SITIME Corp 8-K, filed May 19, 2026
SITIME Corp (SITM)
8-K
2026-05-19
For: 2026-05-19
View Original
Added on
May 19, 2026
About this 8-K
SITIME Corp filed this 8-K on May 19, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
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): | ||
_________________________________________________________
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: | ||
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 o
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. o
Item 9.01 Financial Statements and Exhibits.
As previously disclosed, on February 4, 2026, SiTime Corporation, a Delaware corporation (“SiTime” or the “Company”) filed a Current Report on Form 8-K to report that the Company had entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Renesas Electronics America Inc., a California corporation (“Renesas”), pursuant to which Renesas will and will cause certain of its affiliates to sell, transfer, assign and convey to SiTime all of their right, title, and interest in, to and under certain assets related to the timing business (the “Timing Product Business”) of Renesas Electronics Corporation (the “Acquisition”).
| (a) | Financial Statements of Businesses or Funds Acquired. | ||||
Pursuant to Rule 3-05 of Regulation S-X, the Company is filing herewith (i) the audited combined financial statements of the Timing Product Business as of and for the years ended December 31, 2025 and 2024, which are filed as Exhibit 99.1 and incorporated by reference herein, and (ii) the unaudited interim combined financial statements of the Timing Product Business as of March 31, 2026, and for the three months ended March 31, 2026 and 2025, which are filed as Exhibit 99.2 and incorporated by reference herein. These combined financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and U.S. generally accepted accounting principles, and include:
•Statements of Assets Acquired and Liabilities Assumed as of December 31, 2025 and 2024;
•Statements of Revenue and Direct Expenses for the years ended December 31, 2025 and 2024;
•Notes to the Combined Financial Statements;
•Statements of Assets Acquired and Liabilities Assumed as of March 31, 2026 (unaudited) and December 31, 2025;
•Statements of Revenue and Direct Expenses for the three months ended March 31, 2026 and 2025 (unaudited); and
•Notes to the Interim Combined Financial Statements (unaudited).
| (b) | Pro Forma Financial Information. | ||||
Pursuant to Article 11 of Regulation S-X, the Company is filing herewith (i) the unaudited pro forma condensed combined balance sheet as of March 31, 2026, of the Company, giving effect to the Acquisition as if it had been completed on March 31, 2026; and (ii) the unaudited pro forma condensed combined income statements for the three months ended March 31, 2026 and the year ended December 31, 2025, giving effect to the Acquisition as if it had been completed on January 1, 2025, and include:
•Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026;
•Unaudited Pro Forma Condensed Combined Income Statement for the three months ended March 31, 2026;
•Unaudited Pro Forma Condensed Combined Income Statement for the year ended December 31, 2025; and
•Notes to Unaudited Condensed Combined Financial Information.
The unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.3 and incorporated herein by reference.
The pro forma financial information included as Exhibit 99.3 to this Current Report on Form 8-K has been prepared for illustrative purposes only as required by Form 8-K, and is not intended to, and does not purport to, represent what the Company’s actual results or financial condition would have been if the Acquisition had occurred on the relevant date and is not intended to project the future results or the financial condition that the Company may achieve following the Acquisition.
| d) | Exhibits. | ||||
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
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 | |||||||||||
| Date: | May 19, 2026 | By: | /s/ Elizabeth A. Howe | ||||||||
| Elizabeth A. Howe | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3ASR (No. 333-277373) and Form S-8 (Nos. 333-293387, 333-284970, 333-277354, 333-270048, 333-263039, 333-262490, 333-253140, 333-236847, and 333-235255) of SiTime Corporation of our report dated May 1, 2026 relating to the combined financial statements of the Timing Product Business, a product line of Renesas Electronics America Inc., which appears in this Current Report on Form 8-K.
/s/ PricewaterhouseCoopers Japan LLC
Tokyo, Japan
May 19, 2026
Exhibit 99.1
TIMING PRODUCT BUSINESS (A product line of Renesas)
| Table of Contents | Page | ||||
| Report of Independent Auditors | 5 | ||||
| Combined Financial Statements as of and for the years ended December 31, 2025 and 2024 | |||||
| Statement of Assets Acquired and Liabilities Assumed | 7 | ||||
| Statement of Revenue and Direct Expenses | 8 | ||||
| Notes to Combined Financial Statements | 9 | ||||
1
Report Of Independent Auditors
To the Management of Renesas Electronics Corporation
Opinion
We have audited the accompanying combined financial statements of the Timing Product Business (the "Business"), a product line of Renesas Electronics America Inc., which comprise the statements of assets acquired and liabilities assumed as of December 31, 2025 and 2024, and the related statements of revenue and direct expenses for the years then ended, and the related notes (collectively referred to as the "combined financial statements").
In our opinion, the accompanying combined financial statements present fairly, in all material respects, the assets acquired and liabilities assumed of the Business as of December 31, 2025 and 2024, and its revenue and direct expenses for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Business and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
The accompanying combined financial statements were prepared in connection with SiTime Corporation's acquisition of the Business and as described in Note 1, were prepared for the purpose of complying with the rules and regulation of the U.S. Securities and Exchanges Commission. These combined financial statements are not intended to be a complete presentation of the financial position, results of operations or cash flows of the Business. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Combined Financial Statements
Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Business' ability to continue as a going concern for one year after the date the combined financial statements are available to be issued.
Auditors' Responsibilities for the Audit of the Combined Financial Statements
Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.
In performing an audit in accordance with US GAAS, we:
•Exercise professional judgment and maintain professional skepticism throughout the audit.
•Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.
2
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Business' internal control. Accordingly, no such opinion is expressed.
•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements.
•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Business' ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ PricewaterhouseCoopers Japan LLC
Tokyo, Japan
May 1, 2026
3
TIMING PRODUCT BUSINESS (A product line of Renesas)
Statements Of Assets Acquired And Liabilities Assumed As Of December 31, 2025 And 2024
(US dollars in thousands)
2025 | 2024 | |||||||||||||||||||
ASSETS ACQUIRED | ||||||||||||||||||||
Inventory, net | $ 5,134 | $ 3,945 | ||||||||||||||||||
Total current assets | 5,134 | 3,945 | ||||||||||||||||||
Property, plant, and equipment, net | 4,917 | 4,523 | ||||||||||||||||||
Right-of-use asset, net | 1,407 | 1,546 | ||||||||||||||||||
Goodwill | 382,299 | 382,299 | ||||||||||||||||||
Intangible assets, net | 58,427 | 104,082 | ||||||||||||||||||
Total non-current assets | 447,050 | 492,450 | ||||||||||||||||||
TOTAL ASSETS ACQUIRED | $ 452,184 | $ 496,395 | ||||||||||||||||||
LIABILITIES ASSUMED | ||||||||||||||||||||
Warranty and return liabilities | $ 1,177 | $ 1,112 | ||||||||||||||||||
Lease liability – current | 229 | 218 | ||||||||||||||||||
Total current liabilities | 1,406 | 1,330 | ||||||||||||||||||
Lease liability – non-current | 1,302 | 1,430 | ||||||||||||||||||
Total non-current liabilities | 1,302 | 1,430 | ||||||||||||||||||
TOTAL LIABILITIES ASSUMED | 2,708 | 2,760 | ||||||||||||||||||
NET ASSETS ACQUIRED | $ 449,476 | $ 493,635 | ||||||||||||||||||
The accompanying notes are an integral part of these combined financial statements.
4
TIMING PRODUCT BUSINESS (A product line of Renesas)
Statements Of Revenue And Direct Expenses
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(US dollars in thousands)
2025 | 2024 | |||||||||||||||||||
Product revenue | $ 207,744 | $ 201,414 | ||||||||||||||||||
Direct expenses: | ||||||||||||||||||||
Cost of sales (exclusive of amortization shown separately below) | 50,461 | 51,413 | ||||||||||||||||||
Selling, general and administrative (exclusive of amortization shown separately below) | 6,124 | 6,011 | ||||||||||||||||||
Research and development (exclusive of amortization shown separately below) | 29,347 | 27,799 | ||||||||||||||||||
Amortization of intangible assets | 45,659 | 45,648 | ||||||||||||||||||
Total direct expenses | 131,591 | 130,871 | ||||||||||||||||||
Product revenue less direct expenses | $ 76,153 | $ 70,543 | ||||||||||||||||||
The accompanying notes are an integral part of these combined financial statements.
5
TIMING PRODUCT BUSINESS (A product line of Renesas)
Notes To Combined Financial Statements
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Amounts in US dollars in thousands, unless otherwise indicated)
1.DESCRIPTION OF THE TRANSACTION AND BASIS OF PRESENTATION
Description of the Transaction – Renesas Electronics Corporation (“Renesas”, the “Company”), a public company established under the Companies Act of Japan and domiciled in Japan, announced that Renesas Electronics America Inc., a California corporation and wholly-owned subsidiary of Renesas (“REA”), and SiTime Corporation, incorporated in the State of Delaware (“SiTime”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which REA will and will cause certain of its affiliates to sell, transfer, assign and convey to SiTime all of their right, title and interest in, to and under certain assets (as further set forth in the Asset Purchase Agreement and described below, the “Transferred Assets”) related to the timing business of REA (“Transferred Business”, “Timing Product Business”, “Business”) (such transaction, the “Transaction”). The Transaction was approved by the Renesas’ Board of Directors on February 5, 2026, Tokyo Time. The Transaction is expected to be consummated by the end of 2026, subject to satisfaction of customary closing conditions and regulatory approvals.
Under the terms of the Asset Purchase Agreement, SiTime will acquire the Transferred Assets for $1.5 billion in cash and 4.13 million shares of common stock, $0.0001 par value per share of SiTime, subject to a potential adjustment and a collar determined by the 10-day volume weighted average price (“VWAP”) as of three trading days prior to the execution of the Asset Purchase Agreement. The stock consideration will be paid in the form of newly issued SiTime common stock based on SiTime’s 10-day VWAP as of three trading days prior to closing, subject to a floor price of $308.6686 and a ceiling price of $417.6104 per share.
Description of the Business and the Transferred Assets – The Timing Product Business, which originated from the acquisition of Integrated Device Technology, Inc. (“IDT”) in 2019, consists of the Renesas’ timing product portfolio and the related technologies, assets, and personnel. The timing business encompasses the research and development, fabrication, testing, and sales of crystal oscillators, clock buffers, clock generators, and jitter attenuators for customers in cloud computing, automotive, and communications sectors. The Timing Product Business has operations to serve markets in the United States, Canada, China, Taiwan, Bulgaria, India, and Malaysia. As part of the Transaction, SiTime or certain of its affiliates will acquire certain specified assets primarily related to the Business, including certain contracts (excluding customer, supplier and foundry agreements), certain intellectual property exclusively related to the Business, design databases and other proprietary data, all finished goods inventory, certain machinery and equipment used exclusively in the Business, and all goodwill attributable thereto. In connection with the transaction, SiTime and certain of its affiliates will assume certain liabilities of the Business, subject to certain specified exclusions, including, among others, certain lease liabilities, warranty and return liabilities.
Basis of Presentation – The accompanying statements of assets acquired and liabilities assumed as of December 31, 2025 and 2024, and the related statements of revenue and direct expenses for the years ended December 31, 2025 and 2024, and notes thereto (collectively, the “Combined Financial Statements”) of Timing Product Business have been prepared for the purpose of complying with Rule 3-05 of Regulation S-X under the Securities Act of 1933 of the United States Securities and Exchange Commission.
Throughout the periods covered by the Combined Financial Statements, the operations relating to the assets acquired and liabilities assumed were not segregated within separate legal entities but were embedded within various Renesas legal entities. Historically, Renesas has not maintained separate accounts for these assets and liabilities. The assets and liabilities have not been operated as a separate independent business, operating segment, or division and separate financial statements have not been historically prepared. As a result, preparation of complete financial statements for the historical periods for the Timing Product Business, including reasonable and appropriate allocations of corporate overhead, interest, and tax expenses, is impracticable.
The Combined Financial Statements have been derived from the accounting records of Renesas and other wholly owned subsidiaries of Renesas, including REA, using historical results of operations and financial position and reflect only the assets acquired, liabilities assumed and associated revenues, direct expenses, and other expenses of the Timing Product Business.
6
The Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). These Combined Financial Statements are not intended to represent a complete presentation of the financial position, results of operations, cash flows and the related footnotes of the Timing Product Business.
The assets acquired and liabilities assumed as part of the Transaction include items specifically identified in the Asset Purchase Agreement (see “Description of the Business” above). Certain assets and liabilities related to the Timing Product Business are excluded from the Combined Financial Statements as such assets and liabilities constitute excluded assets and retained liabilities as defined in the Asset Purchase Agreement. Such excluded assets and retained liabilities include cash and cash equivalents, raw materials, work in progress, borrowings, and certain shared assets and liabilities. Acquired assets and assumed liabilities included in the Combined Financial Statements are primarily inventories, specific property, plant, and equipment and intangible assets, specific lease agreements, and certain warranty liabilities.
