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, 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.

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 timing solutions than legacy quartz crystal-based technologies can provide. 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 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.

Current wording

We are a leading provider of Precision Timing solutions for 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 more than 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

In May 2026, the Company issued $1,350.0 million aggregate principal amount of 0% Convertible Senior Notes due 2031. The proceeds were used to fund a portion of the cash consideration of $1,500.0 million paid in connection with the acquisition of the Timing business from Renesas, which was completed on July 1, 2026. Additionally, the Company issued 3,558,691 shares of the Company’s common stock towards this acquisition.

Current wording

In May 2026, we issued $1,350.0 million aggregate principal amount of 0% Convertible Senior Notes due 2031, the proceeds of which were used to fund a portion of the cash consideration.

Previous 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.

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 and we currently are benefiting from strong growth in AI datacenter deployments.

Previous 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.

Current wording

Our Precision Timing 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. We believe our MEMS-based products are differentiated from those of the 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 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. Our MEMS resonators are made using semiconductor technology which has significant benefits in features, performance, manufacturing, and cost. With the addition of the Timing business, we also offer quartz-based timing products, which allows us to serve a broader range of customer requirements.

Previous wording

Compared to traditional clock IC suppliers, we are different in that we design the resonator in-house and can integrate it into the clock IC package. Our analog/mixed-signal die are developed using industry-standard processes and deliver high levels of performance using programmable phase-locked loops, temperature sensors, regulators, data converters, drivers and other building blocks. Unlike most clock IC vendors, we do not rely on quartz vendors to provide the quartz resonator clock reference that is required for their clock ICs to function. Our expertise creates supply chain advantages for us and most importantly, enables us to design and build complete timing systems that result in performance advantages, providing a complete solution to the customer.

Current wording

Compared to traditional clock IC suppliers, we are different in that we design the resonator in-house and can integrate it into the clock IC package. Our analog/mixed-signal die are developed using industry-standard processes and deliver high levels of performance using programmable phase-locked loops, temperature sensors, regulators, data converters, drivers and other building blocks. For our MEMS-based clock products, we do not rely on third-party quartz vendors to provide the resonator clock reference that is required for the clock IC to function. Our expertise creates supply chain advantages for us and most importantly, enables us to design and build complete timing systems that result in performance advantages, providing a complete solution to the customer.

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 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.

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 must 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 with synchronization software and deep engineering expertise in Precision Timing solutions.

Current wording

With the addition of the Timing business, SiTime offers a comprehensive portfolio of timing products—oscillators, clocks, and resonators, in both MEMS-based and quartz-based technologies combined with 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 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.

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 MEMS-based 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

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.

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. Additionally, our revenue was also positively impacted by the sales of TPD products following the acquisition of the Timing Business that closed on July 1, 2026.

Previous 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.

Current wording

Revenue increased by $215.1 million, or 257% and $356.3 million, or 167%, for the three and nine months ended September 30, 2026, respectively, compared to the same periods in the prior year. The increase in both periods was driven by growth across all markets, including increased demand for our products in AI and datacenter applications, as well as $86.3 million from sales of TPD products following the acquisition of the Timing business, resulting in higher sales volume, changes in product mix and higher average selling prices.

Previous 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.

Current wording

Our top three customers by revenue, which are distributors, together accounted for approximately 53% and 58% of our revenue for the three months ended September 30, 2026 and 2025, respectively, and 57% and 59% of our revenues for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Cost of revenue consists of wafers acquired from third-party foundries, assembly, packaging, and test cost of our products paid to third-party contract manufacturers, amortization of acquired intangibles and personnel and other costs associated with our manufacturing operations. Cost of revenue also includes depreciation of production equipment, inventory write-downs, shipping and handling costs, and allocation of overhead and facility costs. We also include credits for rebates received from third-party contract manufacturers in cost of revenue.

Current wording

Cost of revenue consists of wafers acquired from third-party foundries, assembly, packaging, and test cost of our products paid to third-party contract manufacturers, amortization of acquired intangibles, amortization of inventory step-up costs, and personnel and other costs associated with our manufacturing operations. Cost of revenue also includes depreciation of production equipment, inventory write-downs, shipping and handling costs, and allocation of overhead and facility costs. We also include credits for rebates received from third-party contract manufacturers in cost of revenue.

Previous 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.

