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What changed in SITIME Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SITIME Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+326 added−304 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-14)

Top changes in SITIME Corp's 2025 10-K

326 paragraphs added · 304 removed · 247 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

58 edited+23 added−12 removed78 unchanged
Biggest changeLtd. and certain of its affiliated entities (together, "Aura") relating to Aura's timing business and clock products that significantly expands our presence within the clocking market. With the addition of all four categories of clock products including network synchronizers, jitter cleaners, clock generators, and buffers, we now offer a comprehensive portfolio of timing solutions.
Biggest changeIn December 2023, we acquired clocking products through the acquisition of certain assets and the exclusive license to certain intellectual property from Aura Semiconductor Pvt. Ltd. and certain of its affiliated entities (together, "Aura") relating to Aura's timing business and clock products that significantly expands our presence within the clocking market.
Our all-silicon solutions are based on four fundamental areas of technical expertise: micro-electro-mechanical systems (“MEMS”), analog mixed-signal design, and advanced system-level integration and software. This expertise, along with the knowledge of our customers' systems, gives our products a significant edge as we address customers’ complex timing problems.
Our all-silicon solutions are based on four fundamental areas of technical expertise: micro-electro-mechanical systems (“MEMS”), analog mixed-signal design, advanced system-level integration, and software. This expertise, along with the knowledge of our customers' systems, gives our products a significant edge as we address customers’ complex timing problems.
We leverage our global network of distributors to address the broad set of end markets we serve. For our largest accounts, dedicated sales personnel work with the end customer to ensure that our solutions fully address the customer’s timing needs.
We leverage our global network of distributors to address the broad set of end markets we serve. For our largest accounts, dedicated sales personnel work with the end customer to ensure that our solutions fully address the end customer’s timing needs.
Specifically, its ability to integrate with other circuits in standard semiconductor packages has made scalable standard manufacturing possible for resonators and broader timing technology. MEMS timing products can operate in a wide range of frequencies, are more resistant to vibration, mechanical shock, and temperature changes, and are less susceptible to frequency jumps.
Specifically, its ability to integrate with other circuits in standard semiconductor packages has made scalable standard manufacturing possible for resonators and broader timing technology. MEMS-based timing products can operate in a wide range of frequencies, are more resistant to vibration, mechanical shock, and temperature changes, and are less susceptible to frequency jumps.
Our Precision Timing solutions are the heartbeat of our customers’ electronic systems, providing the timing functionality that is needed for electronics to operate reliably and accurately. We provide Precision Timing solutions that are differentiated by high performance, high resilience, and high reliability, along with programmability, small size, and low power consumption.
Our Precision Timing products are the heartbeat of our customers’ electronic systems, providing the timing functionality that is needed for electronics to operate reliably and accurately. We provide Precision Timing solutions that are differentiated by high performance, high resilience, and high reliability, along with programmability, small size, and low power consumption.
We believe that we have an advantage in delivering such integrated clocking solutions because the expertise related to these high-performance technologies resides in house. • Leveraged product development : Our solutions employ different combinations of MEMS and circuit components, enabling us to generate a vast number of custom part numbers, including over 40,000 unique part numbers shipped as of December 31, 2024. • Rapid time to market : Our solutions can typically be delivered within weeks of initial customer order and configuration, enabling us to reduce our end customers’ time to market.
We believe that we have an advantage in delivering such integrated clocking solutions because the expertise related to these high-performance technologies resides in house. • Leveraged product development : Our solutions employ different combinations of MEMS and circuit components, enabling us to generate a vast number of custom part numbers, including over 40,000 unique part numbers shipped as of December 31, 2025. • Rapid time to market : Our solutions can typically be delivered within weeks of initial customer order and configuration, enabling us to reduce our end customers’ time to market.
Here, timing ensures that the system runs smoothly and reliably by providing and distributing clock signals to various critical components such as central processing units, communication and interface ICs, and radio frequency components.
Timing ensures that the system runs smoothly and reliably by providing and distributing clock signals to various critical components such as central processing units, communication and interface ICs, and radio frequency components.
Additionally, many of our products have added integrated functions such as on-chip regulators and load capacitors which reduce the need for external components and decrease the overall system size. 9 Table of Contents • Low power : Our solutions operate at low power levels and have differentiated power-saving features such as NanoDrive™ and FlexSwing™, making them well-suited for mobile, IoT and other power-sensitive applications.
Additionally, many of our products have added integrated functions such as on-chip regulators and load capacitors which reduce the need for external components and decrease the overall system size. 10 Table of Contents • Low power : Our solutions operate at low power levels and have differentiated power-saving features such as NanoDrive™ and FlexSwing™, making them well-suited for mobile, IoT and other power-sensitive applications.