The revenues and expenses presented reflect only the activities and functions that were historically part of and directly attributable to the Timing Product Business. The financial information presented herein is not fully indicative of the results that would have been achieved had the Business operated as a separate, stand-alone entity during the periods presented. In addition, the Combined Financial Statements are not indicative of the financial condition or results of operations to be expected in the future due to changes in the Business and the omission of certain operating expenses.
As the Timing Product Business operated as an integrated internal contract manufacturer within the Renesas group (consisting of Renesas and its wholly owned subsidiaries), cash flows specific to operating, investing, and financing activities were neither prepared nor historically reported at the Timing Product Business level and were comingled with other Renesas group entities. As a result, the preparation of such cash flow information attributable to the Timing Product Business is not practical and was not included in the Combined Financial Statements.
The Combined Financial Statements are not necessarily indicative of the results of operations that would have occurred or may occur in the future if the Timing Product Business had been integrated into the SiTime group (consisting of SiTime and its wholly owned subsidiaries).
2.USE OF MANAGEMENT’S ESTIMATES AND ASSUMPTIONS
These Combined Financial Statements include consistent and reasonable allocation of certain divisional shared costs that can be directly attributed to the Timing Product Businesses, based on appropriate assumptions and estimates. Where specific identification was not practicable, a proportional cost allocation method was used, based on revenue or headcount. The allocations and estimates in the statements of revenue and direct expenses are based on assumptions that Renesas management considers reasonable. Actual results may differ from these estimates and assumptions. Refer to Note 11. Selling, General and Administrative Expenses and Note 13. Relationship with Parent and Related Entities for further information.
3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Inventory – Inventory is measured at the acquisition cost, including the costs to purchase, convert, and any other costs incurred in bringing the inventory to their present location and condition. After the initial recognition, inventory is measured at the lower of cost and net realizable value, however if costs exceed net realizable value, the inventory is written down to net realizable value. Excess and obsolete inventories are determined based on management’s assessment of future demand, historical usage by product, and market conditions. The net realizable value is calculated by deducting the estimated costs of completion and the estimated selling costs from the estimated selling price in the ordinary course of business. The cost is calculated using the standard costing method, which approximates actual cost on a first-in, first-out basis.
Property, Plant, and Equipment – Property, plant, and equipment are measured at historical acquisition costs, and reduced by accumulated depreciation and any recognized impairment losses. Depreciation of property, plant and equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Depreciation expense is recorded within cost of sales, research and development, or selling, general and administrative expenses.
The estimated useful life, the residual value and the depreciation method are reviewed at the end of each fiscal year, and any changes are applied to the period when the estimates are changed and future periods prospectively as a change in the accounting estimate.
7
The estimated useful lives of major assets are as follows.
Years
Machinery and equipment | 2 to 10 years | ||||
Tools, furniture and fixtures | 2 to 5 years | ||||
Leases – Contract arrangements are determined if it is a lease or contain a lease at inception. Lease classification is evaluated at commencement and, as necessary, at modification.
Operating lease related balances are included in right-of-use (“ROU”) asset, lease liability - current, and lease liability – non-current on the Statements of Assets Acquired and Liabilities Assumed. The Business currently does not have any finance leases.
The operating lease ROU asset represents the Business’s right to use an underlying asset for the lease term and the operating lease liability represents the present value of the Business’s obligation to make lease payments arising from the lease. The operating lease ROU asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the incremental borrowing rate of the Business operated as a component of Renesas. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The operating lease ROU asset also includes adjustments related to lease incentives, prepaid or accrued rent and initial direct lease costs. Operating lease ROU asset is subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets.
Lease terms may include periods under options to extend or terminate the lease when it is reasonably certain that the Business will exercise that option. The Business generally uses the base, non-cancelable lease term when determining the lease right-of-use asset and lease liability. Payments under the Business’s lease arrangement is primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease ROU asset and liability. Variable lease payments are primarily comprised of common area maintenance charges and utility costs.
Goodwill and intangible assets – Goodwill represents the excess of purchase price over the fair value of identifiable assets acquired and liabilities assumed in the business combination.
Goodwill was recognized in connection with Renesas’ acquisition of Integrated Device Technology, Inc. on March 29, 2019. Goodwill was attributed to the Timing Product Business based on the proportionate fair value relative to the fair value of the IDT acquisition as of the acquisition date. Subsequently, the Business assessed the attributed goodwill for impairment each fiscal year or more frequently if events or circumstances indicate it is more likely than not that the fair value of the reporting unit is less than the carrying amount. An impairment loss is recognized when and to the extent a reporting unit’s carrying amount is determined to exceed its estimated fair value. Impairment losses on goodwill are recognized in the statements of revenue and direct expenses and are not reversed in a subsequent period.
Intangible assets are presented at cost less any accumulated amortization and accumulated impairment losses using the cost model. Intangible assets acquired in a business combination are measured at fair value as of the date of acquisition, comprised of developed technology and computer software specifically associated with the Timing Product Business.
Intangible assets with finite useful lives are amortized over their respective estimated useful life using the straight-line method, and an impairment test is performed if any indications of impairment exist. For intangible assets with finite useful lives, their useful lives and amortization method are reviewed at the end of each fiscal year. A change in the useful life or the amortization method is applied prospectively as a change in accounting estimate. The useful life for Timing Product Business’s developed technology and internal use computer software are 8 and 3 years, respectively.
Revenue Recognition – Revenue recognition is conducted in accordance with ASC 606 using the five-step model, which requires the identification of the contract with a customer, the identification of distinct performance obligations in the contract, the determination of the transaction price, the allocation of the transaction price to the performance obligations, and the recognition of revenue as the performance obligations are satisfied.
8
The Timing Product Business engages in research, development, design, manufacturing, sale, and servicing of semiconductor products. Revenue is mainly recognized when the goods are delivered as the ownership of these goods has been transferred to the customer and the performance obligations are identified at the time of delivery.
Revenue is measured at the amount of consideration to which the business expects to be entitled, net of estimated discounts, rebates, and returns. Sales to specific distributors may be subject to the various sales promotion programs.
The Business provides product warranties covering manufacturing defects and performance issues within a defined warranty period. Warranty reserves are estimated based on historical warranty claim rates, cost of repair or replacement, and product failure trends.
The ship and debit is a program designed to assist specific distributors on their sales to end customers through pricing adjustments. Under this program, the selling prices will be adjusted when the specific distributors sell the products to the end customers. At the time we record sales to the specific distributors, we accrue for ship and debit liabilities and deduct the same amounts from revenue based on the estimate of the variable consideration resulting from the application of the ship and debit program upon the future sales by the distributors.
Stock rotation is a program whereby on a semi-annual basis, specific distributors are allowed to return, for credit, inventories equal to a certain percentage of their purchases for the previous six months. We recognize return allowance for obligation under expected future inventory returns. We accrue for refund liabilities related to the stock rotation program at every closing date and deduct the same amount from revenue.
4.INVENTORY, NET
As of December 31, 2025 and 2024, inventories that are part of the Business are summarized as follows:
2025 | 2024 | |||||||
Finished goods | $ | 5,134 | $ | 3,945 | ||||
5.PROPERTY, PLANT, AND EQUIPMENT, NET
As of December 31, 2025 and 2024, property, plant, and equipment by major asset class and accumulated depreciation that are part of the Business are summarized as follows:
2025 | 2024 | |||||||
Machinery and equipment | $ | 19,619 | $ | 17,949 | ||||
Tools, furniture and fixtures | 4,614 | 3,934 | ||||||
| 24,233 | 21,883 | |||||||
Less: Accumulated depreciation | (19,316) | (17,360) | ||||||
Total property, plant, and equipment, net | $ | 4,917 | $ | 4,523 | ||||
The recorded depreciation expense related to property and equipment was $1,815 and $2,940 for the years ended December 31, 2025, and 2024, respectively.
6.LEASE
The Business has only one lease for its Ottawa, Canada office, which is classified as an operating lease. The remaining lease term is approximately six years, and Renesas Electronics Canada Limited has an option to extend the term for a period of five years. This renewal option is not included in the remaining lease term as it is not reasonably certain that Renesas Electronics Canada Limited will exercise such renewal option. Additionally, Renesas Electronics Canada Limited has variable lease payments, which are primarily composed of utility charges, real estate taxes, and building maintenance.
9
The table below presents the lease-related assets and liabilities recorded on the Statements of Assets Acquired and Liabilities assumed as of December 31, 2025 and 2024:
2025 | 2024 | |||||||
Right-of-use asset | $ | 1,407 | $ | 1,546 | ||||
Lease liability – current | 229 | 218 | ||||||
Lease liability – non-current | 1,302 | 1,430 | ||||||
Total operating lease liability | $ | 1,531 | $ | 1,648 | ||||
Discount rate | 1.6% | 1.6% | ||||||
Total operating lease costs recognized in 2025 and 2024 are $245 and $236, respectively. Cash paid for operating lease liability was $229 and $209 for the years ended December 31, 2025, and 2024, respectively.
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years, as applicable, to the operating lease liability recorded on the Statement of Assets Acquired and Liabilities Assumed as of December 31, 2025:
2025 | |||||
2026 | $ | 229 | |||
2027 | 241 | ||||
2028 | 250 | ||||
2029 | 250 | ||||
2030 | 261 | ||||
Thereafter | 384 | ||||
Total minimum lease payments | $ | 1,615 | |||
Less: amount of lease payments representing interest | (84) | ||||
Present value of future minimum lease payments | $ | 1,531 | |||
Less: Lease liability – current | (229) | ||||
Lease liability – non-current | $ | 1,302 | |||
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years, as applicable, to the operating lease liability recorded on the Statement of Assets Acquired and Liabilities Assumed as of December 31, 2024:
| 2024 | |||||
| 2025 | $ | 218 | |||
| 2026 | 218 | ||||
| 2027 | 229 | ||||
| 2028 | 238 | ||||
| 2029 | 238 | ||||
| Thereafter | 613 | ||||
| Total minimum lease payments | $ | 1,754 | |||
| Less: amount of lease payments representing interest | (106) | ||||
| Present value of future minimum lease payments | $ | 1,648 | |||
| Less: Lease liability – current | (218) | ||||
| Lease liability – non-current | $ | 1,430 | |||
10
7.GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill was recognized in connection with Renesas’ acquisition of Integrated Device Technology, Inc. on March 29, 2019. Goodwill was attributed to the Timing Product Business based on the proportionate fair value relative to the fair value of the IDT acquisition as of the acquisition date. No goodwill impairment losses were recognized for the periods ended December 31, 2025 and 2024.
Other intangible assets specifically identified to the Business include developed technology recognized in the IDT acquisition and certain other internal use computer software.
The changes in acquisition cost, accumulated amortization and impairment losses, and the carrying amounts of goodwill and other intangible assets are as follows.
A.Acquisition cost
Goodwill | Intangible asset – Developed Technology | Intangible asset – Software | Intangible asset – Total | |||||||||||
Balances as of January 1, 2024 | $ | 382,299 | $ | 365,000 | $ | 218 | $ | 365,218 | ||||||
| Additions | — | — | 95 | 95 | ||||||||||
Balances as of December 31, 2024 | 382,299 | 365,000 | 313 | 365,313 | ||||||||||
| Additions | — | — | 4 | 4 | ||||||||||
Balances as of December 31, 2025 | $ | 382,299 | $ | 365,000 | $ | 317 | $ | 365,317 | ||||||
B.Accumulated amortization
Goodwill | Intangible asset – Developed Technology | Intangible asset – Software | Intangible asset – Total | |||||||||||
Balances as of January 1, 2024 | $ | — | $ | (215,365) | $ | (218) | $ | (215,583) | ||||||
| Amortization | — | (45,625) | (23) | (45,648) | ||||||||||
Balances as of December 31, 2024 | — | (260,990) | (241) | (261,231) | ||||||||||
| Amortization | — | (45,625) | (34) | (45,659) | ||||||||||
Balances as of December 31, 2025 | $ | — | $ | (306,615) | $ | (275) | $ | (306,890) | ||||||
C.Carrying amount
Goodwill | Intangible asset – Developed Technology | Intangible asset – Software | Intangible asset – Total | |||||||||||
Balances as of January 1, 2024 | $ | 382,299 | $ | 149,635 | $ | — | $ | 149,635 | ||||||
Balances as of December 31, 2024 | 382,299 | 104,010 | 72 | 104,082 | ||||||||||
Balances as of December 31, 2025 | $ | 382,299 | $ | 58,385 | $ | 42 | $ | 58,427 | ||||||
As of December 31, 2025, the estimated remaining amortization periods for developed technology and software are 3 and 2 years, respectively.