Current wording

Gross profit increased by $209.1 million in the nine months ended September 30, 2026 compared to the same period in the prior year. Gross profit increased $274.0 million mainly from higher revenue, which was partially offset by higher amortization from acquired intangibles of $54.0 million primarily driven by amortization of TPD related intangibles following the acquisition, higher other manufacturing and overhead costs of $7.9 million, consisting of depreciation and amortization charges associated with inventory write-downs, and $3.0 million related to the amortization of inventory step-up costs.

Previous wording

Gross margin was higher by 10.2% in the six months ended June 30, 2026 compared to the same period in the prior year. The gross margins increased by 7.9% due to impact of leverage from higher revenue, and 2.2% due to a change in the mix of products shipped.

Current wording

Gross margin was lower by 1.9% in the three months ended September 30, 2026 compared to the same period in the prior year. The gross margins decreased by 13.6% due to amortization of acquired intangibles, and 1.0% due to amortization of inventory step-up costs. This was partially offset by impact of leverage from higher revenue of 7.4%, and 5.3% due to improved mix of products shipped.

Previous 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.

Current wording

Gross margin was higher by 4.1% in the nine months ended September 30, 2026 compared to the same period in the prior year. The gross margins increased by 7.3% due to impact of leverage from higher revenue and increased 3.7% due to improved mix of products shipped. This was partially offset by the impact of Amortization of acquired intangibles of 6.3%, and 0.5% due to amortization of inventory step-up costs.

Previous wording

Research and development expense increased by $5.6 million, or 18%, for the three months ended June 30, 2026, compared to the same period in the prior year, primarily due to an increase in higher other personnel costs of $3.9 million, higher engineering spend towards ongoing new product development of $1.7 million, and higher depreciation and amortization expense of $0.6 million due to investment in capital assets, partially offset by lower stock-based compensation expense of $0.5 million.

Current wording

Research and development expense increased by $32.4 million, or 108%, for the three months ended September 30, 2026, compared to the same period in the prior year, primarily due to an increase in higher engineering spend towards ongoing new product development of $17.2 million, higher other personnel costs of $11.4 million, higher stock-based compensation expense of $2.3 million and higher depreciation and amortization expense of $1.2 million due to investment in capital assets.

Previous wording

Research and development expense increased by $8.3 million, or 14%, 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 higher other personnel costs of $6.2 million, and higher engineering spend towards ongoing new product development of $1.5 million.

Current wording

Research and development expense increased by $40.7 million, or 45%, for the nine months ended September 30, 2026, compared to the same period in the prior year, primarily due to higher engineering spend towards ongoing new product development of $19.1 million, an increase in headcount resulting in higher other personnel costs of $17.6 million, higher stock-based compensation expense of $2.3 million and higher depreciation and amortization expense of $1.9 million due to investment in capital assets.

Previous wording

Sales, general and administrative expense consists of personnel costs, professional and consulting fees, accounting and audit fees, legal costs, field application engineering support, travel costs, advertising expenses, and allocated overhead costs. We expect sales, general and administrative expenses to continue to increase in absolute dollars as we increase our personnel and grow our operations, although it may fluctuate as a percentage of revenue from period to period depending on the timing of these expenses.

Current wording

Selling, general and administrative expense consists of personnel costs, professional and consulting fees, accounting and audit fees, legal costs, field application engineering support, travel costs, advertising expenses, and allocated overhead costs. We expect sales, general and administrative expenses to continue to increase in absolute dollars as we increase our personnel and grow our operations, although it may fluctuate as a percentage of revenue from period to period depending on the timing of these expenses.

Previous 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.

Current wording

Selling, general and administrative expense increased by $31.5 million, or 103%, for the three months ended September 30, 2026, compared to the same period in the prior year, primarily due to higher other personnel costs of $9.2 million, increased amortization from acquired intangibles of $8.6 million driven by amortization of TPD related intangibles following the acquisition, higher stock-based compensation expense of $5.1 million due to an increase in headcount, higher sales commissions payouts from higher sales of $3.0 million, and higher consulting and legal fees of $2.1 million.

Previous 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.

Current wording

Selling, general and administrative expense increased by $61.6 million, or 72%, for the nine months ended September 30, 2026, compared to the same period in the prior year, primarily due to higher other personnel costs of $18.5 million, higher stock-based compensation expense of $16.1 million due to an increase in headcount, higher sales commissions payouts from higher sales of $9.7 million, increased amortization from acquired intangibles of $8.6 million driven by amortization of TPD related intangibles following the acquisition and higher consulting fees of $3.9 million.

