Form 8-K

8-K — SITIME Corp

Accession: 0001451809-26-000059

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001451809

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — sitm-20260805.htm (Primary)

EX-99.1 (sitm-q226x8kxexx991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 05, 2026

_________________________________________________________

SiTime Corporation

(Exact name of Registrant as Specified in Its Charter)

_________________________________________________________

Delaware 001-39135 02-0713868

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5451 Patrick Henry Drive

Santa Clara, California

95054

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 328-4400

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share SITM The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2026, the Company issued a press release announcing its financial results for the second quarter of 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information under Item 2.02 of this report, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information and the accompanying exhibit shall not be incorporated by reference into filings with the U.S. Securities and Exchange Commission (the "SEC") made by the Company, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit No. Description

99.1

Press Release of SiTime Corporation dated August 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SiTime Corporation

Date:

August 5, 2026

By: /s/ Elizabeth A. Howe

Elizabeth A. Howe

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: sitm-q226x8kxexx991.htm · Sequence: 2

Document

Exhibit 99.1

SiTime Reports Second Quarter 2026 Financial Results

Q2 Net Revenue Increased 127% to $157.4 Million

SANTA CLARA, Calif., August 5, 2026 – SiTime Corporation, (Nasdaq: SITM), the Precision Timing company, today announced financial results for the second quarter ended June 30, 2026.

Net revenue in the second quarter of 2026 was $157.4 million, as compared to $69.5 million in the year ago quarter.

"SiTime delivered exceptional results in the second quarter, with revenue increasing 127% year over year to $157.4 million and gross margin of 67.1%," said Rajesh Vashist, chairman and CEO of SiTime. "While every segment grew by at least 50%, CED grew by 181%. On July 1, we completed the acquisition of Renesas' Timing Business, adding over 550 clocking products to our portfolio. Only SiTime offers the full breadth of Precision Timing solutions — and that unmatched capability is accelerating our industry leadership across every end market we serve."

In the second quarter of 2026, GAAP gross profit was $99.1 million, or 63.0% of revenue, GAAP operating expenses were $90.9 million, GAAP income from operations was $8.2 million, and GAAP net income was $18.2 million, or $0.66 per diluted share.

In the second quarter of 2026, non-GAAP gross profit was $105.6 million, or 67.1% of revenue, non-GAAP operating expenses were $52.1 million, non-GAAP income from operations was $53.5 million and non-GAAP net income was $65.6 million, or $2.34 per diluted share.

Total cash, cash equivalents and short-term investments were $1,921 million on June 30, 2026. The balance includes net proceeds from the convertible senior notes offering that were used to fund the acquisition of certain assets from Renesas Electronics Corporation which was completed on July 1, 2026.

SiTime plans to discuss its business outlook as part of today’s scheduled conference call.

Use of Non-GAAP Financial Information

This press release and its attachments include certain non-GAAP supplemental performance measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

SiTime believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to SiTime’s financial condition and results of operations. SiTime believes that these non-GAAP financial measures provide additional insight into SiTime’s ongoing performance and core operational activities and has chosen to provide these measures for more consistent and meaningful comparison between periods. These measures should only be used to evaluate SiTime’s results of operations in conjunction with the corresponding GAAP measures. The non-GAAP financial measures exclude stock-based compensation expense, amortization of acquired intangibles, amortization of financing related transaction costs, and acquisition-related expenses which include transaction and certain other cash costs associated with business acquisition as well as changes in the estimated fair value of earn out liabilities and accretion of acquisition consideration payable. The reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this release.

