The Company calculates diluted earnings per share for its convertible senior notes using the if-converted method. For the three and six months ended June 30, 2026, the shares issuable upon conversion of the convertible senior notes were excluded from diluted earnings per share because the effect of including such shares would have been anti-dilutive. The related capped call transactions were also excluded from diluted earnings per share because they are anti-dilutive.