SITIME Corp (SITM) CFO logs Form 4 tax-withholding share transaction

Rhea-AI Filing Summary

SITIME Corp executive reports tax-related share disposition

SITIME Corp EVP and Chief Financial Officer Elizabeth A. Howe reported a tax-withholding disposition of 1,928 shares of common stock on February 20, 2026 at a value of $406.97 per share. This Form 4 uses code “F,” indicating shares were withheld to cover tax liabilities rather than sold in an open-market transaction.

After this transaction, Howe directly holds 70,626 shares of common stock. A footnote states that this total includes 63,525 shares issuable from previously reported restricted stock units and performance-based restricted stock units that have not yet vested, tying a large portion of her stake to future vesting and performance conditions.

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

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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).

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 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)
02/20/2026

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	02/20/2026		F		1,928	D	$406.97	70,626(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 63,525 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 42,843 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	02/24/2026
	** 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.

FAQ

What insider transaction did SITIME Corp (SITM) report for Elizabeth A. Howe?

SITIME Corp reported that EVP and CFO Elizabeth A. Howe had 1,928 shares of common stock disposed of to satisfy tax obligations. The Form 4 uses code “F,” which reflects a tax-withholding transaction rather than an open-market purchase or sale of shares.

How many SITIME Corp (SITM) shares does Elizabeth A. Howe own after this Form 4?

After the reported tax-withholding disposition, Elizabeth A. Howe directly holds 70,626 shares of SITIME Corp common stock. This total includes shares underlying previously reported restricted stock units and performance-based restricted stock units that have not yet vested and remain subject to time and performance conditions.

Was the SITIME Corp (SITM) insider transaction an open-market sale of shares?

No. The transaction is coded “F,” indicating a tax-withholding disposition where 1,928 shares were delivered to cover tax liabilities. This differs from an open-market sale, as the shares were used to satisfy tax obligations associated with equity compensation awards.

What equity awards are referenced in Elizabeth A. Howe’s SITIME Corp (SITM) holdings?

A footnote explains that 63,525 shares are issuable from unvested restricted stock units and performance-based restricted stock units. These include 42,843 time-vesting units and 20,682 units that depend on absolute and relative stock price performance over various performance periods.

What role does Elizabeth A. Howe hold at SITIME Corp (SITM) in this Form 4?

Elizabeth A. Howe is identified as SITIME Corp’s Executive Vice President and Chief Financial Officer. Her role as a senior officer makes her a reporting person under insider trading rules, requiring public disclosure of equity-related transactions such as this tax-withholding disposition.

What does transaction code “F” mean in the SITIME Corp (SITM) Form 4?

Transaction code “F” signifies payment of an exercise price or tax liability by delivering securities. For SITIME Corp, it shows that 1,928 shares were withheld or delivered to satisfy Elizabeth A. Howe’s tax obligations tied to her equity awards, not a discretionary market trade.