The estimated aggregate amortization expense for intangible assets subject to amortization as of December 31, 2025 is summarized as below:
Amortization expense | |||||
2026 | $ | 45,658 | |||
2027 | 12,457 | ||||
2028 | 312 | ||||
| $ | 58,427 | ||||
11
8.WARRANTY AND RETURN LIABILITIES
The provision for warranties relates mainly to products sold by the business during the years ended December 31, 2025 and 2024. Warranty reserves are estimated based on historical warranty claim rates, cost of repair or replacement, and product failure trends. The Business expects the warranty obligations to be assumed by SiTime and settle as part of normal course operations over the course next year.
Return allowances are recognized as obligations under expected future inventory returns. Return allowance recorded in the Combined Financial Statements using the Business specific distributor sales and historical return data specific to the Business’s products.
9.PRODUCT REVENUE
The Business generates revenue primarily from the sale of timing products, including crystal oscillators, clock buffers, clock generators and jitter attenuators. Revenue from contracts with customers is disaggregated by primary geographical market, and timing of revenue recognition for the years ended December 31, 2025 and 2024 as follows:
Primary geographical markets:
2025 | 2024 | ||||||||||
Taiwan | $ | 95,783 | $ | 72,912 | |||||||
China | 40,958 | 45,649 | |||||||||
Singapore | 28,584 | 30,322 | |||||||||
The United States of America | 22,304 | 31,134 | |||||||||
Others | 20,115 | 21,397 | |||||||||
Total revenue | $ | 207,744 | $ | 201,414 | |||||||
There are no countries with revenue individually greater than 10% presented in the ‘Others’ revenues in the table above.
Timing of revenue recognition:
2025 | 2024 | ||||||||||
Products transferred at point in time | $ | 207,744 | $ | 201,414 | |||||||
Total revenue | $ | 207,744 | $ | 201,414 | |||||||
The Business primarily sells its products through third-party distributors. Three distributors directly accounted for 10% or more of the Business’s revenue for the years ended December 31, 2025, and 2024. No other distributors or customers accounted for 10% or more of the Business’s consolidated revenue for the years ended December 31, 2025, and 2024.
The following table discloses these distributors’ percentage of revenue for the respective periods
2025 | 2024 | ||||||||||
Distributors: | |||||||||||
WT Microelectronics Co., Ltd. | 47.6% | 41.6% | |||||||||
Macnica, Inc., Ltd. | 20.1% | 20.6% | |||||||||
Avnet, Inc. | 11.9% | 12.6% | |||||||||
10.RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. Research and development expenses include outsourcing costs, personnel expenses, depreciation, material costs relating to the discovery and development of new products and enhancement of existing products.
Personnel related expenses and other costs incurred by research and development functions directly attributable to the Timing Product Business are specifically identifiable and totaled $25,376 and $25,943 in years ended December 31, 2025 and 2024. Such other costs specifically identified to the Business include costs to maintain
12
and repair assets used in research and development activities, tools and material costs such as costs for engineering and testing wafers, packaging and assembly consumables, as well as prototype costs. Research and development costs allocated to the Timing Product Business primarily represent shared costs associated with the licensing, implementation, and ongoing technology support for the design automation system. Research and development costs allocated from Renesas are $3,971 and $1,856 in years ended December 31, 2025 and 2024.
11.SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses represent personnel expenses, depreciation, and other division expenses that are directly attributable to the Timing Product Business. Costs for dedicated selling and marketing employees, rent and leases expenses for peripheral hardware and software equipment, depreciation expenses associated with Business specific fixed assets, and other operating expense incurred by sales and marketing functions dedicated to the Business are specifically identified to the Business and totaled $2,317 and $2,239 in years ended December 31, 2025 and 2024. Costs associated with comingled facilities shared by the Business and other Renesas businesses, and field application engineers within the global sales organization that directly support the Timing Product Business are allocated to the Business based on employee headcount, and totaled $3,807 and $3,772 in years ended December 31, 2025 and 2024.
The components of selling, general and administrative expenses for the years ended December 31, 2025 and 2024 are as follows.
2025 | 2024 | ||||||||||
Personnel expenses | $ | 4,467 | $ | 4,206 | |||||||
Depreciation | 838 | 687 | |||||||||
Retirement benefit expenses | 77 | 68 | |||||||||
Other | 742 | 1,050 | |||||||||
Total selling, general and administrative | $ | 6,124 | $ | 6,011 | |||||||
12.SHARE BASED COMPENSATION
Certain of the Timing Product Business’s employees have historically participated in Renesas’s share-based compensation plan that grants equity awards including restricted stock units. Share based payment expenses included in the Statements of Revenue and Direct Expenses totaled $3,994 in “Research and development expenses” and $57 in “Selling, general and administrative expenses” in the year ended December 31, 2025, and $4,093 in “Research and development expenses” and $54 in “Selling, general and administrative expenses” in the year ended December 31, 2024. All share based compensation plans are managed on a consolidated basis by Renesas. Share based expenses recognized by the Business were specifically identified based on employees of Timing Product Business participating in Renesas’ share based compensation plan. All unvested Renesas’s equity awards held by transferring employees are forfeited upon the closing of the Transaction.
13.RELATIONSHIP WITH PARENT AND RELATED ENTITIES
Historically, the Timing Product Business has been managed and operated in the normal course of business with other subsidiaries, business, and affiliates of Renesas. Accordingly, certain shared costs have been allocated to the Business and are reflected as expenses in the Statements of Revenue and Direct Expenses.
Timing Product Business products are not sold to other Renesas entities for further resale or combination into external customer solutions. All revenue presented in the Combined Financial Statements represents third-party revenue from external customers only.
All products are assembled, tested and stored at an affiliated entity in Malaysia. The products are then shipped directly from Malaysia to external customers, with the related sales invoiced by entities in Malaysia and the United States. Such arrangements are reflected as revenue in these Combined Financial Statements.
Intercompany arrangements between Renesas entities are conducted for internal operational and legal entity purposes only and do not represent third-party transactions. Accordingly, such intercompany activities are not reflected in the Statements of Revenue and Direct expenses. The expenses presented in the Combined Financial Statements include only costs that are directly attributable to the Timing Product Business and do not include intercompany charges.
13
Functional costs incurred by Renesas for services that were provided to or on behalf of the Timing Product Business were historically recorded at division or corporate level. These include costs associated with comingled facilities shared by the Business and other Renesas businesses, costs for field application engineers within the global sales organization that directly supports the Business, and costs associated with licensing, implementation, ongoing technology support for design automation system, which are all directly associated with operating the Business. The costs are allocated to the Business using consistent and reasonable methods such as net sales and headcount. Functional costs allocated and recorded in the Statements of Revenue and Direct Expenses for the years ended December 31, 2025, and 2024 are as follows:
2025 | 2024 | ||||||||||
Research and development | $ | 3,971 | $ | 1,856 | |||||||
Selling, general and administrative | 3,807 | 3,772 | |||||||||
Total | $ | 7,778 | $ | 5,628 | |||||||
14.COMMITMENTS AND CONTINGENCIES
As the Timing Product Business conducts business worldwide, it is possible that the Business may become a party to lawsuits, arbitration, investigation by regulatory authorities and other legal proceedings in various countries (“Legal Matters”). Currently, the Business is not involved in any Legal Matters.
15.SUBSEQUENT EVENTS
The Combined Financial Statements have been derived from historical information previously presented in Renesas’s consolidated financial statements.
Subsequent events and transactions for disclosure purposes have been evaluated through May 1, 2026, the date on which the Combined Financial Statements became available to be issued. No events or transactions were identified that would require disclosure in the Combined Financial Statements, other than the Transaction between Renesas and SiTime described in Note 1-Description of the Transaction and Basis of Presentation.
******
14
Exhibit 99.2
TIMING PRODUCT BUSINESS (A product line of Renesas)
Interim Combined Financial Statements (Unaudited)
Statements of Assets Acquired as of March 31, 2026 (Unaudited) and December 31, 2025
Statements of Revenue and Direct Expenses (Unaudited) for the three months ended March 31, 2026 and 2025
1
TIMING PRODUCT BUSINESS (A product line of Renesas)
| Table of Contents | Page | ||||
| Interim Combined Financial Statements | |||||
| Interim Statement of Assets Acquired and Liabilities Assumed as of March 31, 2026 (Unaudited) and December 31, 2025 | 4 | ||||
| Interim Statement of Revenue and Direct Expenses (Unaudited) for the three months ended March 31, 2026 and 2025 | 5 | ||||
| Notes to the Interim Combined Financial Statements (Unaudited) | 6 | ||||
2
TIMING PRODUCT BUSINESS (A product line of Renesas)
STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED AS OF MARCH 31, 2026 (UNAUDITED) AND DECEMBER 31, 2025
(US dollars in thousands)
March 31, 2026 | December 31, 2025 | |||||||||||||||||||
ASSETS ACQUIRED | ||||||||||||||||||||
Inventory, net | $ | 5,228 | $ | 5,134 | ||||||||||||||||
Total current assets | 5,228 | 5,134 | ||||||||||||||||||
Property, plant, and equipment, net | 5,742 | 4,917 | ||||||||||||||||||
Right-of-use asset, net | 1,331 | 1,407 | ||||||||||||||||||
Goodwill | 382,299 | 382,299 | ||||||||||||||||||
Intangible assets, net | 47,013 | 58,427 | ||||||||||||||||||
Total non-current assets | 436,385 | 447,050 | ||||||||||||||||||
TOTAL ASSETS ACQUIRED | $ | 441,613 | $ | 452,184 | ||||||||||||||||
LIABILITIES ASSUMED | ||||||||||||||||||||
Warranty and return liabilities | $ | 1,394 | $ | 1,177 | ||||||||||||||||
Lease liability – current | 225 | 229 | ||||||||||||||||||
Total current liabilities | 1,619 | 1,406 | ||||||||||||||||||
Lease liability – non-current | 1,231 | 1,302 | ||||||||||||||||||
Total non-current liabilities | 1,231 | 1,302 | ||||||||||||||||||
TOTAL LIABILITIES ASSUMED | 2,850 | 2,708 | ||||||||||||||||||
NET ASSETS ACQUIRED | $ | 438,763 | $ | 449,476 | ||||||||||||||||
The accompanying notes are an integral part of these interim combined financial statements.
3
TIMING PRODUCT BUSINESS (A product line of Renesas)
STATEMENTS OF REVENUE AND DIRECT EXPENSES (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(US dollars in thousands)
Three Months Ended March 31, | ||||||||||||||||||||
2026 | 2025 | |||||||||||||||||||
Product Revenue | $ | 69,306 | $ | 47,016 | ||||||||||||||||
Direct expenses: | ||||||||||||||||||||
Cost of sales (exclusive of amortization shown separately below) | 15,936 | 11,980 | ||||||||||||||||||
Selling, general and administrative (exclusive of amortization shown separately below) | 1,669 | 1,449 | ||||||||||||||||||
Research and development (exclusive of amortization shown separately below) | 8,117 | 7,274 | ||||||||||||||||||
Amortization of intangible assets | 11,414 | 11,415 | ||||||||||||||||||
Total direct expenses | 37,136 | 32,118 | ||||||||||||||||||
Revenue less direct expenses | $ | 32,170 | $ | 14,898 | ||||||||||||||||
The accompanying notes are an integral part of these interim combined financial statements.
4
TIMING PRODUCT BUSINESS (A product line of Renesas)
NOTES TO INTERIM COMBINED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in US dollars in thousands, unless otherwise indicated)
1.DESCRIPTION OF THE TRANSACTION AND BASIS OF PRESENTATION
Description of the Transaction – Renesas Electronics Corporation (“Renesas”, the “Company”), a public company established under the Companies Act of Japan and domiciled in Japan, announced that Renesas Electronics America Inc., a California corporation and wholly-owned subsidiary of Renesas (“REA”), and SiTime Corporation, incorporated in the State of Delaware (“SiTime”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which REA will and will cause certain of its affiliates to sell, transfer, assign and convey to SiTime all of their right, title and interest in, to and under certain assets (as further set forth in the Asset Purchase Agreement and described below, the “Transferred Assets”) related to the timing business of REA (“Transferred Business”, “Timing Product Business”, “Business”) (such transaction, the “Transaction”). The Transaction was approved by the Renesas’ Board of Directors on February 5, 2026, Tokyo Time. The Transaction is expected to be consummated by the end of 2026, subject to satisfaction of customary closing conditions and regulatory approvals.
Under the terms of the Asset Purchase Agreement, SiTime will acquire the Transferred Assets for $1.5 billion in cash and 4.13 million shares of common stock, $0.0001 par value per share of SiTime, subject to a potential adjustment and a collar determined by the 10-day volume weighted average price (“VWAP”) as of three trading days prior to the execution of the Asset Purchase Agreement. The stock consideration will be paid in the form of newly issued SiTime common stock based on SiTime’s 10-day VWAP as of three trading days prior to closing, subject to a floor price of $308.6686 and a ceiling price of $417.6104 per share.
