Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Pursuant to Rule 3-05 of Regulation S-X, the Company is filing herewith the unaudited interim combined financial statements of the Timing Product Business as of June 30, 2026, and for the six months ended June 30, 2026 and 2025, which are filed as Exhibit 99.1 and incorporated by reference herein.…
SiTime is the Precision Timing company. Our semiconductor MEMS programmable solutions offer a rich feature set that enables customers to differentiate their products with higher performance, smaller size, lower power, and better reliability. With more than 4 billion devices shipped, SiTime is changing the timing industry. For more information, visit www.sitime.com.
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Item 9.01Item 9.01 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Pursuant to Rule 3-05 of Regulation S-X, the Company is filing herewith the unaudited interim combined financial statements of the Timing Product Business as of June 30, 2026, and for the six months ended June 30, 2026 and 2025, which are filed as Exhibit 99.1 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 June 30, 2026 (unaudited);
• Statements of Revenue and Direct Expenses for the six months ended June 30, 2026 and 2025 (unaudited); and
• Notes to the Interim Combined Financial Statements (unaudited).
The Company previously filed the audited combined financial statements of the Timing Product Business as of and for the years ended December 31, 2025 and 2024 as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on May 19, 2026 and incorporated by reference herein.
(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 June 30, 2026, of the Company, giving effect to the Acquisition as if it had been completed on June 30, 2026; and (ii) the unaudited pro forma condensed combined income statements for the six months ended June 30, 2026 and the year ended December 31, 2025, each giving effect to the Acquisition and the related financing as if they had been completed on January 1, 2025, and include:
• Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026;
• Unaudited Pro Forma Condensed Combined Income Statement for the six months ended June 30, 2026;
• Unaudited Pro Forma Condensed Combined Income Statement for the year ended December 31, 2025; and
• Notes to Unaudited Pro Forma Condensed Combined Financial Information.
The unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.2 and incorporated by reference herein.
The pro forma financial information included as Exhibit 99.2 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.
Exhibits.
Exhibit No. Description
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99.1 Historical unaudited interim combined financial statements of the Timing Product Business and related notes as of June 30, 2026 and for the six months ended June 30, 2026 and 2025.
99.2 Unaudited pro forma condensed combined financial information of SiTime Corporation and related notes as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025.
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EX-99.1
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ex991-renesastimingbusines.htm
EX-99.1
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TIMING PRODUCT BUSINESS (A product line of Renesas) Interim Combined Financial Statements (Unaudited)
Statements of Assets Acquired and Liabilities Assumed as of June 30, 2026 (Unaudited) and December 31, 2025
Statements of Revenue and Direct Expenses (Unaudited) for the three and six months ended June 30, 2026 and 2025
TIMING PRODUCT BUSINESS (A product line of Renesas)
TABLE OF CONTENTS Page
Interim Combined Financial Statements
Interim Statements of Assets Acquired and Liabilities Assumed as of June 30, 2026 (Unaudited) and 3 December 31, 2025
Interim Statements of Revenue and Direct Expenses (Unaudited) for the three and six months ended 4 June 30, 2026 and 2025
Notes to the Interim Combined Financial Statements (Unaudited) 5
TIMING PRODUCT BUSINESS (A product line of Renesas)
STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED AS OF JUNE 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025
(US dollars in thousands)
June 30, December 31,
2026 2025
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Open exhibit ↗EX-99.2 (by filename) ex992-sitimeproformafsxytd.htm
EX-99.2
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ex992-sitimeproformafsxytd.htm
EX-99.2
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information presents the pro forma effects of the acquisition of certain net assets of the Timing Product Business of Renesas Electronics Corporation by SiTime Corporation on July 1, 2026, along with effects of other related transactions described below.
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 agreed to sell, and to 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 a number of shares of common stock, $0.0001 par value per shar…