In an electronic system, these three product types may be used individually or in combination, depending on the end product’s performance, price, and size requirements.
In an electronic system, these three product component types may be used individually or in combination, depending on the end product’s performance, price, and size requirements.
The following table illustrates our current portfolio of products by target end market: 11 Table of Contents Products by Market Communications, Datacenter, & Enterprise Automotive, Aerospace & Defense, Industrial Mobile, IoT & Consumer Low Jitter Oscillators High Temp Oscillators Clock Generators Low Power Oscillators DCXO In-System Programmable Low Jitter Oscillators Clock Buffers μPower 32 kHz Oscillators VCXO DCXO In-System Programmable Network Synchronizers/ Jitter Cleaners μPower 32 kHz TCXO TCXO/VCTCXO/ DCTCXO VCXO OCXO/DCOCXO Low Power TCXO OCXO/DCOCXO Low Power Oscillators Low Power DCXO Network Synchronizers/ Jitter Cleaners Spread Spectrum Oscillators Active Resonators Clock Generators TCXO/VCTCXO/ DCTCXO TCXO/VCTCXO/ DCTCXO Clock Buffers μPower 32 kHz Oscillators Spread Spectrum Oscillators Our Customers While our sales personnel interact directly with our end customers to sell our Precision Timing products, such sales are executed through distributors, who in turn sell our products to our end customers.
The following table illustrates our current portfolio of products by target end market: 12 Table of Contents Products by Market Communications, Datacenter, & Enterprise Automotive, Industrial, & Aerospace & Defense Mobile, IoT & Consumer Low Jitter Oscillators High Temp Oscillators Clock Generators Low Power Oscillators DCXO In-System Programmable Low Jitter Oscillators Clock Buffers μPower 32 kHz Oscillators VCXO DCXO In-System Programmable Network Synchronizers/ Jitter Cleaners μPower 32 kHz TCXO TCXO/VCTCXO/ DCTCXO VCXO OCXO/DCOCXO Low Power TCXO OCXO/DCOCXO Low Power Oscillators Low Power DCXO Network Synchronizers/ Jitter Cleaners Spread Spectrum Oscillators Active Resonators Clock Generators TCXO/VCTCXO/ DCTCXO TCXO/VCTCXO/ DCTCXO Clock Buffers μPower 32 kHz Oscillators Spread Spectrum Oscillators Synchronization software Our Customers While our sales personnel interact directly with our end customers to sell our Precision Timing products, such sales are executed through distributors, who in turn sell our products to our end customers.
Precision timing, a category that SiTime created ("Precision Timing") fills this need with the performance, power, size, and cost that is required by these applications. We are a leading provider of Precision Timing solutions to the global electronics industry.
Precision timing, a category that SiTime created ("Precision Timing") fills this need with the performance, resilience, reliability, power, size, and cost that is required by these applications. We are a leading provider of Precision Timing solutions to the global electronics industry.
We intend to continue to broaden our product portfolio by offering additional varieties of oscillators, expanding into the clock IC market and growing our business in standalone resonators. 10 Table of Contents • Continue to attract and acquire new customers .
We intend to continue to broaden our product portfolio by offering additional varieties of oscillators, expanding into the clock IC market and growing our business in standalone resonators. 11 Table of Contents • Continue to attract and acquire new customers .
In the event we receive an adverse result in 14 Table of Contents any litigation, we could be required to pay substantial damages, seek licenses from third parties, which may not be available on reasonable terms or at all, cease sale of products, expend significant resources to develop alternative technology, or discontinue the use of processes requiring the relevant technology.
In the event we receive an adverse result in any litigation, we could be required to pay substantial damages, seek licenses from third parties, which may not be available on reasonable terms or at all, cease sale of products, expend significant resources to develop alternative technology, or discontinue the use of processes requiring the relevant technology.
However, we cannot guarantee that we have entered into such agreements with every such party and we may not have adequate remedies in case of a breach of any such agreements. Our trade secrets could be disclosed to our competitors or others may independently develop substantially equivalent technologies or otherwise gain access to our trade secrets.
However, we cannot guarantee that we have entered into such agreements with every such party and we may not have adequate remedies in case of a breach of any such agreements. Our trade secrets could be disclosed to our 15 Table of Contents competitors or others may independently develop substantially equivalent technologies or otherwise gain access to our trade secrets.
Beyond the well-established strategic account portfolio, we target a broad base of small to mid-size electronics OEMs and ODMs that accelerate growth and market expansion for SiTime. We intend to continue to expand our sales and marketing efforts through increased collaboration with our distributors.
