SiTime Corporation Announces Proposed Convertible Senior Notes Offering

SiTime (NASDAQ: SITM) plans to offer $1.1 billion of Convertible Senior Notes due 2031, with a $150 million over-allotment option.

Rhea-AI Summary

SiTime (NASDAQ: SITM) plans to offer $1.1 billion of Convertible Senior Notes due 2031, with a $150 million over-allotment option. The unsecured notes pay semiannual interest and mature on June 15, 2031.

Net proceeds are expected to help fund the Renesas timing asset acquisition, capped call costs, and general corporate purposes.

Positive

• $1.1 billion convertible notes offering, plus $150 million over-allotment option
• Proceeds earmarked to help fund Renesas timing business asset acquisition
• Use of capped call transactions designed to reduce potential share dilution on conversion

Negative

• Convertible notes introduce potential future dilution for common shareholders
• Increased unsecured debt obligations maturing in 2031

Argus May 19 session

-4.40% close to close Open Argus

Details

News Market Reaction – SITM

On May 19, the day this news came out, SITM closed 4.40% below the previous close.

Data tracked by StockTitan Argus for the May 19 session.

Market Context

This announcement details SiTime’s plan to issue $1.1 billion of Convertible Senior Notes due 2031, ...

Analysis

This announcement details SiTime’s plan to issue $1.1 billion of Convertible Senior Notes due 2031, with an additional $150 million over-allotment option and accompanying capped call transactions. Proceeds are expected to help fund a major timing-business acquisition and general corporate needs. Historically, offering-related news around SiTime has produced modestly negative average moves, so investors may watch final pricing terms, conversion features, and how effectively the capital supports long-term integration and growth objectives.

Key Figures

Convertible notes size: $1.1 billion Over-allotment option: $150 million Notes maturity date: June 15, 2031 +5 more

Convertible notes size

$1.1 billion

Aggregate principal amount of Convertible Senior Notes due 2031

Over-allotment option

$150 million

Additional principal amount of notes to cover over-allotments

Notes maturity date

June 15, 2031

Stated maturity of Convertible Senior Notes

Over-allotment period

13 days

Window for underwriters to purchase additional notes

Price change

-6.26%

Share move on the day of the offering announcement

52-week high

$901.81

Pre-news 52-week high for SITM

52-week low

$186.49

Pre-news 52-week low for SITM

Shelf file number

File No. 333-277373

Form S-3 registration statement referenced for the notes offering

Previous Offering Reports

3 past events · Latest: Jun 27

Same Type 3 events

1. Jun 27

   Offering completion

   24h Move

   +0.1%

   Completion of follow-on equity offering raising net proceeds of about $387.4M.

2. Jun 26

   Offering pricing

   24h Move

   +2.6%

   Pricing of follow-on offering at $200 per share with 262,500-share option.

3. Jun 24

   Offering launch

   24h Move

   -15.7%

   Announcement of $350M follow-on offering plus $52.5M additional share option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, over-allotments, capped call transactions, derivative transactions, +4 more

8 terms

convertible senior notes financial

"announced its intent to offer, subject to market conditions and other factors, $1.1 billion aggregate principal amount of Convertible Senior Notes"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

over-allotments financial

"up to an additional $150 million aggregate principal amount of Notes, solely to cover over-allotments, if any"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

capped call transactions financial

"SiTime expects to use the net proceeds from the Offering ... to pay the cost of the capped call transactions described below"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

derivative transactions financial

"Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to the common stock"

Derivative transactions are contracts whose value depends on the price or performance of something else—like stocks, bonds, currencies, interest rates or commodities. Think of them as insurance or bets about a future price: investors use them to protect against losses, lock in prices, or try to amplify returns, but they can also magnify losses, create cash demands and expose a firm to the risk that the other party won’t meet its obligation, so they can materially affect a company’s financial stability and volatility.

shelf registration statement regulatory

"The Notes are being offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-277373)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"pursuant to a “shelf” registration statement on Form S-3 (File No. 333-277373)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

base prospectus regulatory

"including a base prospectus, that was previously filed by SiTime and became effective"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

preliminary prospectus supplement regulatory

"A preliminary prospectus supplement relating to the Offering will be filed with the SEC"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SANTA CLARA, Calif., May 19, 2026 (GLOBE NEWSWIRE) -- SiTime Corporation (“SiTime”) (NASDAQ: SITM), the Precision Timing company, today announced its intent to offer, subject to market conditions and other factors, $1.1 billion aggregate principal amount of Convertible Senior Notes due in 2031 (the “Notes”) in an underwritten offering (the “Offering”). SiTime also intends to grant the underwriters of the Notes a right to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $150 million aggregate principal amount of Notes, solely to cover over-allotments, if any.

The Notes will be general unsecured obligations of SiTime, with any interest payable semiannually in arrears and will mature on June 15, 2031, unless earlier converted, redeemed or repurchased. Upon conversion, SiTime will pay or deliver cash, shares of SiTime’s common stock, par value $0.0001 per share (“common stock”), or a combination of cash and shares of common stock, at its election. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering.