Description of the Business and the Transferred Assets – The Timing Product Business, which originated from the acquisition of Integrated Device Technology, Inc. (“IDT”) in 2019, consists of the Renesas’ timing product portfolio and the related technologies, assets, and personnel. The timing business encompasses the research and development, fabrication, testing, and sales of crystal oscillators, clock buffers, clock generators, and jitter attenuators for customers in cloud computing, automotive, and communications sectors. The Timing Product Business has operations to serve markets in the United States, Canada, China, Taiwan, Bulgaria, India, and Malaysia. As part of the Transaction, SiTime or certain of its affiliates will acquire certain specified assets primarily related to the Business, including certain contracts (excluding customer, supplier and foundry agreements), certain intellectual property exclusively related to the Business, design databases and other proprietary data, all finished goods inventory, certain machinery and equipment used exclusively in the Business, and all goodwill attributable thereto. In connection with the transaction, SiTime and certain of its affiliates will assume certain liabilities of the Business, subject to certain specified exclusions, including, among others, certain lease liabilities, warranty and return liabilities.
Basis of Presentation – The accompanying Interim Statements of Assets Acquired and Liabilities Assumed as of March 31, 2026 (unaudited) and December 31, 2025, and the related Interim Statements of Revenue and Direct Expenses for the three months ended March 31, 2026 and 2025, and notes thereto (collectively, the “Interim Combined Financial Statements”) of Timing Product Business have been prepared for the purpose of complying with Rule 3-05 of Regulation S-X under the Securities Act of 1933 of the United States Securities and Exchange Commission.
Throughout the periods covered by the Interim Combined Financial Statements, the operations relating to the assets acquired and liabilities assumed were not segregated within separate legal entities but were embedded within various Renesas legal entities. Historically, Renesas has not maintained separate accounts for these assets and liabilities. The assets and liabilities have not been operated as a separate independent business, operating segment, or division and separate financial statements have not been historically prepared. As a result, preparation of complete financial statements for the historical periods for the Timing Product Business, including reasonable and appropriate allocations of corporate overhead, interest, and tax expenses, is impracticable.
The Interim Combined Financial Statements have been derived from the accounting records of Renesas and other wholly owned subsidiaries of Renesas, including REA, using historical results of operations and financial position and reflect only the assets acquired, liabilities assumed and associated revenue, direct expenses, and other expenses of the Timing Product Business.
5
The Interim Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). Results for interim periods should not be considered indicative of results for a full year. These Interim Combined Financial Statements should be read in conjunction with the Combined Financial Statements and Notes thereto for the years ended December 31, 2025 and 2024, collectively. These Interim Combined Financial Statements are not intended to represent a complete presentation of the assets and liabilities or the revenue and direct expenses and the related footnotes of the Timing Product Business.
The assets acquired and liabilities assumed as part of the Transaction include items specifically identified in the Asset Purchase Agreement (see “Description of the Business” above). Certain assets and liabilities related to the Timing Product Business are excluded from the Interim Combined Financial Statements as such assets and liabilities constitute excluded assets and retained liabilities as defined in the Asset Purchase Agreement. Such excluded assets and retained liabilities include cash and cash equivalents, raw materials, work in progress, borrowings, and certain shared assets and liabilities. Acquired assets and assumed liabilities included in the Interim Combined Financial Statements are primarily inventories, specific property, plant, and equipment and intangible assets, specific lease agreements, and certain warranty liabilities.
The revenue and expenses presented reflect only the activities and functions that were historically part of and directly attributable to the Timing Product Business. The financial information presented herein is not fully indicative of the results that would have been achieved had the Business operated as a separate, stand-alone entity during the periods presented. In addition, the Interim Combined Financial Statements are not indicative of the financial condition or results of operations to be expected in the future due to changes in the Business and the omission of certain operating expenses.
As the Timing Product Business operated as an integrated internal contract manufacturer within the Renesas group (consisting of Renesas and its wholly owned subsidiaries), cash flows specific to operating, investing, and financing activities were neither prepared nor historically reported at the Timing Product Business level and were comingled with other Renesas group entities. As a result, the preparation of such cash flow information attributable to the Timing Product Business is not practical and was not included in the Interim Combined Financial Statements.
The Interim Combined Financial Statements are not necessarily indicative of the results of operations that would have occurred or may occur in the future if the Timing Product Business had been integrated into the SiTime group (consisting of SiTime and its wholly owned subsidiaries).
2.USE OF MANAGEMENT’S ESTIMATES AND ASSUMPTIONS
These Interim Combined Financial Statements include consistent and reasonable allocation of certain divisional shared costs that can be directly attributed to the Timing Product Businesses, based on appropriate assumptions and estimates. Where specific identification was not practicable, a proportional cost allocation method was used, based on revenue or headcount. The allocations and estimates in the Interim Statements of Revenue and Direct Expenses are based on assumptions that Renesas management considers reasonable. Actual results may differ from these estimates and assumptions. Refer to Note 11. Selling, General and Administrative Expenses and Note 13. Relationship with Parent and Related Entities for further information.
3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Inventory – Inventory is measured at the acquisition cost, including the costs to purchase, convert, and any other costs incurred in bringing the inventory to their present location and condition. After the initial recognition, inventory is measured at the lower of cost and net realizable value, however if costs exceed net realizable value, the inventory is written down to net realizable value. Excess and obsolete inventories are determined based on management’s assessment of future demand, historical usage by product, and market conditions. The net realizable value is calculated by deducting the estimated costs of completion and the estimated selling costs from the estimated selling price in the ordinary course of business. The cost is calculated using the standard costing method, which approximates actual cost on a first-in, first-out basis.
Property, Plant, and Equipment – Property, plant, and equipment are measured at historical acquisition costs, and reduced by accumulated depreciation and any recognized impairment losses. Depreciation of property, plant and equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Depreciation expense is recorded within cost of sales, research and development, or selling, general and administrative expenses.
6
The estimated useful life, the residual value and the depreciation method are reviewed at the end of each fiscal year, and any changes are applied to the period when the estimates are changed and future periods prospectively as a change in the accounting estimate.
The estimated useful lives of major assets are as follows.
Years
Machinery and equipment | 2 to 10 years | ||||
Tools, furniture and fixtures | 2 to 5 years | ||||
Leases – Contract arrangements are determined if it is a lease or contain a lease at inception. Lease classification is evaluated at commencement and, as necessary, at modification.
Operating lease related balances are included in right-of-use (“ROU”) asset, lease liability - current, and lease liability – non-current on the Interim Statements of Assets Acquired and Liabilities Assumed. The Business currently does not have any finance leases.
The operating lease ROU asset represents the Business’s right to use an underlying asset for the lease term and the operating lease liability represents the present value of the Business’s obligation to make lease payments arising from the lease. The operating lease ROU asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the incremental borrowing rate of the Business operated as a component of Renesas. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The operating lease ROU asset also includes adjustments related to lease incentives, prepaid or accrued rent and initial direct lease costs. Operating lease ROU asset is subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets.
Lease terms may include periods under options to extend or terminate the lease when it is reasonably certain that the Business will exercise that option. The Business generally uses the base, non-cancelable lease term when determining the lease right-of-use asset and lease liability. Payments under the Business’s lease arrangement is primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease ROU asset and liability. Variable lease payments are primarily comprised of common area maintenance charges and utility costs.
Goodwill and intangible assets – Goodwill represents the excess of purchase price over the fair value of identifiable assets acquired and liabilities assumed in the business combination.
Goodwill was recognized in connection with Renesas’ acquisition of Integrated Device Technology, Inc. on March 29, 2019. Goodwill was attributed to the Timing Product Business based on the proportionate fair value relative to the fair value of the IDT acquisition as of the acquisition date. Subsequently, the Business assessed the attributed goodwill for impairment each fiscal year or more frequently if events or circumstances indicate it is more likely than not that the fair value of the reporting unit is less than the carrying amount. An impairment loss is recognized when and to the extent a reporting unit’s carrying amount is determined to exceed its estimated fair value. Impairment losses on goodwill are recognized in the Statements of Revenue and Direct Expenses and are not reversed in a subsequent period.
Intangible assets are presented at cost less any accumulated amortization and accumulated impairment losses using the cost model. Intangible assets acquired in a business combination are measured at fair value as of the date of acquisition, comprised of developed technology and computer software specifically associated with the Timing Product Business.
Intangible assets with finite useful lives are amortized over their respective estimated useful life using the straight-line method, and an impairment test is performed if any indications of impairment exist. For intangible assets with finite useful lives, their useful lives and amortization method are reviewed at the end of each fiscal year. A change in the useful life or the amortization method is applied prospectively as a change in accounting estimate. The useful life for Timing Product Business’s developed technology and internal use computer software are 8 and 3 years, respectively.
Revenue Recognition – Revenue recognition is conducted in accordance with ASC 606 using the five-step model, which requires the identification of the contract with a customer, the identification of distinct
7
performance obligations in the contract, the determination of the transaction price, the allocation of the transaction price to the performance obligations, and the recognition of revenue as the performance obligations are satisfied.
The Timing Product Business engages in research, development, design, manufacturing, sale, and servicing of semiconductor products. Revenue is mainly recognized when the goods are delivered as the ownership of these goods has been transferred to the customer and the performance obligations are identified at the time of delivery.
Revenue is measured at the amount of consideration to which the business expects to be entitled, net of estimated discounts, rebates, and returns. Sales to specific distributors may be subject to the various sales promotion programs.
The Business provides product warranties covering manufacturing defects and performance issues within a defined warranty period. Warranty reserves are estimated based on historical warranty claim rates, cost of repair or replacement, and product failure trends.
The ship and debit is a program designed to assist specific distributors on their sales to end customers through pricing adjustments. Under this program, the selling prices will be adjusted when the specific distributors sell the products to the end customers. At the time we record sales to the specific distributors, we accrue for ship and debit liabilities and deduct the same amounts from revenue based on the estimate of the variable consideration resulting from the application of the ship and debit program upon the future sales by the distributors.
Stock rotation is a program whereby on a semi-annual basis, specific distributors are allowed to return, for credit, inventories equal to a certain percentage of their purchases for the previous six months. We recognize return allowance for obligation under expected future inventory returns. We accrue for refund liabilities related to the stock rotation program at every closing date and deduct the same amount from revenue.
4.INVENTORY, NET
As of March 31, 2026 and December 31, 2025, inventories that are part of the Business are summarized as follows:
March 31, 2026 | December 31, 2025 | |||||||
Finished goods | $ | 5,228 | $ | 5,134 | ||||
5.PROPERTY, PLANT, AND EQUIPMENT, NET
As of March 31, 2026 and December 31, 2025, property, plant, and equipment by major asset class and accumulated depreciation that are part of the Business are summarized as follows:
March 31, 2026 | December 31, 2025 | |||||||
Machinery and equipment | $ | 20,748 | $ | 19,619 | ||||
Tools, furniture and fixtures | 4,780 | 4,614 | ||||||
| $ | 25,528 | $ | 24,233 | |||||
Less: Accumulated depreciation | (19,786) | (19,316) | ||||||
Total property, plant, and equipment, net | $ | 5,742 | $ | 4,917 | ||||
The recorded depreciation expense related to property and equipment was $459 and $536 for the three months ended March 31, 2026, and 2025, respectively.
6.LEASE
The Business has only one lease for its Ottawa, Canada office, which is classified as an operating lease. The remaining lease term is approximately six years, and Renesas Electronics Canada Limited has an option to extend the term for a period of five years. This renewal option is not included in the remaining lease term as it is not reasonably certain that Renesas Electronics Canada Limited will exercise such renewal option. Additionally,
8
Renesas Electronics Canada Limited has variable lease payments, which are primarily composed of utility charges, real estate taxes, and building maintenance.
The table below presents the lease-related assets and liabilities recorded on the Interim Statements of Assets Acquired and Liabilities assumed as of March 31, 2026 and December 31, 2025:
March 31, 2026 | December 31, 2025 | |||||||
Right-of-use asset | $ | 1,331 | $ | 1,407 | ||||
Lease liability – current | 225 | 229 | ||||||
Lease liability – non-current | 1,231 | 1,302 | ||||||
Total operating lease liability | $ | 1,456 | $ | 1,531 | ||||
Discount rate | 1.6% | 1.6% | ||||||
Total operating lease costs recognized in three months ended March 31, 2026 and 2025 are $60 and $59, respectively. Cash paid for operating lease liability was $56 and $55 for the three months ended March 31, 2026, and 2025, respectively.
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years, as applicable, to the operating lease liability recorded on the Interim Statements of Assets Acquired and Liabilities Assumed as of March 31, 2026:
March 31, 2026 | |||||
Remainder of 2026 | $ | 169 | |||
2027 | 237 | ||||
2028 | 246 | ||||
2029 | 246 | ||||
2030 | 257 | ||||
Thereafter | 377 | ||||
Total minimum lease payments | $ | 1,532 | |||
Less: amount of lease payments representing interest | (76) | ||||
Present value of future minimum lease payments | $ | 1,456 | |||
Less: Lease liability – current | (225) | ||||
Lease liability – non-current | $ | 1,231 | |||
7.GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill was recognized in connection with Renesas’ acquisition of Integrated Device Technology, Inc. on March 29, 2019. Goodwill was attributed to the Timing Product Business based on the proportionate fair value relative to the fair value of the IDT acquisition as of the acquisition date. No goodwill impairment losses were recognized for the three months ended March 31, 2026 and 2025.