Beyond the well-established strategic account portfolio, we target a broad base of small to mid-size electronics original equipment manufacturers ("OEMs") and original design manufacturers that accelerate growth and market expansion for SiTime. We intend to continue to expand our sales and marketing efforts through increased collaboration with our distributors.
In addition, in 2022, we launched SiTimeDirect, a self-service online store supporting 24/7 sales of SiTime oscillators. Our expert inside sales team supports a “self-service model” for customers. SiTime’s unique programmability combined with the convenience of an online store, with rapid configuration and fulfillment, makes SiTimeDirect a unique approach in the semiconductor industry for Precision Timing solutions.
In addition, SiTimeDirect, which is a self-service online store, supports 24/7 sales of SiTime oscillators. Our expert inside sales team supports a “self-service model” for customers. SiTime’s unique programmability combined with the convenience of an online store, with rapid configuration and fulfillment, makes SiTimeDirect a unique approach in the semiconductor industry for Precision Timing solutions.
Competition The global semiconductor market in general, and the timing market in particular, is highly competitive. We expect competition to increase and intensify as additional companies enter our markets and as internal resources of large original equipment manufacturers (“OEMs”) grow.
Competition The global semiconductor market in general, and the timing market in particular, is highly competitive. We expect competition to increase and intensify as additional companies enter our markets and as internal resources of large OEMs grow.
(“Apple”), our largest end customer. As a result, we believe revenue attributable to our largest end customer accounted for approximately 22%, 21%, and 20% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively.
As a result, we believe revenue attributable to our largest end customer accounted for approximately 17%, 22%, and 21% of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively.
SiTime is now a key provider of all differentiated products in timing – oscillators, clocks, and resonators combined with depth in engineering expertise in Precision Timing solutions. We sell our products primarily through distributors, who in turn sell to our end customers. We also sell products directly to some of our end customers.
SiTime is now a key provider of all differentiated products in timing - oscillators, clocks, and resonators - combined with synchronization software and deep engineering expertise in Precision Timing solutions. 7 Table of Contents We sell our products primarily through distributors, who in turn sell to our end customers. We also sell products directly to some of our end customers.
Our products have been designed into over 300 applications across our target markets, including communications, datacenter and enterprise, automotive, industrial, aerospace, mobile, internet of things (“IoT”), and consumer. Our current solutions include various types of oscillators, as well as clock integrated circuits (“ICs”) and resonators.
Our products have been designed into over 400 applications across our target markets, including artificial intelligence ("AI") systems, datacenter, communications, enterprise, automotive, industrial, aerospace, defense, mobile, Internet of Things (“IoT”), and consumer. Our current solutions include various types of oscillators, as well as clock integrated circuits (“ICs”), resonators, and synchronization software.
As a result, we believe our products are well-positioned to be designed into their current systems and we are well-positioned to develop next generation solutions for their future products. Pernas Electronics Co., Ltd. (“Pernas”), Arrow Electronics, Inc.
As a result, we believe our products are well-positioned to be designed into their current systems and we are well-positioned to develop next generation solutions for their future products.
In addition, as electronic systems become more complex, feature-rich, and robust, they require more sophisticated timing systems that can seamlessly integrate a variety of oscillators, clock ICs, and resonators in various system-level combinations. This seamless integration is more difficult with legacy quartz systems. These limitations impact the precision and quality of the timing signal in harsh conditions.
In addition, as electronic systems become more complex, feature-rich, and robust, they require 8 Table of Contents more sophisticated timing systems that can seamlessly integrate a variety of oscillators, clock ICs, and resonators in various system-level combinations. This seamless integration is more difficult with legacy quartz systems.
By pairing the new SiTime clocking products with our MEMS oscillators and/or our resonators, we expect to be able to offer a more complete clock tree that is simpler to design with higher performance, and more resilient to environmental stressors with better reliability.
By pairing the new SiTime clocking products with our MEMS oscillators and/or our resonators, we expect to be able to offer a more complete clock tree that is simpler to design with higher performance, more resilient to environmental stressors and has higher reliability. In June 2025, we launched our suite of synchronization software, with the TimeFabric Software suite.
As of December 31, 2024, we had 395 full-time equivalent employees located in locations including the United States, France, Malaysia, the Netherlands, Taiwan, Japan, Finland, Ukraine, Germany, South Korea, and India, including 182 in research and development, 143 in sales, general, and administrative, and 70 in operations.
As of December 31, 2025, we had 441 full-time equivalent employees located in locations including the United States, France, Malaysia, the Netherlands, Taiwan, Japan, Finland, Ukraine, Germany, South Korea, India, and Singapore, including 239 in research and development, 162 in sales, general, and administrative, and 40 in operations.
