SiTime Corporation is offering $1,200,000,000 principal amount of 0% Convertible Senior Notes due 2031 as permanent financing to fund, in part, its pending acquisition of Renesas’s timing business. The notes mature on June 15, 2031 and convert at an initial rate of 0.9611 shares per $1,000 (approx. $1,040.47 per share).
The offering is expected to yield net proceeds of about $1.176 billion before expenses (98.0% of the offering) and includes an underwriters’ option for up to $150,000,000 additional notes. Conversion, redemption and fundamental-change provisions, and capped-call hedges are described in the prospectus supplement.
SiTime Corporation proposes a primary offering of $1,100,000,000 principal amount of % convertible senior notes due 2031. The notes bear interest semiannually, are convertible into a stated conversion rate of shares per $1,000 principal (approximate conversion price per share shown in the supplement), and mature on June 15, 2031 unless earlier converted, redeemed or repurchased.
The supplement states holders may convert prior to March 15, 2031 only if specified market‑price, trading‑price, redemption or corporate‑event conditions are met; thereafter conversions are permitted until two scheduled trading days before maturity. The issuer may redeem the notes on or after June 20, 2029 subject to a 130% stock‑price test, and may perform a cleanup redemption if less than 25% remains outstanding.
The offering is disclosed as permanent financing to replace a previously committed 364‑day bridge facility; SiTime expects to use net proceeds to fund approximately $1.5 billion cash consideration for an agreed acquisition from Renesas, to pay capped call costs, and for general corporate purposes. The supplement includes pro forma financial data reflecting the Acquisition and the offering.
SiTime Corporation is moving forward with its planned acquisition of Renesas’ Timing Product Business and has filed detailed historical and pro forma financial information. The deal terms include $1.5 billion in cash plus 4.13 million newly issued shares of SiTime common stock, subject to a VWAP-based collar.
The Timing Product Business generated $207.744 million in product revenue in 2025, with product revenue less direct expenses of $76.153 million, and $69.306 million of revenue in the three months ended March 31, 2026. As of December 31, 2025, net assets to be acquired totaled $449.476 million, including $382.299 million of goodwill and $58.427 million of intangible assets.
Pro forma statements show how SiTime and the Timing Product Business would look on a combined basis, assuming the acquisition and approximately $1.25 billion in permanent financing were completed, with significant new goodwill and intangibles and interest effects from the planned debt and convertible notes structure.
SiTime Corp director Christine Heckart reported gifting 18,610 shares of common stock. On May 14, 2026, she made bona fide gifts, including 9,305 shares transferred to the H D & Christine Heckart 2014 Family Trust, where she and her immediate family are beneficiaries and she remains the beneficial owner.
After these gifts, she holds 1,690 shares directly, which include 1,290 shares issuable under an unvested restricted stock unit award, and 9,305 shares indirectly through the family trust, over which she has voting and investment power.
MEGACHIPS CORP /FI, a ten percent owner of SiTime Corp, reported an open-market sale of 400,000 shares of Common Stock on May 14, 2026 at an average price of $779.50 per share. After this transaction, the reporting holder still owns 3,020,000 shares directly, so it remains a large shareholder despite the sizable sale.
SiTime Corp director Akira Takata reported an open-market sale of 1,500 shares of Common Stock on May 12, 2026 at $860.86 per share. After this transaction, he directly holds 12,234 shares, including 1,290 shares issuable from a restricted stock unit award that has not yet vested.
Morgan Stanley Smith Barney LLC Executive Financial Services submitted a Form 144 notice listing proposed sales of Common stock. The filing lists three restricted stock lots: 290 shares dated 05/20/2025, 300 shares dated 11/20/2022, and 910 shares dated 05/20/2023. The filing references NASDAQ and a line showing 1,500 alongside dollar figures.
SiTime Corporation reports that the Hart-Scott-Rodino antitrust waiting period for its planned acquisition of Renesas’ timing business expired on May 8, 2026, satisfying a key regulatory closing condition. The deal involves approximately $1.5 billion in cash plus 4,130,644 shares of SiTime common stock.
All conditions in Section 8.1(a) of the Asset Purchase Agreement are now met, but closing still depends on the accuracy of representations and warranties and each party performing its covenants in all material respects. To fund part of the cash consideration, SiTime has a commitment for up to $900 million in a 364‑day senior secured bridge loan from Wells Fargo, though it may instead use other bank or capital markets financing. The acquisition is not conditioned on the availability of this bridge or alternative financing.
SiTime Corporation reported strong Q1 2026 growth but remained unprofitable. Revenue rose to $113.6 million from $60.3 million, driven largely by AI and datacenter demand. Gross margin improved to 59.0% from 50.3%, and net loss narrowed to $5.2 million from $23.9 million.
Operating expenses increased to $79.3 million, including higher R&D, sales, and $7.6 million of acquisition-related costs. SiTime ended the quarter with $498.5 million in cash and $290.2 million in short‑term investments, and it plans a major acquisition of Renesas’s timing business funded by $1.5 billion cash plus stock and up to $900 million of committed bridge financing.