Other intangible assets specifically identified to the Business include developed technology recognized in the IDT acquisition and certain other internal use computer software.
No additions in goodwill and other intangible assets for the three months ended March 31, 2026. Changes in accumulated amortization and impairment losses, and the carrying amounts of goodwill and other intangible assets are as follows.
9
A.Acquisition cost
Goodwill | Intangible asset – Developed Technology | Intangible asset – Software | Intangible asset – Total | |||||||||||
Balances as of December 31, 2025 | $ | 382,299 | $ | 365,000 | $ | 317 | $ | 365,317 | ||||||
| Balances as of March 31,2026 | $ | 382,299 | $ | 365,000 | $ | 317 | $ | 365,317 | ||||||
B.Accumulated amortization
Goodwill | Intangible asset – Developed Technology | Intangible asset – Software | Intangible asset – Total | |||||||||||
Balances as of December 31, 2025 | $ | — | $ | (306,615) | $ | (275) | $ | (306,890) | ||||||
| Amortization | $ | — | $ | (11,406) | $ | (8) | $ | (11,414) | ||||||
| Balances as of March 31, 2026 | $ | — | $ | (318,021) | $ | (283) | $ | (318,304) | ||||||
C.Carrying amount
Goodwill | Intangible asset – Developed Technology | Intangible asset – Software | Intangible asset – Total | |||||||||||
Balances as of December 31, 2025 | $ | 382,299 | $ | 58,385 | $ | 42 | $ | 58,427 | ||||||
| Balances as of March 31, 2026 | $ | 382,299 | $ | 46,979 | $ | 34 | $ | 47,013 | ||||||
As of March 31, 2026, the estimated remaining amortization periods for developed technology and software are 2 years and 1 year, respectively.
The estimated aggregate amortization expense for intangible assets subject to amortization as of March 31, 2026 is summarized as below:
Amortization expense | |||||
Remainder of 2026 | $ | 34,244 | |||
2027 | 12,457 | ||||
2028 | 312 | ||||
| $ | 47,013 | ||||
8.WARRANTY AND RETURN LIABILITIES
The provision for warranties relates mainly to products sold by the business during the twelve months ended March 31, 2026 and December 31, 2025. Warranty reserves are estimated based on historical warranty claim rates, cost of repair or replacement, and product failure trends. The Business expects the warranty obligations to be assumed by SiTime and settle as part of normal course operations over the course next year.
Return allowances are recognized as obligations under expected future inventory returns. Return allowance recorded in the Interim Combined Financial Statements using the Business specific distributor sales and historical return data specific to the Business’s products.
10
9.PRODUCT REVENUE
The Business generates revenue primarily from the sale of timing products, including crystal oscillators, clock buffers, clock generators and jitter attenuators. Revenue from contracts with customers is disaggregated by primary geographical market, and timing of revenue recognition for the three months ended March 31, 2026 and 2025 as follows:
Primary geographical markets:
Three Months Ended March 31,
2026 | 2025 | ||||||||||
Taiwan | $ | 34,805 | $ | 20,943 | |||||||
China | 11,421 | 12,485 | |||||||||
Singapore | 10,777 | 4,870 | |||||||||
The United States of America | 7,335 | 4,891 | |||||||||
Others | 4,968 | 3,827 | |||||||||
Total revenue | $ | 69,306 | $ | 47,016 | |||||||
There are no countries with revenue individually greater than 10% presented in the ‘Others’ revenue in the table above.
Timing of revenue recognition:
Three Months Ended March 31,
2026 | 2025 | ||||||||||
Products transferred at point in time | $ | 69,306 | $ | 47,016 | |||||||
Total revenue | $ | 69,306 | $ | 47,016 | |||||||
The Business primarily sells its products through third-party distributors. Three distributors directly accounted for 10% or more of the Business’s revenue for the three months ended March 31, 2026, and 2025. No other distributors or customers accounted for 10% or more of the Business’s consolidated revenue for the three months ended March 31, 2026, and 2025.
The following table discloses these distributors’ percentage of revenue for the respective periods
Three Months Ended March 31,
2026 | 2025 | ||||||||||
Distributors: | |||||||||||
WT Microelectronics Co., Ltd. | 50.2% | 51.0% | |||||||||
Macnica, Inc., Ltd. | 20.3% | 19.8% | |||||||||
Avnet, Inc. | 11.5% | 11.6% | |||||||||
10.RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. Research and development expenses include outsourcing costs, personnel expenses, depreciation, material costs relating to the discovery and development of new products and enhancement of existing products.
Personnel related expenses and other costs incurred by research and development functions directly attributable to the Timing Product Business are specifically identifiable and totaled $7,350 and $6,339 in the three months ended March 31, 2026 and 2025. Such other costs specifically identified to the Business include costs to maintain and repair assets used in research and development activities, tools and material costs such as costs for engineering and testing wafers, packaging and assembly consumables, as well as prototype costs. Research and development costs allocated to the Timing Product Business primarily represent shared costs associated with the licensing, implementation, and ongoing technology support for the design automation system. Research and
11
development costs allocated from Renesas are $767 and $935 in the three months ended March 31, 2026 and 2025.
11.SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses represent personnel expenses, depreciation, and other division expenses that are directly attributable to the Timing Product Business. Costs for dedicated selling and marketing employees, rent and leases expenses for peripheral hardware and software equipment, depreciation expenses associated with Business specific fixed assets, and other operating expense incurred by sales and marketing functions dedicated to the Business are specifically identified to the Business and totaled $623 and $549 in the three months ended March 31, 2026 and 2025. Costs associated with comingled facilities shared by the Business and other Renesas businesses, and field application engineers within the global sales organization that directly support the Timing Product Business are allocated to the Business based on employee headcount, and totaled $1,046 and $900 in the three months ended March 31, 2026 and 2025.
The components of selling, general and administrative expenses for the three months ended March 31, 2026 and 2025 are as follows.
Three Months Ended March 31,
2026 | 2025 | |||||||||||||
Personnel expenses | $ | 1,143 | $ | 1,076 | ||||||||||
Depreciation | 286 | 178 | ||||||||||||
Retirement benefit expenses | 22 | 18 | ||||||||||||
Other | 218 | 177 | ||||||||||||
Total selling, general and administrative | $ | 1,669 | $ | 1,449 | ||||||||||
12.SHARE BASED COMPENSATION
Certain of the Timing Product Business’s employees have historically participated in Renesas’s share-based compensation plan that grants equity awards including restricted stock units. Share based payment expenses included in the Interim Statements of Revenue and Direct Expenses totaled $849 in “Research and development expenses” and $14 in “Selling, general and administrative expenses” in the three months ended March 31, 2026, and $1,014 in “Research and development expenses” and $15 in “Selling, general and administrative expenses” in the three months ended March 31, 2025. All share based compensation plans are managed on a consolidated basis by Renesas. Share based expenses recognized by the Business were specifically identified based on employees of Timing Product Business participating in Renesas’ share based compensation plan. All unvested Renesas’s equity awards held by transferring employees are forfeited upon the closing of the Transaction.
12
13.RELATIONSHIP WITH PARENT AND RELATED ENTITIES
Historically, the Timing Product Business has been managed and operated in the normal course of business with other subsidiaries, business, and affiliates of Renesas. Accordingly, certain shared costs have been allocated to the Business and are reflected as expenses in the Interim Statements of Revenue and Direct Expenses.
Timing Product Business products are not sold to other Renesas entities for further resale or combination into external customer solutions. All revenue presented in the Interim Combined Financial Statements represents third-party revenue from external customers only.
All products are assembled, tested and stored at an affiliated entity in Malaysia. The products are then shipped directly from Malaysia to external customers, with the related sales invoiced by entities in Malaysia and the United States. Such arrangements are reflected as revenue in these Interim Combined Financial Statements.
Intercompany arrangements between Renesas entities are conducted for internal operational and legal entity purposes only and do not represent third-party transactions. Accordingly, such intercompany activities are not reflected in the Interim Statements of Revenue and Direct expenses. The expenses presented in the Interim Combined Financial Statements include only costs that are directly attributable to the Timing Product Business and do not include intercompany charges.
Functional costs incurred by Renesas for services that were provided to or on behalf of the Timing Product Business were historically recorded at division or corporate level. These include costs associated with comingled facilities shared by the Business and other Renesas businesses, costs for field application engineers within the global sales organization that directly supports the Business, and costs associated with licensing, implementation, ongoing technology support for design automation system, which are all directly associated with operating the Business. The costs are allocated to the Business using consistent and reasonable methods such as net sales and headcount. Functional costs allocated and recorded in the Interim Statements of Revenue and Direct Expenses for the three months ended March 31, 2026, and 2025 are as follows:
Three Months Ended March 31,
2026 | 2025 | |||||||||||||
Research and development | $ | 767 | $ | 935 | ||||||||||
Selling, general and administrative | 911 | 900 | ||||||||||||
Total | $ | 1,678 | $ | 1,835 | ||||||||||
14.COMMITMENTS AND CONTINGENCIES
As the Timing Product Business conducts business worldwide, it is possible that the Business may become a party to lawsuits, arbitration, investigation by regulatory authorities and other legal proceedings in various countries (“Legal Matters”). Currently, the Business is not involved in any Legal Matters.
15.SUBSEQUENT EVENTS
The Interim Combined Financial Statements have been derived from historical information previously presented in Renesas’s consolidated financial statements.
Subsequent events and transactions for disclosure purposes have been evaluated through May 12, 2026, the date on which the Interim Combined Financial Statements became available to be issued. No events or transactions were identified that would require disclosure in the Interim Combined Financial Statements, other than the Transaction between Renesas and SiTime described in Note 1-Description of the Transaction and Basis of Presentation.
******
13
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information presents the pro forma effects of the proposed acquisition of certain net assets of the Timing Product Business of Renesas Electronics Corporation by SiTime Corporation, along with effects of other related transactions described below.
Proposed Acquisition
On February 4, 2026, SiTime Corporation, a Delaware corporation (“SiTime” or the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Renesas Electronics America Inc., a subsidiary of Renesas Electronics Corporation (“Renesas” or “Seller”), pursuant to which Renesas will and will cause certain of its affiliates to sell, transfer, assign and convey to SiTime all of their right, title and interest in, to and under certain assets related to the Timing Product Business of Renesas Electronics Corporation (the “Timing Product Business”) for an aggregate purchase price of approximately $1.5 billion in cash (“Cash Consideration”) and 4,130,644 shares of common stock, $0.0001 par value per share, of SiTime (“Common Stock” and such consideration, the “Stock Consideration”), subject to certain adjustments as set forth in the Asset Purchase Agreement (the “Acquisition”).
The number of shares subject to the Stock Consideration will be determined based on the volume-weighted average price of SiTime Common Stock for the period of 10 consecutive trading days ending on the third full trading day prior to the consummation of the Acquisition (the “Closing”), subject to a floor price of $308.6686 and a ceiling price of $417.6104, which could result in approximately 4.86 million shares to 3.59 million shares being issued.
The Asset Purchase Agreement contains various representations and warranties and covenants by the parties to such agreement. SiTime and Renesas have agreed to enter into related agreements ancillary to the Acquisition that will become effective upon the consummation of the Acquisition, including certain documents related to intellectual property matters, transition services and resale registration rights.
The Acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”) under U.S. GAAP, with SiTime as the accounting acquirer. Under this method of accounting, the purchase price of the Acquisition will be allocated to the assets acquired and liabilities assumed based on their preliminary fair values at the closing date. The excess purchase price over the fair values of identifiable assets and liabilities will be recorded as goodwill.
Financing
In connection with the execution of the asset purchase agreement, on February 4, 2026, SiTime entered into a debt financing commitment letter (the “Commitment Letter”) with Wells Fargo Securities, LLC and Wells Fargo Bank, National Association (collectively, “Wells Fargo”), pursuant to which Wells Fargo committed to provide debt financing of up to $900 million in the form of a 364-day senior secured bridge loan facility (the “Bridge Facility”) to fund a portion of the Cash Consideration. Subject to market conditions and other factors, in lieu of all or a portion of the Bridge Facility, SiTime may fund a portion of the Cash Consideration through one or more bank financings or capital market transactions (the “Permanent Financing”). The consummation of the Acquisition is not conditioned on the availability of the Bridge Facility or any alternative financing.
