SITIME Corp (NASDAQ: SITM) CFO reports tax-withholding of 2,738 shares at $697

Rhea-AI Filing Summary

SITIME Corp executive vice president and chief financial officer Elizabeth A. Howe reported a tax-related share disposition. On May 20, 2026, 2,738 shares of common stock were withheld at $697 per share to cover tax obligations, a non-market transaction labeled as a tax-withholding disposition.

After this event, Howe held a total of 67,888 shares of common stock. This total includes 58,148 shares issuable from unvested restricted stock units and performance-based restricted stock units, with 37,466 time-based units and 20,682 tied to absolute and relative stock price performance over various periods.

Insights

Equity compensation analyst

Tax withholding on vested equity, not an open-market sale.

The transaction reflects 2,738 shares of SITIME Corp common stock withheld at $697 per share to satisfy tax obligations. Code F events are mechanical consequences of vesting and do not represent discretionary buying or selling in the market.

Following the withholding, Elizabeth A. Howe’s reported position is 67,888 shares, including 58,148 issuable from unvested restricted stock units and performance-based units. This indicates a substantial ongoing equity stake, so the filing mainly updates compensation-related holdings rather than signaling a change in sentiment.

Insider Trade Summary

Net Seller: 2,738 shares

Net Sell 1 txn

Insider Howe Elizabeth A.

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,738	$697.00	$1.91M

Holdings After Transaction: Common Stock — 67,888 shares (Direct)

Footnotes (1)

1. F1. Includes an aggregate of 58,148 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 37,466 restricted stock units that vest over time, and 20,682 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.

Key Figures

Tax-withheld shares: 2,738 shares Withholding price: $697 per share Shares after transaction: 67,888 shares +3 more

6 metrics

Tax-withheld shares 2,738 shares Common stock withheld for taxes on May 20, 2026

Withholding price $697 per share Value used for tax-withholding disposition

Shares after transaction 67,888 shares Total holdings following tax withholding

Unvested equity awards 58,148 shares Shares issuable from unvested RSUs and performance-based RSUs

Time-based RSUs 37,466 units Restricted stock units that vest over time

Performance-based RSUs 20,682 units Units vesting on absolute and relative price performance

Key Terms

tax-withholding disposition, restricted stock units, performance-based restricted stock units

3 terms

tax-withholding disposition financial

"labeled as a tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock units financial

"shares of common stock issuable pursuant to previously reported restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"performance-based restricted stock units that vest based on certain absolute and relative price performance"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/22/2026 - 08:16 AM Learn about SEC filing dates

FAQ

What did SITM executive Elizabeth Howe report in this Form 4 filing?

Elizabeth A. Howe reported a tax-withholding disposition of 2,738 SITIME Corp shares. The shares were withheld at $697 each to cover tax obligations related to equity compensation, rather than sold in an open-market transaction.

Was the SITM Form 4 transaction an open-market sale of shares?

No, the SITM Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to pay tax liabilities tied to vested equity awards, a routine administrative event for equity compensation.

How many SITIME Corp shares were involved in the tax withholding?

The filing reports 2,738 shares of SITIME Corp common stock used for tax withholding. These shares were valued at $697 per share, reflecting the price applied in calculating the tax-liability payment via share delivery.

What are Elizabeth Howe’s holdings after this SITM Form 4 transaction?

After the transaction, Elizabeth Howe held 67,888 SITIME Corp shares. This figure includes 58,148 shares tied to unvested restricted stock units and performance-based restricted stock units that may vest over time or based on stock price performance conditions.

What unvested equity awards are disclosed for SITM’s CFO in this filing?

The filing notes 58,148 unvested shares issuable from equity awards. These include 37,466 time-based restricted stock units and 20,682 performance-based restricted stock units linked to absolute and relative share-price performance over specified periods.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Howe Elizabeth A.

(Last) (First) (Middle)

5451 PATRICK HENRY DR.

(Street)

SANTA CLARA CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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

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

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

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	05/20/2026		F		2,738	D	$697	67,888(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 58,148 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 37,466 restricted stock units that vest over time, and 20,682 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	05/22/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)