Inducement Plan Grants

SiTime granted restricted stock unit awards (“RSUs”) on August 3, 2026 that were approved by the Compensation and Talent Committee of its Board of Directors under SiTime’s Amended and Restated 2022 Inducement Award Plan, as a material inducement to the employment of 168 newly hired individuals globally, including 126 employees, hired in connection with SiTime’s acquisition of certain assets from Renesas Electronics Corporation. The RSUs were approved in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement grants consisted of an aggregate of 109,689 RSUs. For employees hired in connection with the acquisition of certain assets of Renesas Electronics Corporation, 1/16th of the RSUs will vest on August 20, 2026, and then 1/16th of the RSUs will vest in equal quarterly installments on each November 20, February 20, May 20, and August 20 thereafter, subject to each such employee’s continued service on each vesting date. For the other newly hired individuals, one-fourth of the RSUs will vest on the first February 20, May 20, August 20, or November 20, falling in the one-year anniversary quarter of the applicable vesting start date, and then 1/16th of the RSUs will vest in equal quarterly installments on each February 20, May 20, August 20, and November 20 thereafter, subject to each such employee’s continued service on each vesting date. The inducement grants are subject to the terms and conditions of award agreements covering the RSU grants and SiTime’s Amended and Restated 2022 Inducement Award Plan.

Conference Call

SiTime will broadcast the financial results for its second quarter of 2026 via conference call today, August 5, 2026, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). To join the conference call via phone, participants are required to complete the following registration form to receive a dial-in number and dedicated PIN for accessing the conference call. The conference call will also be available via a live audio webcast on the investor relations section of the SiTime website at investor.sitime.com. Please access the website at least a few minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay of the call will be available on the website.

About SiTime

SiTime Corporation is the Precision Timing company. Our semiconductor MEMS programmable solutions offer a rich feature set that enables customers to differentiate their products with higher performance, smaller size, lower power, and better reliability. With more than 4 billion devices shipped, SiTime is changing the timing industry. For more information, visit www.sitime.com.

About Precision Timing – Timing is the heartbeat of all electronics, ensuring performance, resilience and scalability. For decades, quartz devices, non-silicon technology, have kept systems in sync, but they struggle in harsher, more demanding environments. MEMS-based Precision Timing delivers greater accuracy, smaller size and resilience. Today, MEMS timing powers over 400 applications, including high-growth ones in AI data centers, automated driving, industrial and humanoid robots, wearables and IoT.

Forward-Looking Statements

This press release and the earnings call referencing this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Security Exchange Act of 1934, as amended. These forward-looking statements involve risks, uncertainties, assumptions, and other factors that may cause actual results or outcomes to differ materially from those anticipated in such forward-looking statements. The risks, uncertainties, assumptions, and other factors include, but are not limited to our expectations and trends relating to the growth of our new products, our product differentiation and market acceptance of our products, and our ability to accurately forecast our future performance, business and growth. More information about these and other risks, uncertainties, and other factors that may cause actual outcomes and results to differ materially from those included in the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in our most recent Form 10-Q filed with the Securities and Exchange Commission and other filings SiTime makes with the Securities and Exchange Commission from time to time, including SiTime's Annual Report on Form 10-K that has been filed for the year ended December 31, 2025. The financial information set forth in this release reflects estimates based on information available at this time. While SiTime believes these estimates to be reasonable, these amounts could differ materially from reported amounts in SiTime’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and SiTime’s other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date the statements are made and are based on information available to SiTime at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Except as required by law, SiTime undertakes no obligation, and does not intend, to update these forward-looking statements.

SiTime Corporation

Unaudited GAAP Condensed Consolidated Statements of Operations

Three months ended

June 30, 2026 March 31, 2026 June 30, 2025

(in thousands, except per share data)

Revenue $ 157,432 $ 113,567 $ 69,494

Cost of revenue 58,290 46,612 33,442

Gross profit 99,142 66,955 36,052

Operating expenses:

Research and development 36,117 32,738 30,563

Selling, general and administrative 46,301 38,937 28,228

Acquisition related costs 8,509 7,619 1,872

Total operating expenses 90,927 79,294 60,663

Income (loss) from operations 8,215 (12,339) (24,611)

Interest income 12,545 7,310 4,263

Interest expense (2,247) — —

Other (expense) income, net (317) (174) 204

Income (loss) before income taxes 18,196 (5,203) (20,144)

Income tax expense (40) (14) (35)

Net income (loss) $ 18,156 $ (5,217) $ (20,179)

Net income (loss) attributable to common stockholders and comprehensive income (loss) $ 18,156 $ (5,217) $ (20,179)

Net income (loss) per share attributable to common stockholders, basic $ 0.69 $ (0.20) $ (0.84)

Net income (loss) per share attributable to common stockholders, diluted $ 0.66 $ (0.20) $ (0.84)