For purposes of the unaudited pro forma financial information, it is assumed that a portion of the consideration will be funded using available cash and cash equivalents, including cash generated from the maturities of short-term investments, with the remainder funded through the Permanent Financing. The Cash Consideration is assumed to be funded through the Permanent Financing rather than the Bridge Facility, consistent with SiTime’s intention to refinance the Bridge Facility with permanent financing prior to or shortly following Closing. Accordingly, no borrowings under the Bridge Facility are reflected in the unaudited pro forma condensed combined financial information. Bridge Facility commitment fees paid by SiTime are reflected as Transaction Accounting Adjustment as further described in Note 7.
SiTime is expected to raise approximately $1.25 billion in Permanent Financing which may consist of a combination of convertible notes, revolving credit facilities, and/or other financial instruments. Convertible notes are assumed to be zero coupon instruments with a conversion premium consistent with prevailing market terms. In connection with the issuance of the convertible notes, SiTime is expected to enter into capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are expected to be classified as
1
equity, with the premium paid recorded as a reduction to additional paid-in capital at issuance. SiTime is also expected to enter into a secured revolving credit facility ("Revolver Loan") intended to provide ongoing liquidity and financing flexibility for the Acquisition. For purposes of the unaudited pro forma financial information, the Revolver Loan is assumed to be undrawn at closing.
The unaudited pro forma financial information reflects the above financing arrangements based on current assumptions as to structure and market terms and as if the Permanent Financing had been completed as of the applicable pro forma balance sheet and income statement dates. The actual terms and conditions of the financing arrangements may differ from those assumed, and such differences could have a material impact on the Company’s future results of operations, financial condition, and cash flows.
These assumptions and expectations are subject to change, and the debt issuance costs to be incurred and related interest expense could vary significantly from what is assumed in the unaudited pro forma condensed combined financial information. Other factors that are subject to change include, but are not limited to, the timing of borrowings, the amount of cash on hand at the time of the Closing and inputs to interest rate determination on debt instruments issued. Refer to Note 7 for further details.
Other Considerations
The unaudited pro forma condensed combined balance sheet as of March 31, 2026, is prepared using SiTime’s unaudited condensed consolidated balance sheet as of March 31, 2026 and Timing Product Business’ unaudited statement of assets acquired and liabilities assumed as of March 31, 2026, giving effect to (i) the Acquisition and Permanent Financing as if they had been completed on March 31, 2026 and (ii) the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined income statement for the three months ended March 31, 2026, is prepared using SiTime’s unaudited condensed consolidated income statement for the three months ended March 31, 2026, and Timing Product Business’ unaudited statement of revenue and direct expenses for the three months ended March 31, 2026; the unaudited pro forma condensed combined income statement for the year ended December 31, 2025, is prepared using SiTime’s audited consolidated income statement for the year ended December 31, 2025, and Timing Product Business’ audited statement of revenue and direct expenses for the year ended December 31, 2025. The unaudited pro forma condensed combined income statements give effect to (i) the Acquisition and Permanent Financing as if they had been completed on January 1, 2025, the beginning of SiTime’s most recently completed fiscal year and (ii) the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with:
•the accompanying notes to the unaudited pro forma condensed combined financial information
•the separate historical unaudited condensed consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2026, as included in SiTime’s Quarterly Report on Form 10-Q
•the separate historical audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, as included in SiTime’s Annual Report on Form 10-K
•the Timing Product Business’ historical unaudited combined financial statements as of and for the three months ended March 31, 2026, derived from the accounting records of Renesas' Timing Product Business; and
•the Timing Product Business’ separate historical audited combined financial statements for the year ended December 31, 2025, derived from the underlying accounting records of Renesas' Timing Product Business.
The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not indicative of the operating results that would have occurred if the Acquisition and the Permanent Financing had been completed as of the dates set forth above, nor is it indicative of the future results of SiTime following the Acquisition.
2
In determining the preliminary estimate of fair values of assets acquired and liabilities assumed of the Timing Product Business in connection with the Acquisition, SiTime used publicly available benchmarking information along with other relevant assumptions, including market participant assumptions. The purchase price allocation relating to the Acquisition is preliminary and subject to change, as additional information becomes available and as additional analyses are performed. There can be no assurance that the final valuations will not result in material changes to this preliminary purchase price allocation. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of any anticipated synergies or dis-synergies, operating efficiencies or inefficiencies, or any integration costs that may result from the Acquisition. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of SiTime following the Acquisition.
3
| UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET | ||||||||||||||||||||||||||||||||||||||
| As of March 31, 2026 | ||||||||||||||||||||||||||||||||||||||
| (dollars in Thousands) | ||||||||||||||||||||||||||||||||||||||
| SiTime Corporation (Historical) | Timing Product Business Reclassified (Note 3) | Transaction Accounting Adjustments | Notes | Financing Adjustments | Notes | Pro Forma Combined | ||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 498,476 | $ | - | $ | (1,500,000) | 5(i) | $ | 1,115,506 | 7(i) | $ | 362,534 | ||||||||||||||||||||||||||
| (41,636) | 5(ii) | |||||||||||||||||||||||||||||||||||||
| 290,188 | 5(iii) | |||||||||||||||||||||||||||||||||||||
| Short-term investments in held-to-maturity securities | 290,188 | - | (290,188) | 5(iii) | - | - | ||||||||||||||||||||||||||||||||
| Accounts receivable, net | 54,997 | - | (646) | 5(i) | - | 54,351 | ||||||||||||||||||||||||||||||||
| Inventories | 91,122 | 5,228 | 5,228 | 5(iv) | - | 101,578 | ||||||||||||||||||||||||||||||||
| Prepaid expenses and other current assets | 14,433 | - | - | - | 14,433 | |||||||||||||||||||||||||||||||||
| Total Current assets | $ | 949,216 | $ | 5,228 | $ | (1,537,054) | $ | 1,115,506 | $ | 532,896 | ||||||||||||||||||||||||||||
| Property and equipment, net | 106,661 | 5,742 | - | - | 112,403 | |||||||||||||||||||||||||||||||||
| Intangible assets, net | 141,572 | 47,013 | 1,518,021 | 5(v) | - | 1,704,148 | ||||||||||||||||||||||||||||||||
| (2,458) | 5(i) | |||||||||||||||||||||||||||||||||||||
| Right-of-use assets, net | 3,479 | 1,331 | (1,331) | 5(vi) | - | 5,003 | ||||||||||||||||||||||||||||||||
| 1,524 | 5(vii) | |||||||||||||||||||||||||||||||||||||
| Goodwill | 87,098 | 382,299 | 2,519,779 | 5(viii) | - | 2,989,176 | ||||||||||||||||||||||||||||||||
| Other assets | 4,831 | - | - | (2,000) | 7(ii) | 2,831 | ||||||||||||||||||||||||||||||||
| Total Assets | $ | 1,292,857 | $ | 441,613 | $ | 2,498,481 | $ | 1,113,506 | $ | 5,346,457 | ||||||||||||||||||||||||||||
| Liabilities and Stockholders' Equity: | ||||||||||||||||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||||||||||||||
| Accounts payable | $ | 22,914 | $ | - | $ | - | $ | - | $ | 22,914 | ||||||||||||||||||||||||||||
| Accrued expenses and other current liabilities | 53,168 | 1,619 | (225) | 5(vi) | - | 48,797 | ||||||||||||||||||||||||||||||||
| 236 | 5(vii) | (650) | 7(ii) | |||||||||||||||||||||||||||||||||||
| (5,351) | 5(ii) | |||||||||||||||||||||||||||||||||||||
| Total current liabilities | 76,082 | 1,619 | (5,340) | (650) | 71,711 | |||||||||||||||||||||||||||||||||
| Other non-current liabilities | 57,797 | 1,231 | (1,231) | 5(vi) | 1,215,506 | 7(i) | 1,274,591 | |||||||||||||||||||||||||||||||
| 1,288 | 5(vii) | |||||||||||||||||||||||||||||||||||||
| Total liabilities | 133,879 | 2,850 | (5,283) | 1,214,856 | 1,346,302 | |||||||||||||||||||||||||||||||||
| Commitments and contingencies | ||||||||||||||||||||||||||||||||||||||
| Stockholders’ equity | ||||||||||||||||||||||||||||||||||||||
| Common stock | 3 | - | - | - | 3 | |||||||||||||||||||||||||||||||||
| Additional paid-in capital | 1,389,096 | 438,763 | (438,763) | 5(ix) | (100,000) | 7(i) | 4,267,908 | |||||||||||||||||||||||||||||||
| 2,978,812 | 5(i) | |||||||||||||||||||||||||||||||||||||
| Accumulated deficit | (230,121) | - | (36,285) | 5(ii) | (1,350) | 7(ii) | (267,756) | |||||||||||||||||||||||||||||||
| Total stockholders’ equity | 1,158,978 | 438,763 | 2,503,764 | (101,350) | 4,000,155 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 1,292,857 | $ | 441,613 | $ | 2,498,481 | $ | 1,113,506 | $ | 5,346,457 | ||||||||||||||||||||||||||||
4
See accompanying notes to unaudited pro forma condensed combined financial information. UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT | ||||||||||||||||||||||||||||||||||||||||||||||||||
| For the Period ended March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollar in Thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
SiTime Corporation (Historical) | Timing Product Business Reclassified (Note 3) | Transaction Accounting Adjustments | Notes | Financing Adjustments | Notes | Pro Forma Combined | ||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 113,567 | $ | 69,306 | $ | (646) | 6(i) | $ | - | $ | 182,227 | |||||||||||||||||||||||||||||||||||||||
| Cost of revenue | 46,612 | 27,342 | (646) | 6(i) | - | 111,277 | ||||||||||||||||||||||||||||||||||||||||||||
| 37,969 | 6(ii) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 66,955 | 41,964 | (37,969) | - | 70,950 | |||||||||||||||||||||||||||||||||||||||||||||
Operating expenses: | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 32,738 | 8,117 | 2,011 | 6(iv) | - | 42,866 | ||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 38,937 | 1,677 | 484 | 6(iv) | - | 41,100 | ||||||||||||||||||||||||||||||||||||||||||||
| 2 | 6(v) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition related costs | 7,619 | - | - | - | 7,619 | |||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 79,294 | 9,794 | 2,497 | - | 91,585 | |||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | (12,339) | $ | 32,170 | $ | (40,466) | $ | - | $ | (20,635) | ||||||||||||||||||||||||||||||||||||||||
| Interest income | 7,310 | - | (1,202) | 6(vii) | - | 6,108 | ||||||||||||||||||||||||||||||||||||||||||||
| Other expense, net | 174 | - | - | 2,024 | 7(iii) | 2,198 | ||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | (5,203) | $ | 32,170 | $ | (41,668) | $ | (2,024) | $ | (16,725) | ||||||||||||||||||||||||||||||||||||||||
| Income tax expense | 14 | - | - | 6(viii) | - | 7(v) | 14 | |||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (5,217) | $ | 32,170 | $ | (41,668) | $ | (2,024) | $ | (16,739) | ||||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic | 26,343 | - | - | 29,909 | ||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | 26,343 | - | - | 29,909 | ||||||||||||||||||||||||||||||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic | (0.20) | - | - | (0.56) | ||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | (0.20) | - | - | (0.56) | ||||||||||||||||||||||||||||||||||||||||||||||
| See accompanying notes to unaudited pro forma condensed combined financial information. | ||||||||||||||||||||||||||||||||||||||||||||||||||
5
| UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT | ||||||||||||||||||||||||||||||||
| For the Year ended December 31, 2025 | ||||||||||||||||||||||||||||||||
| (dollars in Thousands) | ||||||||||||||||||||||||||||||||
| SiTime Corporation (Historical) | Timing Product Business Reclassified (Note 3) | Transaction Accounting Adjustments | Notes | Financing Adjustments | Notes | Pro Forma Combined | ||||||||||||||||||||||||||
| Revenue | $ | 326,660 | $ | 207,744 | $ | (1,589) | 6(i) | $ | - | $ | 532,815 | |||||||||||||||||||||
| Cost of revenue | 151,674 | 96,086 | (1,589) | 6(i) | - | 403,274 | ||||||||||||||||||||||||||
| 151,875 | 6(ii) | |||||||||||||||||||||||||||||||
| 5,228 | 6(iii) | |||||||||||||||||||||||||||||||
| Gross profit | 174,986 | 111,658 | (157,103) | - | 129,541 | |||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
| Research and development | 118,893 | 29,347 | 8,210 | 6(iv) | - | 156,450 | ||||||||||||||||||||||||||
| Selling, general and administrative | 116,504 | 6,158 | 1,946 | 6(iv) | - | 124,615 | ||||||||||||||||||||||||||
| 7 | 6(v) | |||||||||||||||||||||||||||||||
| Acquisition related costs | 6,567 | - | 36,285 | 6(vi) | - | 42,852 | ||||||||||||||||||||||||||
| Total operating expenses | 241,964 | 35,505 | 46,448 | - | 323,917 | |||||||||||||||||||||||||||
| Income/(loss) from operations | $ | (66,978) | $ | 76,153 | $ | (203,551) | $ | - | $ | (194,376) | ||||||||||||||||||||||
| Interest income | 24,830 | - | (12,614) | 6(vii) | - | 12,216 | ||||||||||||||||||||||||||
| Other expense, net | 157 | - | - | 9,422 | 7(iii) | 9,579 | ||||||||||||||||||||||||||
| Income/(loss) before income taxes | $ | (42,305) | $ | 76,153 | $ | (216,165) | $ | (9,422) | $ | (191,739) | ||||||||||||||||||||||
| Income tax expense | 598 | - | - | 6(viii) | - | 7(iv) | 598 | |||||||||||||||||||||||||
| Net profit/(loss) | $ | (42,903) | $ | 76,153 | $ | (216,165) | $ | (9,422) | $ | (192,337) | ||||||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||||||||||
| Basic | 24,967 | - | - | 28,533 | ||||||||||||||||||||||||||||
| Diluted | 24,967 | - | - | 28,533 | ||||||||||||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||||||||
| Basic | (1.72) | - | - | (6.74) | ||||||||||||||||||||||||||||
| Diluted | (1.72) | - | - | (6.74) | ||||||||||||||||||||||||||||
| See accompanying notes to unaudited pro forma condensed combined financial information. | ||||||||||||||||||||||||||||||||
6
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Basis of Presentation
The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The historical information of SiTime Corporation and Timing Product Business is presented in accordance with accounting principles generally accepted in the United States of America.
