[Form 4] SITIME Corp Insider Trading Activity

Rhea-AI Filing Summary

Elizabeth A. Howe, EVP and Chief Financial Officer of SITIME Corp (SITM), reported two open-market sales on 09/15/2025: 1,500 shares at $269 and 1,000 shares at $275. Following those transactions the filing shows beneficial ownership levels of 67,070 and 66,070 shares respectively. The filing discloses an aggregate of 56,597 unvested restricted stock units, of which 40,008 vest over time and 16,589 are performance-based and vest only if specified stock-price performance conditions are met. The form was signed by an attorney-in-fact on behalf of the reporting person on 09/17/2025.

Positive

• Timely and detailed disclosure of insider transactions consistent with Section 16 reporting requirements
• Clear breakdown of unvested equity: 40,008 time-based RSUs and 16,589 performance-based RSUs, aiding assessment of incentive structure

Negative

• Insider sold 2,500 shares (1,500 at $269 and 1,000 at $275), reducing direct ownership
• 16,589 performance-based RSUs only vest if price performance conditions are met, creating uncertainty about future dilution or executive alignment

Insights

Securities Analyst

TL;DR: Routine disclosure of insider sales that reduces direct holdings while showing substantial unvested equity exposure.

The Form 4 documents two small open-market dispositions totaling 2,500 shares executed at prices of $269 and $275 on 09/15/2025. For investors tracking insider activity, these are straightforward sales rather than option exercises or transfers. The report also clarifies that 56,597 RSUs remain unvested, including 16,589 tied to performance metrics, which preserves future alignment with shareholder outcomes if performance targets are met.

Corporate Governance Expert

TL;DR: Filing meets Section 16 disclosure expectations; sales are disclosed and unvested compensation is itemized.

This Form 4 appears compliant with timely reporting requirements, signed by an attorney-in-fact. It details both vested/disposed shares and a clear breakdown of unvested time-based and performance-based RSUs, which is helpful for assessing executive incentives. The sale sizes reported are modest relative to many executive grants, and no accelerated vesting or related-party transfers are indicated.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Howe Elizabeth A.

(Last) (First) (Middle)

5451 PATRICK HENRY DR.

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SITIME Corp [ SITM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		S		1,500	D	$269	67,070	D
Common Stock	09/15/2025		S		1,000	D	$275	66,070(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes an aggregate of 56,597 shares of common stock issuable pursuant to previously reported restricted stock units and performance-based restricted stock units that have not vested. These unvested units include 40,008 restricted stock units that vest over time, and 16,589 performance-based restricted stock units that vest based on certain absolute and relative price performance of the issuer's common stock over various performance periods.

Remarks:

	Samsheer Ahamad, as Attorney-in-Fact	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions were reported for SITM on 09/15/2025?

The filing reports sales of 1,500 shares at $269 and 1,000 shares at $275, both dated 09/15/2025.

How many shares does Elizabeth A. Howe beneficially own after the reported transactions?

The Form 4 lists beneficial ownership amounts of 67,070 and 66,070 shares following the reported transactions.

Does the filing disclose any unvested equity for the reporting person?

Yes. It discloses 56,597 unvested restricted stock units: 40,008 time-based and 16,589 performance-based units.

Who signed the Form 4 and when?

The filing was signed by Samsheer Ahamad, as Attorney-in-Fact, on 09/17/2025.

Are the performance-based RSUs guaranteed to vest?

No. The 16,589 performance-based RSUs vest only if specified absolute and relative price performance conditions are satisfied.