false000145180900014518092025-02-052025-02-05

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): February 04, 2026
_________________________________________________________
SiTime Corporation
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________
Delaware001-3913502-0713868
(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 shareSITMThe 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 February 4, 2026, the Company issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2025. 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
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:
February 4, 2026
By: /s/ Elizabeth A. Howe
Elizabeth A. Howe
Executive Vice President and Chief Financial Officer

Exhibit 99.1
SiTime Reports Fourth Quarter and Fiscal Year 2025 Financial Results
SANTA CLARA, Calif., February 4, 2026 – SiTime Corporation, (Nasdaq: SITM), the Precision Timing company, today announced financial results for the fourth quarter and financial year ended December 31, 2025.
Net revenue in the fourth quarter of 2025 was $113.3 million, a 36% increase from $83.6 million in the prior quarter and an increase of 66% from the year ago period.
Net revenue for fiscal year 2025 was $326.7 million, an increase of 61% from $202.7 million in fiscal year 2024.
“Driven by AI, Q4 2025 was the seventh consecutive quarter of over 100% year-over-year growth for our Communications, Enterprise and Datacenter (CED) business," said Rajesh Vashist, chairman and CEO of SiTime. "Growth in both Q4 2025 and FY2025 was broad-based, across all end customer segments, and regions. In addition to 61% year-on-year growth, I am also pleased that we achieved 61.2% gross margin in the fourth quarter, which exceeded the forecast that we made at the beginning of the year. Looking forward into 2026, we expect our broad-based growth to continue, again driven by CED."
In the fourth quarter of 2025, GAAP gross profit was $63.9 million, or 56.4% of revenue, GAAP operating expenses were $62.1 million, GAAP income from operations was $1.8 million, and GAAP net income was $9.2 million, or $0.34 per diluted share.
In the fourth quarter of 2025, non-GAAP gross profit was $69.4 million, or 61.2% of revenue, non-GAAP operating expenses were $35.5 million, non-GAAP income from operations was $33.9 million and non-GAAP net income was $41.3 million, or $1.53 per diluted share.
For the twelve months ended December 31, 2025, GAAP gross profit was $175.0 million, or 53.6% of revenue, GAAP operating expenses were $242.0 million, GAAP loss from operations was $67.0 million, and GAAP net loss was $42.9 million, or $1.72 per diluted share.
For the twelve months ended December 31, 2025, non-GAAP gross profit was $193.5 million, or 59.3% of revenue, non-GAAP operating expenses were $135.0 million, non-GAAP income from operations was $58.6 million and non-GAAP net income was $82.6 million, or $3.20 per diluted share.
Total cash, cash equivalents and short-term investments were $808.4 million on December 31, 2025.
The company 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 acquisitions 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 February 2, 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 26 newly hired non-executive individuals globally. The RSUs were approved in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement grants consisted of an aggregate of 19,373 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 2022 Amended and Restated Inducement Award Plan.
Conference Call
SiTime will broadcast the financial results for its fourth quarter of 2025 via conference call today, February 4, 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 3.5 billion devices shipped, SiTime is changing the timing industry. For more information, visit www.sitime.com.
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 the Form 10-K to be 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 Annual Report on Form 10-K for the year ended December 31, 2025 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
December 31, 2025September 30, 2025December 31, 2024
(in thousands, except per share data)
Revenue$113,284 $83,567 $68,111 
Cost of revenue49,404 38,850 32,267 
Gross profit63,880 44,717 35,844 
Operating expenses:
Research and development28,294 30,009 29,333 
Selling, general and administrative30,815 30,603 27,695 
Acquisition related costs3,008 126 1,835 
Total operating expenses62,117 60,738 58,863 
Income (loss) from operations1,763 (16,021)(23,019)
Interest income7,998 8,275 5,088 
Other expense, net(209)(157)(510)
Income (loss) before income taxes9,552 (7,903)(18,441)
Income tax expense(386)(111)(372)
Net income (loss)$9,166 $(8,014)$(18,813)
Net income (loss) attributable to common stockholders and comprehensive income (loss)$9,166 $(8,014)$(18,813)
Net income (loss) per share attributable to common stockholders, basic$0.35 $(0.31)$(0.80)
Net income (loss) per share attributable to common stockholders, diluted$0.34 $(0.31)$(0.80)
Weighted-average shares used to compute basic net income (loss) per share26,20126,04823,467
Weighted-average shares used to compute diluted net income (loss) per share27,07026,04823,467


SiTime Corporation
Unaudited GAAP Condensed Consolidated Statements of Operations
Year Ended
December 31, 2025December 31, 2024
(in thousands, except per share data)
Revenue$326,660 $202,697 
Cost of revenue151,674 98,203 
Gross profit174,986 104,494 
Operating expenses:
Research and development118,893 106,855 
Selling, general and administrative116,504 102,157 
Acquisition related costs6,567 10,722 
Total operating expenses241,964 219,734 
Loss from operations(66,978)(115,240)
Interest income24,830 22,883 
Other expense, net(157)(758)
Loss before income taxes(42,305)(93,115)
Income tax expense(598)(486)
Net loss$(42,903)$(93,601)
Net loss attributable to common stockholders and comprehensive loss$(42,903)$(93,601)
Net loss per share attributable to common stockholders, basic$(1.72)$(4.05)
Net loss per share attributable to common stockholders, diluted$(1.72)$(4.05)
Weighted-average shares used to compute basic net loss per share24,96723,118
Weighted-average shares used to compute diluted net loss per share24,96723,118