Precision MEMS Timing Solutions Poised to Disrupt the Market In recent years, advances in silicon-based manufacturing and packaging techniques have allowed the development of alternatives to quartz crystal technology. We believe that MEMS is an ideal technology for resonator design.
These limitations impact the precision and quality of the timing signal in harsh conditions. Precision MEMS Timing Solutions are Disrupting the Market In recent years, advances in silicon-based manufacturing and packaging techniques have allowed the development of alternatives to quartz crystal technology. We believe that MEMS is an ideal technology for resonator design.
These devices range from smartphones and personal wearable devices to electronics embedded in appliances and industrial machinery. Many of these devices need to package a significant amount of electronics in a limited battery-powered and size-constrained form factor, while still requiring high performance and high accuracy.
Many of these devices need to package a significant amount of electronics in a limited battery-powered and size-constrained form factor, while still requiring high performance and high accuracy.
We strive to attract and retain the most talented employees in the industry and across the globe by offering competitive compensation and benefits that support their health, financial, and emotional well-being. Our compensation philosophy is based on rewarding each employee’s individual contributions. We use a combination of fixed and variable pay including base salary, bonuses, performance awards, and stock-based compensation.
We strive to attract and retain the most talented employees in the industry and across the 16 Table of Contents globe by offering competitive compensation and benefits that support their health, financial, and emotional well-being. Our compensation philosophy is based on rewarding each employee’s individual contributions.
Our ability to combine our MEMS resonators with analog-mixed signal components in a fabless semiconductor supply chain allows us to build full timing solutions from the ground up, enabling our customers to focus on their core expertise.
We design and develop each key building block of the timing system, from MEMS resonators to oscillator circuits to clock ICs to software. Our ability to combine our MEMS resonators with analog-mixed signal components in a fabless semiconductor supply chain allows us to build full timing solutions from the ground up, enabling our customers to focus on their core expertise.
Additionally, as electronics continue to proliferate in all industries and areas of our daily life, digital devices are increasingly subjected to less controlled environments, making resiliency ever more important. These industry trends place higher demands on timing components, escalating the importance of resilient and reliable Precision Timing. We believe that the total timing market is approximately $10 billion in size.
This requires higher levels of performance in timing and synchronization. Additionally, as electronics continue to proliferate in all industries and areas of our daily life, digital devices are increasingly subjected to less controlled environments, making resiliency to environmental stressors ever more important. These industry trends place higher demands on timing components, increasing the importance of resilient and reliable Precision Timing.
We provide our employees and their families with access to a variety of health and wellness programs, including benefits that support their physical and mental 15 Table of Contents health. We maintain an office in Lviv, Ukraine.
We provide our employees and their families with access to a variety of health and wellness programs, including benefits that support their physical and mental health. We maintain an office in Lviv, Ukraine. In connection with Russia’s invasion of Ukraine in February 2022, we have prioritized the safety and welfare of our employees and their families in Ukraine.
In addition, we believe that outsourcing many of our manufacturing and assembly activities provides us with the flexibility needed to respond to new market opportunities and scale for customer demand, simplifies our operations, and significantly reduces our capital commitments.
In addition, we believe that outsourcing many of our manufacturing and assembly activities provides us with the flexibility needed to respond to new market opportunities and scale for customer demand, simplifies our operations, and significantly reduces our capital commitments. 14 Table of Contents We subject our third-party manufacturing contractors to rigorous qualification requirements to meet the high quality and reliability standards required of our products.
We regularly review our employees and assess the needs of the business to identify our talent needs. We encourage periodic and meaningful conversations between managers and employees, including discussions regarding feedback, alignment of goals, and professional development. We encourage all employees to continue learning and provide learning opportunities as well as internal opportunities for cross functional work to support this.
We encourage periodic and meaningful conversations between managers and employees, including discussions regarding feedback, alignment of goals, and professional development. We encourage all employees to continue learning and provide learning opportunities as well as internal opportunities for cross functional work to support this. All employees receive training, including in the prevention of sexual harassment and abusive conduct in the workplace.
Quartz devices must be housed in specialized (i.e., ceramic) packaging, and thus are difficult to integrate into standard semiconductor packages. Quartz products require dedicated manufacturing facilities and have relatively long lead times due to the need to specify various characteristics well in advance of production, without the ability to reconfigure them during the design cycle.
Quartz products require dedicated manufacturing facilities and have relatively long lead times due to the need to specify various characteristics well in advance of production, without the ability to reconfigure them during the design cycle.