Weighted-average shares used to compute basic net income (loss) per share 26,450 26,343 23,923

Weighted-average shares used to compute diluted net income (loss) per share 27,490 26,343 23,923

SiTime Corporation

Unaudited GAAP Condensed Consolidated Statements of Operations

Six Months Ended

June 30, 2026 June 30, 2025

(in thousands, except per share data)

Revenue $ 270,999 $ 129,808

Cost of revenue 104,902 63,421

Gross profit 166,097 66,387

Operating expenses:

Research and development 68,854 60,589

Selling, general and administrative 85,237 55,086

Acquisition related costs 16,129 3,433

Total operating expenses 170,220 119,108

Loss from operations (4,123) (52,721)

Interest income 19,854 8,557

Interest expense (2,247) —

Other (expense) income, net (492) 210

Income (loss) before income taxes 12,992 (43,954)

Income tax expense (53) (102)

Net income (loss) $ 12,939 $ (44,056)

Net income (loss) attributable to common stockholders and comprehensive income (loss) $ 12,939 $ (44,056)

Net income (loss) per share attributable to common stockholders, basic $ 0.49 $ (1.85)

Net income (loss) per share attributable to common stockholders, diluted $ 0.47 $ (1.85)

Weighted-average shares used to compute basic net income (loss) per share 26,397 23,790

Weighted-average shares used to compute diluted net income (loss) per share 27,335 23,790

SiTime Corporation

Unaudited Reconciliation of Non-GAAP Adjustments

Three months ended

June 30, 2026 March 31, 2026 June 30, 2025

(in thousands, except per share data)

Reconciliation of GAAP gross profit and margin to non-GAAP

Revenue $ 157,432 $ 113,567 $ 69,494

GAAP gross profit 99,142 66,955 36,052

GAAP gross margin 63.0 % 59.0 % 51.9 %

Amortization of acquired intangibles 5,744 5,744 3,573

Stock-based compensation 699 590 825

Non-GAAP gross profit $ 105,585 $ 73,289 $ 40,450

Non-GAAP gross margin 67.1 % 64.5 % 58.2 %

Reconciliation of GAAP operating expenses to non-GAAP

GAAP research and development expenses $ 36,117 $ 32,738 $ 30,563

Stock-based compensation (10,501) (11,228) (11,044)

Non-GAAP research and development expenses $ 25,616 $ 21,510 $ 19,519

GAAP sales, general and administrative expenses $ 46,301 $ 38,937 $ 28,228

Stock-based compensation (19,793) (18,982) (14,457)

Non-GAAP sales, general and administrative expenses $ 26,508 $ 19,955 $ 13,771

GAAP acquisition related costs $ 8,509 $ 7,619 $ 1,872

Acquisition related costs (8,509) (7,619) (1,872)

Non-GAAP acquisition related costs $ — $ — $ —

Total Non-GAAP operating expenses $ 52,124 $ 41,465 $ 33,290

Reconciliation of GAAP income (loss) from operations to non-GAAP income from operations

GAAP income (loss) from operations $ 8,215 $ (12,339) $ (24,611)

Acquisition related costs 8,509 7,619 1,872

Amortization of acquired intangibles 5,744 5,744 3,573

Stock-based compensation 30,993 30,800 26,326

Non-GAAP income from operations $ 53,461 $ 31,824 $ 7,160

Non-GAAP income from operations as a percentage of revenue 34.0 % 28.0 % 10.3 %

Reconciliation of GAAP net income (loss) to non-GAAP net income

GAAP net income (loss) $ 18,156 $ (5,217) $ (20,179)

Acquisition related costs 8,509 7,619 1,872

Amortization of financing related transaction costs 2,247 — —

Amortization of acquired intangibles 5,744 5,744 3,573

Stock-based compensation 30,993 30,800 26,326

Non-GAAP net income $ 65,649 $ 38,946 $ 11,592

Weighted-average shares used to compute diluted net income per share 28,061 27,138 24,633

GAAP net income (loss) per share diluted $ 0.66 $ (0.20) $ (0.84)

Non-GAAP adjustments detailed above 1.68 1.63 1.31

Non-GAAP net income per share diluted $ 2.34 $ 1.44 $ 0.47

(1) Non-GAAP diluted weighted average shares are calculated using the treasury stock method and differ from GAAP diluted weighted average shares in certain periods due to non-GAAP net income reported.