The unaudited pro forma condensed combined balance sheet is presented as if the Acquisition had occurred on March 31, 2026, and the unaudited pro forma condensed combined income statement for the three months ended March 31, 2026, and for the year ended December 31, 2025, give effect to the Acquisition as if it occurred on January 1, 2025.
The unaudited pro forma condensed combined financial information is prepared using the acquisition method of accounting in accordance with the business combination accounting guidance as provided in Accounting Standards Codification 805, Business Combinations, with SiTime considered as the accounting acquirer for the Acquisition.
The unaudited pro forma condensed combined financial information does not give effect to the potential impact of any anticipated synergies or dyssynergies, operating efficiencies or inefficiencies, or of any integration costs that may result from the Acquisition. The pro forma adjustments represent the Company’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.
All terms defined in this section of the report are used solely for the purposes of this section and do not apply to any other section of this Form 8-K.
Note 2. Significant Accounting Policies
The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those set out in SiTime’s audited financial statements as of and for the year ended December 31, 2025. Upon completion of the Acquisition, management will perform a comprehensive review of the accounting policies between the two entities. Management has not made any adjustments to the pro forma condensed combined financial information related to any potential policy differences other than the adjustments described in Note 3 below. Upon completion of the Acquisition and management’s comprehensive review, management may identify differences in accounting policies between the two entities which, when conformed, could have a material impact on the consolidated financial statements of SiTime following the Acquisition.
Note 3. Reclassification and Accounting Policy Adjustments
Certain reclassifications and accounting policy adjustments are reflected in the pro forma adjustments to conform Timing Product Business’ presentation to SiTime’s in the unaudited pro forma condensed combined balance sheet and income statement. These reclassifications have no effect on previously reported shareholders’ equity, or income from continuing operations of the Company or Timing Product Business. The pro forma financial information may not reflect all reclassifications necessary to conform Timing Product Business’ presentation to that of SiTime due to limitations on the availability of information as of the date of this Form 8-K. Additional accounting policy differences and reclassification adjustments may be identified as more information becomes available.
Refer to the table below for a summary of reclassification adjustments made to conform the presentation of Timing Product Business Historical Statement of Assets Acquired and Liabilities with that of SiTime Historical Balance Sheet:
7
SiTime Corporation Historical Balance Sheet line item | Timing Product Business Historical Statement of Assets Acquired and Liabilities Assumed line item | Timing Product Business As of March 31, 2026 | Reclassification Adjustments | Notes | Timing Product Business Reclassified As of March 31, 2026 | |||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Current assets | ||||||||||||||||||||||||||||||||
Inventories | Inventory, net | $ | 5,228 | - | $ | 5,228 | ||||||||||||||||||||||||||
Total Current assets | 5,228 | - | 5,228 | |||||||||||||||||||||||||||||
Property and equipment, net | Property, plant, and equipment, net | 5,742 | - | 5,742 | ||||||||||||||||||||||||||||
Intangible assets, net | Intangible assets, net | 47,013 | - | 47,013 | ||||||||||||||||||||||||||||
Right-of-use assets, net | Right-of-use assets, net | 1,331 | - | 1,331 | ||||||||||||||||||||||||||||
Goodwill | Goodwill | 382,299 | - | 382,299 | ||||||||||||||||||||||||||||
Total assets | $ | 441,613 | - | $ | 441,613 | |||||||||||||||||||||||||||
Liabilities and Stockholders' Equity | ||||||||||||||||||||||||||||||||
Current liabilities | ||||||||||||||||||||||||||||||||
Accrued expenses and other current liabilities | $ | - | $ | 1,619 | 3(a), (b) | $ | 1,619 | |||||||||||||||||||||||||
Warranty and return liabilities | 1,394 | (1,394) | 3(a) | - | ||||||||||||||||||||||||||||
Lease liability – current | 225 | (225) | 3(b) | - | ||||||||||||||||||||||||||||
Total Current liabilities | 1,619 | - | 1,619 | |||||||||||||||||||||||||||||
- | - | |||||||||||||||||||||||||||||||
Other non-current liabilities | 1,231 | 3(b) | 1,231 | |||||||||||||||||||||||||||||
Lease liability – non-current | 1,231 | (1,231) | 3(b) | - | ||||||||||||||||||||||||||||
Total Liabilities | 2,850 | - | 2,850 | |||||||||||||||||||||||||||||
Commitment and contingencies | ||||||||||||||||||||||||||||||||
Stockholders’ equity | ||||||||||||||||||||||||||||||||
Additional paid-in capital | - | 438,763 | 3(c) | 438,763 | ||||||||||||||||||||||||||||
Total stockholders’ equity | - | 438,763 | 438,763 | |||||||||||||||||||||||||||||
Total liabilities and stockholders' equity | Net assets acquired | $ | 438,763 | $ | 438,763 | $ | 441,613 | |||||||||||||||||||||||||
(a)Reclassification of $1.4 million of warranty and return liabilities to accrued expenses and other current liabilities.
(b)Reclassification of lease liabilities, including $0.2 million of current lease liabilities to accrued expenses and other current liabilities and $1.2 million of non-current lease liabilities to other non-current liabilities.
(c)As the financial statements have been prepared to reflect the assets and liabilities attributable to the Timing Product Business, the net assets acquired amount of $438.8 million has been recorded within Additional paid-in capital to address the difference arising from the net presentation. This amount is subsequently eliminated as part of the pro forma transaction accounting adjustments, as described in Note 5(ix).
8
Refer to the table below for a summary of reclassifications made to conform the presentation of Timing Product Business Historical Statement of Revenue and Direct Expenses with that of SiTime Historical Income Statement for the period ended March 31, 2026:
SiTime Corporation Historical Income Statement line item | Timing Product Business Historical Statement of Revenue and Direct Expenses line item | Timing Product Business for the three-month period ended March 31, 2026 | Reclassification Adjustments | Notes | Timing Product Business Reclassified for the three-month period ended March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue | Product revenue | $ | 69,306 | $ | - | $ | 69,306 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Direct expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of revenue | 27,342 | 3(d), 3(g) | 27,342 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of Sales (exclusive of amortization shown separately below) | 15,936 | (15,936) | 3(d) | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit | $ | 41,964 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating expense: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development | 8,117 | 3(e) | 8,117 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development (exclusive of amortization shown separately below) | 8,117 | (8,117) | 3(e) | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative | 1,677 | 3(f), 3(g) | 1,677 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative (exclusive of amortization shown separately below) | 1,669 | (1,669) | 3(f) | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of intangible assets | 11,414 | (11,414) | 3(g) | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total operating expenses | 9,794 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income (loss) from operations | 32,170 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | 32,170 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | Revenue less direct expenses | $ | 32,170 | - | $ | 32,170 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
(d)Reflects the adjustment to reclassify $15.9 million of Cost of Sales (exclusive of amortization shown separately below) to Cost of revenue.
(e)Reflects the adjustment to reclassify $8.1 million of Research and development (exclusive of amortization shown separately below) to Research and development.
(f)Reflects the adjustment to reclassify $1.7 million of Selling, general and administrative (exclusive of amortization shown separately below) to Selling, general and administrative.
(g)Reflects the adjustment to reclassify $11.4 million of amortization expense related to intangible assets based on the nature of the underlying assets to cost of revenue.
Refer to the table below for a summary of reclassification made to conform the presentation of Timing Product Business Historical Statement of Revenue and Direct Expenses with that of SiTime Historical Income Statement for the year ended December 31, 2025:
9
SiTime Corporation Historical Income Statement line item | Timing Product Business Historical Statement of Revenue and Direct Expenses line item | Timing Product Business for the year ended December 31, 2025 | Reclassification Adjustments | Notes | Timing Product Business Reclassified for the year ended December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||
Revenue | Product revenue | $ | 207,744 | - | $ | 207,744 | |||||||||||||||||||||||||||||||||||||||||||||||
Direct expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of revenue | 96,086 | 3(h), 3(k) | 96,086 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of Sales (exclusive of amortization shown separately below) | 50,461 | (50,461) | 3(h) | - | |||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit | 111,658 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating expense: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development | 29,347 | 3(i) | 29,347 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development (exclusive of amortization shown separately below) | 29,347 | (29,347) | 3(i) | - | |||||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative | 6,158 | 3(j), 3(k) | 6,158 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative (exclusive of amortization shown separately below) | 6,124 | (6,124) | 3(j) | - | |||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of intangible assets | 45,659 | (45,659) | 3(k) | - | |||||||||||||||||||||||||||||||||||||||||||||||||
Total operating expenses | 35,505 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Income (loss) from operations | 76,153 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | 76,153 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | Product revenue less direct expenses | $ | 76,153 | - | $ | 76,153 | |||||||||||||||||||||||||||||||||||||||||||||||
(h)Reflects the adjustment to reclassify $50.5 million of Cost of Sales (exclusive of amortization shown separately below) to Cost of revenue.
(i)Reflects the adjustment to reclassify $29.4 million of Research and development (exclusive of amortization shown separately below) to Research and development.
(j)Reflects the adjustment to reclassify $6.1 million of Selling, general and administrative (exclusive of amortization shown separately below) to Selling, general and administrative.
(k)Reflects the adjustment to reclassify $45.7 million of amortization expense related to intangible assets based on the nature of the underlying assets, of which $45.6 million was reclassified to cost of revenue and $0.1 million to selling, general and administrative expenses.
Note 4. Calculation of Acquisition Consideration and Preliminary Purchase Price Allocation
The unaudited pro forma condensed combined financial information reflects the acquisition of Timing Product Business for an estimated preliminary acquisition consideration of $4.5 billion. The fair value of the acquisition consideration expected to be transferred on the closing date includes the value of the estimated cash consideration; the estimated fair value of approximately 3.57 million shares of SiTime common stock to be transferred, determined using the ceiling price of $417.6104 as per the Asset Purchase Agreement, and valued using the price per share of SiTime common stock as of May 13, 2026; the estimated fair value of assumed Timing Product Business equity awards attributable to pre-combination services; and the estimated impact of the effective settlement of pre-existing relationship between SiTime and Timing Product Business. The calculation of estimated acquisition consideration is as follows:
10
Consideration transferred (In thousands) | Amounts | ||||
Cash consideration | $ | 1,500,000 | |||
Stock consideration | 2,978,773 | ||||
Pre-combination portion of stock compensation arrangements (a) | 38 | ||||
Settlement of pre-existing relationships (b) | 3,105 | ||||
Fair value of purchase consideration transferred | $ | 4,481,916 | |||
(a)Represents the estimated fair value of replacement equity awards issued by SiTime that is attributable to pre-combination service. In accordance with ASC 805, this portion is included as part of the purchase consideration, while the post-combination service component is recognized as compensation expense over the requisite service period in Note 6(iv).
(b)Represents the effective settlement of pre-existing arrangements between SiTime and the Timing Product Business, comprising of a royalty income receivable and a contract-based royalty intangible asset, which are considered settled as part of the business combination in accordance with ASC 805. The amounts associated with these balances have been included in the determination of purchase consideration, with the corresponding derecognition of the related assets in Note 5(i). The Company has evaluated the underlying contractual terms of the royalty arrangement and concluded that they are consistent with prevailing market conditions. Accordingly, no off-market element has been identified, and no separate gain or loss has been recognized upon settlement.
The final consideration transferred may differ materially from the amounts presented in the unaudited pro forma condensed combined financial information due to movements in the Company’s estimated common stock price up to the Closing Date. A sensitivity analysis related to the fluctuation in the estimated common stock price was performed to assess the impact of a hypothetical change of 10% on the Common Stock price, the estimated consideration transferred, and the resulting estimated goodwill as of the Closing Date.