For example, we have a license to certain patents from Bosch relating to the design and manufacture of MEMS-based timing applications and a license to certain intellectual property of Aura relating to our clock products.
In addition to our own intellectual property, we also use third-party licenses for certain technologies, including some that are embedded in our MEMS solutions. For example, we have a license to certain patents from Bosch relating to the design and manufacture of MEMS-based timing applications and a license to certain intellectual property of Aura relating to our clock products.
Examples of benefits offered in the U.S. include: a 401(k) plan with employer contributions; health benefits; life, business travel, and disability insurance; additional voluntary insurance; paid time off and parental leave; and paid counseling assistance.
We offer employees benefits that vary by country and are designed to meet or exceed local laws and to be competitive in the marketplace. Examples of benefits offered in the U.S. include: a 401(k) plan with employer contributions; health benefits; life, business travel, and disability insurance; additional voluntary insurance; paid time off and parental leave; and paid counseling assistance.
However, quartz timing devices, largely unchanged in decades, have many inherent limitations, including limited frequency ranges, sensitivity to rapid temperature changes, vulnerability to vibration 7 Table of Contents and mechanical shock, susceptibility to frequency jumps at specific temperatures, and limited programmability.
However, quartz timing devices, largely unchanged in decades, have many inherent limitations, including limited frequency ranges, sensitivity to rapid temperature changes, vulnerability to vibration and mechanical shock, susceptibility to frequency jumps at specific temperatures, and limited programmability. Quartz devices must be housed in specialized (i.e., ceramic) packaging, and thus are difficult to integrate into standard semiconductor packages.
We believe Precision Timing can address many of the challenges associated with this demanding automotive ecosystem. Industrial equipment, ranging from factory machinery to diagnostic equipment, is often exposed to environments characterized by temperature fluctuation, mechanical shocks, vibration, electromagnetic interference, and power supply noise.
Industrial equipment, ranging from factory machinery to diagnostic equipment, is often exposed to environments characterized by temperature fluctuation, mechanical shocks, vibration, electromagnetic interference, and power supply noise. We believe our Precision Timing solutions can perform better than legacy quartz-based solutions in demanding industrial environments and with lower power consumption and higher reliability.
In connection with Russia’s invasion of Ukraine in February 2022, we have prioritized the safety and welfare of our employees and their families in Ukraine. We also worked with our employees worldwide to minimize any disruption to our operations and business as a result of Russia’s invasion of Ukraine.
We also worked with our employees worldwide to minimize any disruption to our operations and business as a result of Russia’s invasion of Ukraine. We regularly review our employees and assess the needs of the business to identify our talent needs.
Our engineers work closely with our foundries and other contractors to increase yield, lower manufacturing costs, and improve product quality. • Fabrication . We currently utilize a range of semiconductor process generations to develop and manufacture our products. We use Robert Bosch LLC (“Bosch”) in Germany, Taiwan Semiconductor Manufacturing Company (“TSMC”) in Taiwan, and Teledyne Digital Imaging Inc.
We carefully qualify each of our partners and their processes before applying the technology to our products. Our engineers work closely with our foundries and other contractors to increase yield, lower manufacturing costs, and improve product quality. • Fabrication . We currently utilize a range of semiconductor process generations to develop and manufacture our products.
All employees receive training, including in the prevention of sexual harassment and abusive conduct in the workplace. We regularly review succession plans and focus on promoting internal talent to help grow our employees' careers.
We regularly review succession plans and focus on promoting internal talent to help grow our employees' careers.
As of December 31, 2024, we had 182 full-time equivalent employees supporting research and development efforts worldwide. Intellectual Property We rely primarily on patent, copyright, trademark, and trade secret laws, as well as confidentiality and non-disclosure agreements, and other contractual protections, to protect our technologies and proprietary know-how.
Intellectual Property We rely primarily on patent, copyright, trademark, and trade secret laws, as well as confidentiality and non-disclosure agreements, and other contractual protections, to protect our technologies and proprietary know-how. As of December 31, 2025, we had 147 issued U.S. patents, expiring generally between 2026 and 2043, and 50 pending U.S. patent applications (including 10 provisional applications).
Other than Pernas, Quantek, Arrow and Sabre, no other single direct customer accounted for more than 10% of our revenue in the years ended December 31, 2024, 2023, and 2022. 12 Table of Contents Based on the sell-through information provided to us from distributors who identify end customers, we believe that the majority of our products sold to Pernas and Quantek are in turn incorporated into products of Apple Inc.
