[8-K] SiTime Corporation Reports Material Event

Rhea-AI Filing Summary

SiTime (Nasdaq: SITM) filed an 8-K disclosing a firmly underwritten public offering of 1,750,000 common shares at $200.00, targeting $350 million in gross proceeds. Underwriters hold a 30-day option for 262,500 additional shares, lifting potential proceeds to $402.5 million. UBS and Stifel lead a six-bank syndicate; closing is set for June 27 2025 under the company’s automatic shelf (S-3 No. 333-277373). Customary indemnities, covenants and termination rights apply, and Cooley LLP issued the legal opinion (Ex. 5.1).

The raise will bolster liquidity and fund corporate purposes but will increase the outstanding share count, creating immediate dilution for existing holders.

Positive

• Potential $402.5 million gross proceeds materially strengthen liquidity and strategic flexibility
• High fixed price of $200 per share indicates solid institutional demand for the equity

Negative

• Issuance of up to 2,012,500 new shares could dilute existing shareholders by an estimated ~7–8%
• No specific use-of-proceeds disclosure leaves uncertainty regarding return on newly raised capital

Insights

Financial Analyst

TL;DR – Cash boost offsets dilution; net neutral.

The primary sale adds up to $402.5 million of fresh capital, materially enhancing SiTime’s cash runway for R&D, capacity expansion or opportunistic M&A. No selling shareholders means every dollar benefits the balance sheet. At a fixed $200 price, demand appears solid relative to recent trading levels (pricing context not provided in filing). However, issuing up to 2.0 million new shares expands the float and could dilute EPS by a mid-single-digit percentage, depending on current share count. Because proceeds are unrestricted and strategy use is unspecified, the ultimate return on this capital remains uncertain, balancing the dilution. Overall impact is neutral.

Capital Markets Expert

TL;DR – Well-priced deal, but dilution risk edges negative.

Structurally, the offering follows standard NASDAQ practice: firm commitment, 15% green-shoe, multi-bank book with credible tier-1 leads. Pricing at a round $200 suggests the syndicate gauged sufficient institutional appetite to clear size quickly, reducing execution risk. Yet the issue represents a meaningful uptick in free float; assuming ~26 million shares outstanding pre-deal (typical for SiTime), dilution could approach 7-8% including the option. Unless proceeds drive high-ROI projects, the immediate shareholder math skews negative. The transaction also signals management’s willingness to accept equity cost of capital at this level rather than debt, hinting at either conservative leverage posture or limited debt capacity. Net effect trends slightly negative.

SITIME Corp false 0001451809 0001451809 2025-06-25 2025-06-25

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): June 25, 2025

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, CA		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:

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

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

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

☐ 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 ☐

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. ☐

Item 8.01 Other Information

On June 25, 2025, SiTime Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to the offering and sale (the “Offering”) of 1,750,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The price to the public in the Offering is $200.00 per share of Common Stock. Pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to purchase up to an additional 262,500 shares of Common Stock from the Company on the same terms and conditions. The Offering is scheduled to close on June 27, 2025, subject to the satisfaction of customary closing conditions. The shares of Common Stock are listed on The Nasdaq Global Market.

The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-277373), including an accompanying prospectus, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2024, which was automatically effective upon filing, a preliminary prospectus supplement, dated June 24, 2025, and a final prospectus supplement, dated June 25, 2025.

UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated are acting as joint lead book-running managers for the Offering. Needham & Company, LLC and Goldman Sachs & Co. LLC are acting as joint book-running managers for the Offering. Raymond James & Associates, Inc. and Roth Capital Partners, LLC are acting as co-managers for the Offering.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement.

The Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the shares in the Offering is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 25, 2025, by and among the Company, UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named in Schedule I thereto.
5.1		Opinion of Cooley LLP.
23.1		Consent of Cooley LLP (contained in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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
				By:		/s/ Elizabeth A. Howe
Dated: June 26, 2025						Elizabeth A. Howe
						Executive Vice President and Chief Financial Officer

FAQ

How much capital will SITM raise from its June 2025 stock offering?

SITM expects $350 million in gross proceeds, or $402.5 million if underwriters exercise the 30-day option in full.

What is the offering price of SITM shares in this deal?

The shares are priced at $200.00 each, as disclosed in the underwriting agreement.

When is SiTime’s new share offering expected to close?

The closing is scheduled for June 27 2025, subject to customary conditions.

Will the offering proceeds go to SiTime or selling shareholders?

All shares are primary; 100% of the proceeds will be received by SiTime Corporation.

What potential dilution could SITM shareholders face from this issuance?

Up to 2,012,500 new shares may be issued, which could dilute existing ownership by roughly 7-8% depending on current shares outstanding.