Form 8-K

8-K — SITIME Corp

Accession: 0001451809-26-000040

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001451809

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — sitm-20260506.htm (Primary)

EX-99.1 (sitm-q126x8kxexx991.htm)

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8-K

8-K (Primary)

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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): May 06, 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 May 6, 2026, the Company issued a press release announcing its financial results for the first 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 May 6, 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:

May 6, 2026

By: /s/ Elizabeth A. Howe

Elizabeth A. Howe

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: sitm-q126x8kxexx991.htm · Sequence: 2

Document

Exhibit 99.1

SiTime Reports First Quarter 2026 Financial Results

Q1 Net Revenue Increased 88% to $113.6 Million

SANTA CLARA, Calif., May 6, 2026 – SiTime Corporation, (Nasdaq: SITM), the Precision Timing company, today announced financial results for the first quarter ended March 31, 2026.

Net revenue in the first quarter of 2026 was $113.6 million, an increase of 88.3%from $60.3 million in the year ago quarter.

"Our strong start to 2026, with revenue growing 88 percent year over year, reflects the scale and momentum of the Precision Timing category we created,” said Rajesh Vashist, CEO of SiTime. “As AI infrastructure and high-performance systems grow, precision timing is becoming a system-level requirement. Here, our differentiated platforms are driving higher ASPs and margins, along with deeper customer engagement. I believe that we are executing from a position of strength for the next phase of SiTime’s growth and am excited about the opportunities ahead.”

In the first quarter of 2026, GAAP gross profit was $67.0 million, or 59.0% of revenue, GAAP operating expenses were $79.3 million, GAAP loss from operations was $12.3 million, and GAAP net loss was $5.2 million, or $0.20 per diluted share.

In the first quarter of 2026, non-GAAP gross profit was $73.3 million, or 64.5% of revenue, non-GAAP operating expenses were $41.5 million, non-GAAP income from operations was $31.8 million and non-GAAP net income was $38.9 million, or $1.44 per diluted share.

Total cash, cash equivalents and short-term investments were $788.7 million on March 31, 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, 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 May 4, 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 employment of 42 newly hired individuals globally. The RSUs were approved in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement grants consisted of an aggregate of 41,471 RSUs. 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 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 grants and SiTime’s Amended and Restated 2022 Inducement Award Plan.

Conference Call

SiTime will broadcast the financial results for its first quarter of 2026 via conference call today, May 6, 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 March 31, 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

March 31, 2026 December 31, 2025 March 31, 2025

(in thousands, except per share data)

Revenue $ 113,567 $ 113,284 $ 60,314

Cost of revenue 46,612 49,404 29,978

Gross profit 66,955 63,880 30,336

Operating expenses:

Research and development 32,738 28,294 30,026

Selling, general and administrative 38,937 30,815 26,856

Acquisition related costs 7,619 3,008 1,562

Total operating expenses 79,294 62,117 58,444

(Loss) Income from operations (12,339) 1,763 (28,108)

Interest income 7,310 7,998 4,294

Other (expense) income, net (174) (209) 4

(Loss) Income before income taxes (5,203) 9,552 (23,810)

Income tax expense (14) (386) (67)

Net (loss) income $ (5,217) $ 9,166 $ (23,877)

Net (loss) income attributable to common stockholders and comprehensive loss $ (5,217) $ 9,166 $ (23,877)

Net (loss) income per share attributable to common stockholders, basic $ (0.20) $ 0.35 $ (1.01)

Net (loss) income per share attributable to common stockholders, diluted $ (0.20) $ 0.34 $ (1.01)

Weighted-average shares used to compute basic net (loss) income per share 26,343 26,201 23,653

Weighted-average shares used to compute diluted net (loss) income per share 26,343 27,070 23,653

SiTime Corporation

Unaudited Reconciliation of Non-GAAP Adjustments

Three months ended

March 31, 2026 December 31, 2025 March 31, 2025

(in thousands, except per share data)

Reconciliation of GAAP gross profit and margin to non-GAAP

Revenue $ 113,567 $ 113,284 $ 60,314

GAAP gross profit 66,955 63,880 30,336

GAAP gross margin 59.0 % 56.4 % 50.3 %

Amortization of acquired intangibles 5,744 4,717 3,573

Stock-based compensation 590 769 701

Non-GAAP gross profit $ 73,289 $ 69,366 $ 34,610

Non-GAAP gross margin 64.5 % 61.2 % 57.4 %

Reconciliation of GAAP operating expenses to non-GAAP

GAAP research and development expenses $ 32,738 $ 28,294 $ 30,026

Stock-based compensation (11,228) (9,318) (10,682)

Non-GAAP research and development expenses $ 21,510 $ 18,976 $ 19,344

GAAP sales, general and administrative expenses $ 38,937 $ 30,815 $ 26,856

Stock-based compensation (18,982) (14,323) (13,663)

Non-GAAP sales, general and administrative expenses $ 19,955 $ 16,492 $ 13,193

GAAP acquisition related costs $ 7,619 $ 3,008 $ 1,562

Acquisition related costs (7,619) (3,008) (1,562)

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

Total Non-GAAP operating expenses $ 41,465 $ 35,468 $ 32,537

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

GAAP (loss) income from operations $ (12,339) $ 1,763 $ (28,108)

Acquisition related costs 7,619 3,008 1,562

Amortization of acquired intangibles 5,744 4,717 3,573

Stock-based compensation 30,800 24,410 25,046

Non-GAAP income from operations $ 31,824 $ 33,898 $ 2,073

Non-GAAP income from operations as a percentage of revenue 28.0 % 29.9 % 3.4 %

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

GAAP net (loss) income $ (5,217) $ 9,166 $ (23,877)

Acquisition related costs 7,619 3,008 1,562

Amortization of acquired intangibles 5,744 4,717 3,573

Stock-based compensation 30,800 24,410 25,046

Non-GAAP net income $ 38,946 $ 41,301 $ 6,304

Weighted-average shares used to compute diluted net income per share 27,138 27,070 24,412

GAAP net (loss) income per share diluted $ (0.20) $ 0.34 $ (1.01)

Non-GAAP adjustments detailed above 1.63 1.19 1.27

Non-GAAP net income per share diluted $ 1.44 $ 1.53 $ 0.26

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

SiTime Corporation

Unaudited GAAP Condensed Consolidated Balance Sheets

As of

March 31, 2026 December 31, 2025

(in thousands)

Assets:

Current assets:

Cash and cash equivalents $ 498,476 $ 16,759

Short-term investments in held-to-maturity securities 290,188 791,648

Accounts receivable, net 54,997 45,040

Inventories 91,122 81,557

Prepaid expenses and other current assets 14,433 14,275

Total current assets 949,216 949,279

Property and equipment, net 106,661 105,114

Intangible assets, net 141,572 147,366

Right-of-use assets, net 3,479 4,089

Goodwill 87,098 87,098

Other assets 4,831 1,753

Total assets $ 1,292,857 $ 1,294,699

Liabilities and Stockholders' Equity:

Current liabilities:

Accounts payable $ 22,914 $ 21,327

Accrued expenses and other current liabilities 53,168 62,678

Total current liabilities 76,082 84,005

Other non-current liabilities 57,797 54,512

Total liabilities 133,879 138,517

Commitments and contingencies

Stockholders’ equity:

Common stock 3 3

Additional paid-in capital 1,389,096 1,381,083

Accumulated deficit (230,121) (224,904)

Total stockholders’ equity 1,158,978 1,156,182

Total liabilities and stockholders’ equity $ 1,292,857 $ 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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