Based on the sell-through information provided to us from distributors who identify end customers, we believe that the majority of our products sold to Pernas Electronics Co. Ltd ("Pernas") and Quantek Technology Corporation ("Quantek") are in turn incorporated into products of Apple Inc. (“Apple”), our largest end customer.
Industry Background Key Building Blocks of Timing Solutions Timing solutions are comprised of three key product types: resonators, oscillators, and clock ICs. • Resonators are mechanical structures that vibrate at a precise frequency and provide the core accuracy and stability in oscillator systems.
Industry Background Key Building Blocks of Timing Solutions Timing solutions are comprised of three key product types: resonators, oscillators, and clock ICs.
Automotive, Industrial, and Aerospace In the past few years, the automotive industry has expanded the use of electronics in vehicles for diverse purposes such as sensing, ADAS, computing, and in-vehicle infotainment. In these applications, timing technology must perform reliably over the life of an automobile in an environment characterized by vibration, mechanical shocks, electromagnetic interference, wide and rapid temperature change.
Automotive, Industrial, and Aerospace and Defense In the past few years, the automotive industry has expanded the use of electronics in vehicles for diverse purposes such as sensing, ADAS, computing, and in-vehicle infotainment.
Precision Timing devices are well-suited for these applications, as they provide up to 50 times better acceleration sensitivity under vibration than comparable quartz-based solutions. 8 Table of Contents Mobile, IoT and Consumer The growing reliance on mobile devices has enabled the proliferation of billions of internet-connected devices in industrial and consumer applications.
Quartz-based solutions can be impacted by vibrational forces acting on the whole system. Precision Timing devices are well-suited for these applications, as they provide up to 50 times better acceleration sensitivity under vibration than comparable quartz-based solutions.
(“Arrow”), and Quantek Technology Corporation (“Quantek”), three of our distributor customers, each directly accounted for more than 10% of our revenue in the years ended December 31, 2024, 2023, and 2022. Additionally, Sabre Technologies Pte. Ltd ("Sabre") directly accounted for more than 10% of our revenue for the year ended December 31, 2023.
Our distributor customers, which accounted for more than 10% of our revenue in the years ended December 31, 2025, 2024, and 2023, are summarized below: 13 Table of Contents Year Ended December 31, 2025 2024 2023 Customer Arrow Electronics, Inc. 26% 19% 18% Pernas Electronics Co. Ltd. 25% 24% 20% Quantek Technology Corporation * 13% 13% Sabre Technologies Pte.
("Teledyne") in Canada as our primary foundries and suppliers for our MEMS timing devices and analog mixed-signal circuit ICs. • Package, Assembly and Testing . Upon the completion of processing at the foundry, we use third-party contractors for packaging, assembly, and testing, including Advanced Semiconductor Engineering, Inc. (“ASE”) in Taiwan, Carsem (M) Sdn Bhd.
Upon the completion of processing at the foundry, we use third-party contractors for packaging, assembly, and testing, including Advanced Semiconductor Engineering, Inc. (“ASE”) in Taiwan, Carsem (M) Sdn Bhd. (“Carsem”) in Malaysia, United Test and Assembly Center Ltd. (“UTAC”) in Thailand, Hana Semiconductor (Ayutthaya) Co., Ltd in Thailand, Daishinku Corp.
The initial term of the supply agreement is for ten years through February 2027 and automatically renews. Other than Bosch, we do not have long-term supply agreements with most of our third-party manufacturing contractors, and we purchase products on a purchase order basis.
Other than Bosch, we do not have long-term supply agreements with most of our third-party manufacturing contractors, and we purchase products on a purchase order basis. Research and Development We believe that our future success depends on our ability to introduce enhancements to our existing products and to develop new products for both existing and new markets.
Our research and development efforts are focused primarily on MEMS and advanced clock IC design and advanced system-level integration for Precision Timing solutions. We have assembled a core team of experienced engineers and systems designers who conduct research and development activities in the United States, the Netherlands, Malaysia, Finland, Japan, Taiwan, Ukraine, and India.
We have assembled a core team of experienced engineers and systems designers who conduct research and development activities in the United States, the Netherlands, Malaysia, Finland, Japan, Taiwan, Ukraine, and India. As of December 31, 2025, we had 239 full-time equivalent employees supporting research and development efforts worldwide.
For the aerospace market, our solutions provide high reliability and lower acceleration sensitivity for end products that operate in rugged conditions. For the mobile, IoT and consumer market, our timing solutions offer high performance at optimal power consumption and size, as our customers fit more functionality into smaller devices.
For the mobile, IoT and consumer 6 Table of Contents market, our timing solutions offer high performance at optimal power consumption and size, as our customers fit more functionality into smaller devices. In all of these markets, the trend for increased data transfer at higher speeds and demand for lower latency continues to grow.