SiTime Corporation
Unaudited Reconciliation of Non-GAAP Adjustments
Three months ended
December 31, 2025September 30, 2025December 31, 2024
(in thousands, except per share data)
Reconciliation of GAAP gross profit and margin to non-GAAP
Revenue$113,284 $83,567 $68,111 
GAAP gross profit63,880 44,717 35,844 
GAAP gross margin56.4%53.5%52.6%
Amortization of acquired intangibles4,717 3,573 3,573 
Stock-based compensation769 831 652 
Non-GAAP gross profit$69,366 $49,121 $40,069 
Non-GAAP gross margin61.2%58.8%58.8%
Reconciliation of GAAP operating expenses to non-GAAP
GAAP research and development expenses$28,294 $30,009 $29,333 
Stock-based compensation(9,318)(11,485)(9,965)
Non-GAAP research and development expenses$18,976 $18,524 $19,368 
GAAP sales, general and administrative expenses$30,815 $30,603 $27,695 
Stock-based compensation(14,323)(15,441)(14,586)
Non-GAAP sales, general and administrative expenses$16,492 $15,162 $13,109 
GAAP acquisition related costs$3,008 $126 $1,835 
Acquisition related costs(3,008)(126)(1,835)
Non-GAAP acquisition related costs$— $— $— 
Total Non-GAAP operating expenses$35,468 $33,686 $32,477 
Reconciliation of GAAP income (loss) from operations to non-GAAP income from operations
GAAP income (loss) from operations$1,763 $(16,021)$(23,019)
Acquisition related costs3,008 126 1,835 
Amortization of acquired intangibles4,717 3,573 3,573 
Stock-based compensation24,410 27,757 25,203 
Non-GAAP income from operations$33,898 $15,435 $7,592 
Non-GAAP income from operations as a percentage of revenue29.9%18.5%11.1%
Reconciliation of GAAP net income (loss) to non-GAAP net income
GAAP net income (loss)$9,166 $(8,014)$(18,813)
Acquisition related costs3,008 126 1,835 
Amortization of acquired intangibles4,717 3,573 3,573 
Stock-based compensation24,410 27,757 25,203 
Non-GAAP net income$41,301 $23,442 $11,798 
Weighted-average shares used to compute diluted net income per share (1)
27,07026,93824,452
GAAP net income (loss) per share diluted$0.34 $(0.31)$(0.80)
Non-GAAP adjustments detailed above1.19 1.18 1.28 
Non-GAAP net income per share diluted$1.53 $0.87 $0.48 
(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
Year Ended
December 31, 2025December 31, 2024
(in thousands, except per share data)
Reconciliation of GAAP gross profit and margin to non-GAAP
Revenue$326,660 $202,697 
GAAP gross profit174,986 104,494 
GAAP gross margin53.6%51.6%
Amortization of acquired intangibles15,435 11,892 
Stock-based compensation3,126 1,654 
Non-GAAP gross profit$193,547 $118,040 
Non-GAAP gross margin59.3%58.2%
Reconciliation of GAAP operating expenses to non-GAAP
GAAP research and development expenses$118,893 $106,855 
Stock-based compensation(42,529)(37,947)
Non-GAAP research and development expenses$76,364 $68,908 
GAAP sales, general and administrative expenses$116,504 $102,157 
Stock-based compensation(57,885)(53,034)
Acquisition related integration costs— (550)
Non-GAAP sales, general and administrative expenses$58,619 $48,573 
GAAP acquisition related costs$6,567 $10,722 
Acquisition related costs(6,567)(10,722)
Non-GAAP acquisition related costs$— $— 
Total Non-GAAP operating expenses$134,983 $117,481 
Reconciliation of GAAP loss from operations to non-GAAP income from operations
GAAP loss from operations$(66,978)$(115,240)
Amortization of acquired intangibles15,435 11,892 
Acquisition related costs6,567 10,722 
Acquisition related integration costs— 550 
Stock-based compensation103,540 92,635 
Non-GAAP income from operations$58,564 $559 
Non-GAAP income from operations as a percentage of revenue17.9%0.3%
Reconciliation of GAAP net loss to non-GAAP net income
GAAP net loss$(42,903)$(93,601)
Amortization of acquired intangibles15,435 11,892 
Acquisition related costs6,567 10,722 
Acquisition related integration costs— 550 
Stock-based compensation103,540 92,635 
Non-GAAP net income$82,639 $22,198 
Weighted-average shares used to compute diluted net income per share (1)
25,78623,876
GAAP net loss per share diluted$(1.72)$(4.05)
Non-GAAP adjustments detailed above4.92 4.98 
Non-GAAP net income per share diluted$3.20 $0.93 
(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
December 31, 2025December 31, 2024
(in thousands)
Assets:
Current assets:
Cash and cash equivalents$16,759 $6,106 
Short-term investments in held-to-maturity securities791,648 412,728 
Accounts receivable, net45,040 38,209 
Inventories81,557 76,741 
Prepaid expenses and other current assets14,275 10,276 
Total current assets949,279 544,060 
Property and equipment, net105,114 82,475 
Intangible assets, net147,366 163,558 
Right-of-use assets, net4,089 6,569 
Goodwill87,098 87,098 
Other assets1,753 1,199 
Total assets$1,294,699 $884,959 
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable$21,327 $22,894 
Accrued expenses and other current liabilities62,678 85,555 
Total current liabilities84,005 108,449 
Other non-current liabilities54,512 76,791 
Total liabilities138,517 185,240 
Commitments and contingencies
Stockholders’ equity:
Common stock3 2 
Additional paid-in capital1,381,083 881,718 
Accumulated deficit(224,904)(182,001)
Total stockholders’ equity1,156,182 699,719 
Total liabilities and stockholders’ equity$1,294,699 $884,959 
Investor Relations Contacts:
Shelton Group
Leanne Sievers | Brett Perry
sitm-ir@sheltongroup.com
SiTime Corporation
Beth Howe
Chief Financial Officer
investor.relations@sitime.com