SiTime Corporation

Unaudited Reconciliation of Non-GAAP Adjustments

Six Months Ended

June 30, 2026 June 30, 2025

(in thousands, except per share data)

Reconciliation of GAAP gross profit and margin to non-GAAP

Revenue $ 270,999 $ 129,808

GAAP gross profit 166,097 66,387

GAAP gross margin 61.3 % 51.1 %

Amortization of acquired intangibles 11,489 7,145

Stock-based compensation 1,289 1,526

Non-GAAP gross profit $ 178,875 $ 75,058

Non-GAAP gross margin 66.0 % 57.8 %

Reconciliation of GAAP operating expenses to non-GAAP

GAAP research and development expenses $ 68,854 $ 60,589

Stock-based compensation (21,728) (21,726)

Non-GAAP research and development expenses $ 47,126 $ 38,863

GAAP sales, general and administrative expenses $ 85,237 $ 55,086

Stock-based compensation (38,775) (28,119)

Non-GAAP sales, general and administrative expenses $ 46,462 $ 26,967

GAAP acquisition related costs $ 16,129 $ 3,433

Acquisition related costs (16,129) (3,433)

Non-GAAP acquisition related costs $ — $ —

Total Non-GAAP operating expenses $ 93,588 $ 65,830

Reconciliation of GAAP loss from operations to non-GAAP income (loss) from operations

GAAP loss from operations $ (4,123) $ (52,721)

Amortization of acquired intangibles 11,489 7,145

Acquisition related costs 16,129 3,433

Stock-based compensation 61,792 51,371

Non-GAAP income from operations $ 85,287 $ 9,228

Non-GAAP income from operations as a percentage of revenue 31.5 % 7.1 %

Reconciliation of GAAP net income (loss) to non-GAAP net income

GAAP net income (loss) $ 12,939 $ (44,056)

Amortization of acquired intangibles 11,489 7,145

Acquisition related costs 16,129 3,433

Amortization of financing related transaction costs 2,247 —

Stock-based compensation 61,792 51,371

Non-GAAP net income $ 104,596 $ 17,893

Weighted-average shares used to compute diluted net income per share (1)

27,621 24,566

GAAP net income (loss) per share diluted $ 0.47 $ (1.85)

Non-GAAP adjustments detailed above 3.32 2.58

Non-GAAP net income per share diluted $ 3.79 $ 0.73

SiTime Corporation

Unaudited GAAP Condensed Consolidated Balance Sheets

As of

June 30, 2026 December 31, 2025

(in thousands)

Assets:

Current assets:

Cash and cash equivalents $ 1,921,141 $ 16,759

Short-term investments in held-to-maturity securities — 791,648

Accounts receivable, net 88,706 45,040

Inventories 103,904 81,557

Prepaid expenses and other current assets 20,114 14,275

Total current assets 2,133,865 949,279

Property and equipment, net 114,387 105,114

Intangible assets, net 136,023 147,366

Right-of-use assets, net 9,859 4,089

Goodwill 87,098 87,098

Other assets 24,291 1,753

Total assets $ 2,505,523 $ 1,294,699

Liabilities and Stockholders' Equity:

Current liabilities:

Accounts payable $ 28,895 $ 21,327

Accrued expenses and other current liabilities 80,841 62,678

Total current liabilities 109,736 84,005

Convertible senior notes, net 1,317,556 —

Other non-current liabilities 53,179 54,512

Total liabilities 1,480,471 138,517

Commitments and contingencies

Stockholders’ equity:

Common stock 3 3

Additional paid-in capital 1,237,014 1,381,083

Accumulated deficit (211,965) (224,904)

Total stockholders’ equity 1,025,052 1,156,182

Total liabilities and stockholders’ equity $ 2,505,523 $ 1,294,699

Investor Relations Contacts:

Shelton Group

Leanne Sievers | Brett Perry

sitm-ir@sheltongroup.com

SiTime Corporation

Beth Howe

Chief Financial Officer

investor.relations@sitime.com

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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