The following table shows the effect of changes in the Company’s estimated common stock price and the resulting impact on the estimated consideration transferred and goodwill:
Share Price Sensitivity | |||||||||||
(In thousands, except per share data) | SiTime’s Common share price | Consideration Transferred | Goodwill | ||||||||
As presented | $ | 835.31 | $ | 4,481,916 | $ | 2,902,078 | |||||
10% increase | $ | 918.84 | $ | 4,779,793 | $ | 3,199,955 | |||||
10% decrease | $ | 751.78 | $ | 4,184,039 | $ | 2,604,201 | |||||
Preliminary Purchase Price Allocation
Under the acquisition method of accounting, Timing Product Business’ identifiable assets acquired, and liabilities assumed by SiTime will be recorded at the acquisition date fair values. The excess purchase price over the fair value of identifiable assets and liabilities is recorded as goodwill. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and are prepared to illustrate the estimated effect of the acquisition. The final determination of the purchase price allocation will be completed as soon as practicable after the completion of the acquisition and will be based on the fair values of the assets acquired and liabilities assumed as of the Closing Date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial information. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth below. The following table sets forth a preliminary allocation of the estimated acquisition consideration to Timing Product Business’ identifiable tangible and intangible assets expected to be acquired and liabilities expected to be assumed by SiTime, as if the acquisition has been completed on March 31, 2026, based on the unaudited
11
combined balance sheet of the Timing Product Business as of March 31, 2026, adjusted for the reclassifications and accounting policy adjustments as discussed in Note 3, with the excess recorded as goodwill:
Preliminary allocation of consideration transferred | |||||
(In thousands) | Fair value | ||||
Inventories | $ | 10,456 | |||
Property and equipment, net | 5,742 | ||||
Intangible assets, net | 1,565,034 | ||||
Right-of-use assets, net | 1,524 | ||||
Total assets | $ | 1,582,756 | |||
Accrued expenses and other current liabilities | 1,630 | ||||
Other non-current liabilities | 1,288 | ||||
Net assets acquired (a) | $ | 1,579,838 | |||
Estimated purchase consideration (b) | 4,481,916 | ||||
Goodwill (b) – (a) | $ | 2,902,078 | |||
Goodwill represents the excess of the preliminary estimated purchase consideration over the estimated fair value of the underlying net assets acquired. Goodwill will not be amortized but instead will be reviewed for impairment annually on the first day of the fourth fiscal quarter, or more frequently if facts and circumstances warrant a review. Goodwill is attributable to the assembled workforce of Timing Product Business, and planned growth within existing and new markets, and customers. Goodwill recognized in the acquisition is expected to be deductible for tax purposes.
SiTime has not recorded any deferred tax assets or liabilities in connection with the Acquisition as a majority of the transaction will be completed as an asset purchase for U.S. federal income tax purposes, and SiTime will receive stepped-up tax basis in the assets acquired and liabilities assumed equal to the respective fair market values on the date of the Acquisition. Therefore, there is no basis difference in the assets acquired and liabilities assumed. There is also no change to SiTime’s valuation allowance position in the U.S. due to the Acquisition. Management is currently finalizing the tax structure of this acquisition.
Note 5. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
(i)Represents the estimated preliminary acquisition consideration of approximately $4.5 billion, consisting of (a) the estimated cash consideration to be paid at closing, (b) the estimated fair value of approximately 3.57 million shares of SiTime common stock to be issued, calculated using the SiTime common stock price as of May 13, 2026, (c) the estimated fair value of Timing Product Business equity awards assumed in the transaction that are attributable to pre‑combination services, and (d) the effective settlement of pre-existing relationships between SiTime and Timing Product Business, comprising an accounts receivable of $0.6 million and contract based royalty intangible asset of $2.5 million, which are effectively settled as part of the business combination.
(ii)Reflects estimated non-recurring transaction-related expenses of $41.6 million incurred by SiTime, including legal, accounting and regulatory fees directly associated with the Acquisition assumed to be paid at the closing date.
(iii)Reflects the pro forma adjustment to give effect to the assumed maturity of short‑term investments and the application of the related net proceeds to fund a portion of the cash consideration payable in connection with the Acquisition.
(iv)Reflects the adjustment to inventory to record the acquired inventory at estimated fair value, determined based on the estimated selling price of the inventory in the ordinary course of business, less costs to sell, resulting in a fair value equal to historical inventory cost plus an estimated gross profit margin calculated on a cost basis.
(v)Represents the net adjustment to the estimated fair value of intangible assets acquired in the Acquisition. Preliminary identifiable intangible assets in the pro forma financial information are provided in the table below. The amortization related to these identifiable intangible assets is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statements of
12
income, as further described in Note 6(i). The identifiable intangible assets and related amortization are preliminary and are based on management’s estimates after consideration of similar transactions.
The general categories of the acquired identified intangible assets are the following:
(In thousands) | Fair value | Estimated Useful Life (in years) | ||||||
Developed technology | $ | 1,165,000 | 8 | |||||
Software | 34 | 2 | ||||||
Customer related assets | 375,000 | 8 | ||||||
Trade names, trademarks and domain names | 25,000 | 5 | ||||||
Total identifiable intangible assets | $ | 1,565,034 | ||||||
Historical intangible assets carrying value | 47,013 | |||||||
Pro forma adjustment | $ | 1,518,021 | ||||||
(vi)Reflects the elimination of Timing Product Business’ historical lease balances upon remeasurement at fair value.
(vii)Reflects the recognition of right-of-use asset and lease liability of $1.5 million upon remeasurement of the lease balances at SiTime’s weighted average incremental borrowing rate, in accordance with ASC 842.
(viii)Represents the adjustment to goodwill based on the purchase price allocation.
(In thousands) | Amounts | ||||
Goodwill resulting from the Acquisition | $ | 2,902,078 | |||
Less: Timing Product Business’ historical goodwill | (382,299) | ||||
Pro forma adjustment | $ | 2,519,779 | |||
(ix)Reflects the elimination of Timing Product Business’ historical equity upon Closing Date.
Note 6. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Income statement
(i)Reflects the elimination of intercompany royalty revenues and expenses arising from the licensing arrangement between Aura Semiconductor Pvt. Ltd. (“Aura”), and the Timing Product Business, following the effective settlement of the related contract-based royalty intangible asset and royalty income receivable recorded as a balance sheet adjustment in Note 5(i) above.
(ii)Represents the adjustment to record elimination of historical amortization expense and recognition of new amortization expense related to acquired identifiable intangible assets based on the estimated fair value and the associated estimated useful life. Amortization expense is calculated based on the estimated fair value of each of the identifiable intangible assets and the associated estimated useful life as discussed in Note 5(v). The amortization is based on the periods over which the economic benefits of the intangible assets are expected to be realized, which are subject to adjustment as additional information becomes available.
13
Amortization Expense (In thousands) | For the three months ended March 31, 2026 | For the year ended December 31, 2025 | ||||||
Developed technology | $ | 36,406 | $ | 145,625 | ||||
Customer related assets | 11,719 | 46,875 | ||||||
Trade names, trademarks and domain names | 1,250 | 5,000 | ||||||
Total identifiable intangible assets | 49,375 | 197,500 | ||||||
Less: historical amortization expense | 11,406 | 45,625 | ||||||
Pro forma adjustment for incremental amortization expense | $ | 37,969 | $ | 151,875 | ||||
(iii)Reflects the adjustment to cost of revenue to recognize the incremental fair value step‑up associated with acquired inventory as the inventory is consumed, based on the assumption that the inventory has a turnover period of less than one year and is sold in the ordinary course of business within the pro forma periods presented.
(iv)Reflects the adjustment to recognize stock-based compensation expense of $2.5 million for the three months ended March 31, 2026, and $10.2 million for the year ended December 31, 2025, related to the replacement awards and the reversal of expense previously recognized for the original awards.
(v)Represents the pro forma adjustment to record incremental lease expense based on the remeasurement of lease liabilities and right of use assets using SiTime’s incremental borrowing rate, less historical lease expense.
(vi)Reflects estimated non-recurring transaction-related expenses of $36.3 million incurred by SiTime, including legal, accounting and regulatory fees directly associated with the Acquisition. These non-recurring expenses are not anticipated to affect the unaudited pro forma condensed combined income statement beyond twelve months after the closing date.
(vii)Reflects the partial derecognition of interest income on the portion of cash and short-term investments assumed to be utilized to fund the Cash Consideration. The eliminated portion represents interest income that would not have been earned had the Acquisition been completed on January 1, 2025.
(viii)SiTime has historically determined that it is not more-likely-than-not that its deferred tax assets will be realized in the U.S. and has maintained a valuation allowance against its net U.S. deferred tax assets. For the pro forma financial statements, SiTime assumes that all revenue and expenses of the Timing Product Business will be reflected in its U.S. operations. Due to SiTime’s sufficient net operating loss carry forwards and full valuation allowance, no preliminary tax expense or benefit has been recorded for the Timing Product Business revenue and expenses or the pro forma adjustments. Management is currently finalizing the tax structure of this acquisition.
Note 7. Financing Adjustments
(i)Reflects the estimated impact of issuance of Permanent Financing on cash, including cash proceeds received and the corresponding recognition of a debt liability, net of cash outflows for estimated Permanent Financing costs along with cash outflows related to estimated premiums paid for Capped Call Transactions.
(In thousands) | As of March 31, 2026 | ||||
Proceeds from Permanent Financing | $ | 1,250,000 | |||
Payment of debt issuance costs for Permanent Financing | (34,394) | ||||
Payment for Capped Call Transactions | (100,000) | ||||
Pro forma adjustment to cash and cash equivalents | $ | 1,115,506 | |||
The $100 million premium paid for the Capped Call Transactions is recorded as reduction to additional paid-in capital. The Capped Call Transactions are expected to be classified as equity and have no impact on the unaudited pro forma condensed combined income statement.
14
(ii)Reflects the elimination of $1.4 million of commitment fees associated with the Bridge Facility and $0.6 million of legal costs. The commitment fees have been recognized as interest expense in the pro forma income statement for the year ended December 31, 2025, in Note 7(iii) below, consistent with reflecting the financing as if it had occurred at the beginning of the period. The legal costs have been treated as debt issuance costs associated with the Permanent Financing and are amortized over the respective terms of the instruments using the effective interest method in Note 7(iii) below.
(iii)Reflects pro forma interest expense related to the Permanent Financing, of $2.0 million for the three months ended March 31, 2026, and $9.4 million for the year ended December 31, 2025, including interest expense on Permanent Financing and commitment fees on the Revolver Loan and Bridge Facility.
(iv)Due to forwards and full valuation SiTime’s sufficient net operating loss carry allowance, no preliminary tax expense or benefit has been recorded for the financing adjustments. See Note 6(viii) above for further details.
Note 8. Net Loss Per Share
Represents the pro forma basic and diluted net loss per share attributable to common stockholders calculated using the historical weighted average common shares outstanding of SiTime, adjusted for additional common shares to be issued as part of purchase consideration in connection with the Acquisition.
SiTime considered the potential dilutive effect of (a) additional SiTime RSUs to be issued in conjunction with the acquisition and (b) the conversion of convertible notes expected to be issued in conjunction with Permanent Financing. However, the potential common shares outstanding are not included in the computation of pro forma diluted net loss per share as their effect would be anti-dilutive.
The following table sets forth the computation of pro forma basic and diluted net loss per share attributable to common stockholders for the periods presented:
(In thousands, except per share data) | For the Three months ended March 31, 2026 | For the Year ended December 31, 2025 | ||||||
Numerator: | ||||||||
Pro forma net loss attributable to common stockholders | $ | (16,739) | $ | (192,337) | ||||
Denominator: | ||||||||
Historical SiTime weighted average shares used to compute basic and diluted net loss per share | 26,343 | 24,967 | ||||||
Shares of SiTime common stock to be issued in connection with the acquisition | 3,566 | 3,566 | ||||||
Pro forma weighted average shares used to compute basic and diluted net loss per share: | 29,909 | 28,533 | ||||||
Net loss per share: | ||||||||
Pro forma net loss attributable to common stockholders per share, basic and diluted | $ | (0.56) | $ | (6.74) | ||||
15
The following table presents the potential common shares outstanding that were excluded from the computation of pro forma diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive:
(In thousands, except per share data) | ||||||||
For the Three months ended March 31, 2026 | For the Year ended December 31, 2025 | |||||||
Historical SiTime restricted stock units | 515 | 820 | ||||||
Restricted stock units to be issued in connection with the acquisition | 51 | 51 | ||||||
Shares of SiTime common stock to be issued upon conversion of the convertible debt in connection with the acquisition | 1,069 | 1,069 | ||||||
Pro forma potential dilutive securities | 1,635 | 1,940 | ||||||
16