We have a supply agreement with Bosch under which Bosch has agreed to fabricate our MEMS wafers based on purchase orders placed by us. Bosch has discretion whether to accept our purchase orders, and we can terminate purchase orders for convenience by giving written notice prior to shipment.
Bosch has discretion whether to accept our purchase orders, and we can terminate purchase orders for convenience by giving written notice prior to shipment. The initial term of the supply agreement is for ten years through February 2027 and automatically renews.
Our issued patents and pending patent applications generally relate to our MEMS fabrication process, MEMS resonators, circuits, packaging, and oscillator systems. In addition to our own intellectual property, we also use third-party licenses for certain technologies, including some that are embedded in our MEMS solutions.
We also had five foreign issued patents expiring in 2036 and twelve pending foreign patent applications. Our issued patents and pending patent applications generally relate to our MEMS fabrication process, MEMS resonators, circuits, packaging, and oscillator systems.
The principal purposes of our equity incentive plans are to attract, retain, and motivate selected employees through the granting of stock-based compensation awards. We offer employees benefits that vary by country and are designed to meet or exceed local laws and to be competitive in the marketplace.
We use a combination of fixed and variable pay including base salary, bonuses, performance awards, and stock-based compensation. The principal purposes of our equity incentive plans are to attract, retain, and motivate selected employees through the granting of stock-based compensation awards.
We believe our Precision Timing solutions can perform better than legacy quartz-based solutions in demanding industrial environments and with lower power consumption and higher reliability. In addition, with the highly diverse nature of industrial applications and the need for unique operating frequencies, we believe the programmable architecture of our Precision Timing products provides an advantage.
In addition, with the highly diverse nature of industrial applications and the need for unique operating frequencies, we believe the programmable architecture of our Precision Timing products provides an advantage. Timing devices used in aerospace and defense applications such as rockets and satellites need to withstand extreme vibration forces and temperature gradients during operation.
For the automotive market, our solutions can be utilized in automotive electronics, including advanced driver assistance systems (“ADAS”) for self-driving cars, which require increased timing accuracy. For the industrial market, our products offer programmability and high reliability for the diverse operating conditions of industrial equipment, including high temperature, mechanical shock, and vibration.
These conditions make our Precision Timing solutions a natural choice in such applications. Our solutions are also utilized in automotive electronics, including advanced driver assistance systems (“ADAS”) for self-driving cars, which require increased timing accuracy.
(“Carsem”) in Malaysia, United Test and Assembly Center Ltd. 13 Table of Contents (“UTAC”) in Thailand, Hana Semiconductor (Ayutthaya) Co., Ltd in Thailand, Daishinku Corp. (“Daishinku”) in Japan, and STATS ChipPAC Pte Ltd. in Singapore. • Warehousing . Our products are warehoused at our outsourced semiconductor assembly and test facilities located in Malaysia, Taiwan, and Thailand.
(“Daishinku”) in Japan, and STATS ChipPAC Pte Ltd. in Singapore. • Warehousing . Our products are warehoused at our outsourced semiconductor assembly and test facilities located in Malaysia, Taiwan, and Thailand. We have a supply agreement with Bosch under which Bosch has agreed to fabricate our MEMS wafers based on purchase orders placed by us.
Research and Development We believe that our future success depends on our ability to introduce enhancements to our existing products and to develop new products for both existing and new markets. As a result, a significant majority of our operating expenses has been allocated towards this effort.
As a result, a significant majority of our operating expenses has been allocated towards this effort. Our research and development efforts are focused primarily on MEMS and advanced clock IC design and advanced system-level integration for Precision Timing solutions.
Below are some examples of end markets in which we believe our silicon-based timing is enabling or has the potential to enable, greater functionality than legacy solutions: Communications, Datacenter, and Enterprise Communications infrastructure equipment used in wireless base stations, wired infrastructure equipment, enterprise networks, cloud data centers, and artificial intelligence infrastructure must provide high performance and stability in demanding environments, which may include temperature fluctuations, and vibration.
Below are some examples of end markets in which we believe our silicon-based timing is enabling or has the potential to enable, greater functionality than legacy solutions: Communications, Datacenter, and Enterprise In AI datacenters, a variety of applications such as switches, network interface cards, accelerator cards, server boards, optical modules, retimers, and active electrical cables ensure very fast connectivity in and across clusters.
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We believe we are different from the traditional clock IC suppliers too. While they typically rely on quartz timing companies to obtain a discrete resonator that resides on the board, our clock solutions integrate such a resonator, and deliver a complete solution to the customer, one that has performance and integration benefits.