SiTime expects to use the net proceeds from the Offering (i) to pay for a portion of the cash consideration of the acquisition of certain assets related to the timing business of Renesas Electronics Corporation as announced on February 4, 2026 (the “Acquisition”), (ii) to pay the cost of the capped call transactions described below and (iii) the remainder, if any, for general corporate purposes, which may include working capital, operating expenses, capital expenditures and general and administrative expenses. If the underwriters exercise their over-allotment option, SiTime expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions and the remainder for general corporate purposes as described above.

In connection with the pricing of the Notes, including the potential over-allotment Notes, SiTime expects to enter into capped call transactions with one or more of the underwriters or affiliates thereof and/or other financial institutions (the “Option Counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to the common stock upon any conversion of Notes and/or offset any cash payments SiTime is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

In connection with establishing their initial hedges of the capped call transactions, SiTime expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to the common stock concurrently with or shortly after the pricing of the Notes, including with certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the common stock or the Notes at that time.

In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling common stock or other securities of SiTime in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 40-trading day period beginning on the 41st scheduled trading day prior to the maturity date of the Notes, or, to the extent SiTime exercises the relevant election under the capped call transactions, following any repurchase, redemption or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the common stock or the Notes which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes.

The Notes are being offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-277373), including a base prospectus, that was previously filed by SiTime and became effective under the rules of the Securities and Exchange Commission (the “SEC”) on February 26, 2024. A preliminary prospectus supplement relating to the Offering will be filed with the SEC and will be available on the website of the SEC at www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the Offering may be obtained from: Wells Fargo Securities: 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at 800-645-3751 (option #5), by e-mail at WFScustomerservice@wellsfargo.com and Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com. Before investing in the Offering, you should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that SiTime has filed with the SEC that are incorporated by reference in the preliminary prospectus supplement and the accompanying prospectus, which provide more information about SiTime and the Offering.

Wells Fargo Securities, Goldman Sachs & Co. LLC, Barclays, UBS Investment Bank and Morgan Stanley are acting as book-running managers for the Offering. HudsonWest LLC is acting as financial advisor to SiTime.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

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.

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 datacenters, automated driving, industrial and humanoid robots, wearables and IoT.

Forward-Looking Statements

The information set forth in this press release contains certain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the proposed Offering, including statements concerning the proposed and the anticipated completion, timing and size of the proposed Offering of the Notes, the capped call transactions, the anticipated use of proceeds from the Offering, the closing of the Acquisition, and the potential impact of the foregoing or related transactions on dilution to holders of the common stock and the market price of the common stock or the Notes or the conversion price of the Notes. These forward-looking statements are based on SiTime’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause SiTime’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. Other risk factors include those that are discussed under the heading “Risk Factors” in SiTime’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and other filings made with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.

Contacts
SiTime Corporation
Beth Howe
Chief Financial Officer
Investor.relations@sitime.com

Shelton Group
Leanne Sievers | Brett Perry
sitim-ir@sheltongroup.com

Source: SiTime Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is included in SiTime’s $1.1 billion 2031 convertible notes offering (NASDAQ: SITM)?

SiTime is offering $1.1 billion of unsecured convertible senior notes due 2031. According to SiTime, the notes pay semiannual interest, mature on June 15, 2031, and may be settled in cash, common stock, or a combination upon conversion by noteholders.

How will SiTime use proceeds from the 2026 $1.1 billion SITM convertible notes sale?

SiTime expects to use proceeds mainly to fund part of the Renesas timing asset acquisition. According to SiTime, remaining funds will cover capped call transaction costs and general corporate purposes, including working capital, operating expenses, capital expenditures, and administrative expenses.

When do SiTime’s new convertible senior notes (SITM) mature, and how is interest paid?

SiTime’s proposed convertible senior notes are scheduled to mature on June 15, 2031. According to SiTime, the notes are general unsecured obligations and any interest will be payable semiannually in arrears over the life of the securities, subject to earlier conversion, redemption, or repurchase.

What is the purpose of SiTime’s capped call transactions related to the SITM convertible notes?

The capped call transactions are intended to limit dilution from conversions of the notes. According to SiTime, they should reduce potential share issuance and/or offset cash payments above principal on converted notes, subject to a cap and customary adjustments to the capped call terms.

How could SiTime’s capped call hedging activity affect SITM stock and note prices?

Hedge counterparties may trade SiTime stock and derivatives when establishing or adjusting capped call hedges. According to SiTime, this activity could increase, decrease, or limit changes in the market price of SiTime common stock or the notes during specified trading periods.

Who are the underwriters for SiTime’s May 2026 SITM convertible notes offering?

Wells Fargo Securities, Goldman Sachs, Barclays, UBS Investment Bank, and Morgan Stanley are acting as book-running managers. According to SiTime, the company will also grant underwriters a 13-day option to purchase up to an additional $150 million principal amount of notes for over-allotments.