Previous 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.

Current wording

Acquisition related costs include legal, regulatory, consulting, and other costs incurred towards the acquisition of the 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 $6.6 million, or 355%, for the three months ended June 30, 2026, primarily due to one-time costs of $6.5 million incurred towards the acquisition of Renesas' timing business.

Current wording

Acquisition related costs increased by $21.2 million for the three months ended September 30, 2026, primarily due to one-time costs of $21.5 million incurred towards the acquisition of the Timing business, partially offset by lower accretion of earnouts by $0.3 million.

Previous 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.

Current wording

Acquisition related costs increased by $33.9 million for the nine months ended September 30, 2026 compared to the same period in the prior year, primarily due to one-time costs of $37.0 million incurred towards the acquisition of the Timing business, partially offset by lower accretion of acquisition consideration payable and earnouts of $1.1 million and $2.0 million respectively due to lower remaining amount payable.

Previous 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.

Current wording

We expect to incur incremental costs in 2026 and beyond for the acquisition of the Timing business 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 $11.3 million or 132% for the six months ended June 30, 2026, compared to the same period in the prior year due to an increase in the average investment balance during the period.

Current wording

Interest income decreased by $6.8 million or 82% for the three months ended September 30, 2026, compared to the same period in the prior year primarily driven by a decrease in the average investment balance due to the payment towards the acquisition of the Timing business during the period.

Previous 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.

Current wording

Interest income increased by $4.5 million or 27% for the nine months ended September 30, 2026, compared to the same period in the prior year due to an increase in the average investment balance during the period through funds raised in the convertible note offering in May 2026.

Previous wording

Interest expense increased by $2.2 million for the three and six months ended June 30, 2026, compared to the same period in the prior year primarily due to the financing costs incurred towards the bridge loan facility established for the Acquisition as well as financing costs related to the issuance of the Company's convertible senior notes. The bridge loan facility closed upon the issuance of the convertible senior notes.

Current wording

Interest expense increased by $5.1 million and $7.3 million for the three and nine months ended September 30, 2026, respectively, compared to the same period in the prior year primarily due to the financing costs incurred towards the bridge loan facility established for the acquisition of the Timing business as well as financing costs related to the issuance of the Company's convertible senior notes and the revolving credit facility. The bridge loan facility closed upon the issuance of the convertible senior notes.

Previous wording

Other income (expense), net, decreased by $0.7 million for the six months ended June 30, 2026, compared to the same periods 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 income (expense), net, decreased by $0.7 million for the nine months ended September 30, 2026, compared to the same periods 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, 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.

Current wording

As of September 30, 2026 and December 31, 2025, we had cash and cash equivalents of $324.3 million and $16.8 million, respectively. From the available cash and cash equivalents as of June 30, 2026, we made a payment of $1,499.3 million on July 1, 2026, for the acquisition of the Timing business. 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 and six months ended June 30, 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 nine months ended September 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.

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 6 - Leases" and "Note 10 - Commitments and Contingencies" of the Notes to Condensed Consolidated Financial Statements for the period ended September 30, 2026.

Previous 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.

Current wording

We believe that our existing cash and cash equivalents 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 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.

Current wording

In the nine months ended September 30, 2026, net cash provided by operating activities of $64.4 million was primarily due to a net income of $17.3 million and non-cash expenses of $216.1 million, offset by a change in operating assets and liabilities of $169.0 million. Non-cash expenses were mainly related to stock-based compensation expense, depreciation and amortization, amortization of financing costs, amortization of inventory step-up 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 used in operations primarily due to increases in accounts receivable due to the timing of shipments, inventories as we built our inventory levels, and prepaid expenses and other assets due to the timing of payments to vendors, partially offset by an increase in accounts payable and accrued expenses primarily due to the timing of accrued payroll and related benefit payments.

Previous 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.

Current wording

In the nine months ended September 30, 2026, net cash used in investing activities was $773.0 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, $37.6 million to purchase manufacturing equipment and intangibles to support the general business operations, as well as cash consideration of $1,499.3 million associated with the acquisition of the Timing business.

Previous 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.

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 nine months ended September 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 $39.6 million, payment for capped call transactions of $121.5 million, payment of tax withholdings on behalf of employees for net share settlement of $161.0 million, and earnouts of $11.8 million related to the Aura transaction.