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We believe that the total timing market is approximately $11 billion in size and growing. Since our founding, we have focused on the high-end portion of the market, i.e. Precision Timing. Historically, our revenue has been substantially derived from sale of oscillator systems across our target end markets. In 2025, we benefitted from the strong growth in AI datacenter deployments.
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Our Precision Timing solutions are designed to be resilient to harsh environmental stressors. For the communications, datacenter and enterprise market, our products provide high performance and resilience in dense, less-controlled environments that experience extreme conditions.
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Compared to traditional clock IC suppliers, we are different in that we design the resonator in-house and can integrate it into the clock IC package. Our analog/mixed-signal die are developed using industry-standard processes and deliver high levels of performance using programmable phase-locked loops, temperature sensors, regulators, data converters, drivers and other building blocks.
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The resilience of our products becomes an increasing advantage as equipment is placed in dense, harsh environments and moves closer to the customer with the rollout of 5G, the rapid expansion in cloudification, and deployment of hyperscale and artificial intelligence ("AI") datacenters.
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Unlike most clock IC vendors, we do not rely on quartz vendors to provide the quartz resonator clock reference that is required for their clock ICs to function. Our expertise creates supply chain advantages for us and most importantly, enables us to design and build complete timing systems that result in performance advantages, providing a complete solution to the customer.
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In all of these markets, the trend for increased data transfer at higher speeds and demand for lower latency continues to grow. This requires higher levels of performance in timing and synchronization.
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Today's newer applications are driving the need for faster connectivity and lower latency, even when the electronics is subject to non-ideal conditions. Our Precision Timing solutions are designed to be resilient to such harsh environmental stressors which provides a benefit to our customers.
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Since our founding, we have focused on the portion of the market that concentrates on delivering compelling solutions to solve difficult timing problems.
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For example, AI Infrastructure equipment is becoming more dense, and is subject to rapid temperature changes within the system, but still needs to deliver maximum performance and reliability. In the Communications market, a 5G small cell radio mounted on a pole next to a road or rail line is subject to vibration of passing heavy trucks or trains.
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Historically, our revenue has been substantially delivered from sales of oscillator systems across our target end markets. 6 Table of Contents In December 2023, we acquired clocking products through the acquisition of certain assets and the exclusive license to certain intellectual property from Aura Semiconductor Pvt.
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For the industrial market, our products offer programmability and high reliability for the diverse operating conditions of industrial equipment, including high temperatures, mechanical shock, and vibration. For the aerospace and defense market, our solutions provide high reliability and lower acceleration sensitivity for end products that operate in rugged conditions.
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Timing devices used in aerospace and defense applications such as rockets and satellites need to withstand extreme vibration forces and temperature gradients during operation. Quartz-based solutions can be impacted by vibrational forces acting on the whole system.
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Total consideration paid in the acquisition included approximately $148 million in fixed payments and up to $120 million in earnouts. With the addition of all four categories of clock products including network synchronizers, jitter cleaners, clock generators, and buffers, we now offer a comprehensive portfolio of timing solutions.
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For example, we can use advanced packaging designs, yielding some of the smallest footprints in the industry. We design each key building block of the timing system, from MEMS resonators to oscillator circuits to clock ICs.
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TimeFabric combined with SiTime's oscillators and clocks, delivers up to 9X more accurate time synchronization than quartz-based solutions, enabling higher performance and utilization in AI data centers. The TimeFabric suite consists of two modules: IEEE 1588 standards-compliant synchronization software, as well as SiTime's unique innovation in software technology that extends critical holdover performance to 24 hours.
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Pernas directly accounted for 24%, 20%, and 20% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively, Arrow directly accounted for 19%, 18%, and 17% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively and Quantek directly accounted for 13%, 13%, and 12% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively.
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In September 2025, we announced the Titan Platform in the standalone resonator market. This platform is the result of more than two decades of innovation, significant engineering investment and six generations of MEMS technology. With Titan, we have improved resonator performance by 100x. We believe that Titan fundamentally transforms the resonator market.
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Sabre directly accounted for 10% of our revenue for the year ended December 31, 2023.
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By eliminating the need for standalone board-level resonators, we solve a persistent challenge for customers by enabling semiconductor-level packaging and integration With Titan, our customers can design new classes of electronics that are smaller, lower power, and higher performance, setting the stage for the next wave of innovation.
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We subject our third-party manufacturing contractors to rigorous qualification requirements to meet the high quality and reliability standards required of our products. We carefully qualify each of our partners and their processes before applying the technology to our products.
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On February 4, 2026, we 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 of Renesas Electronics Corporation for an aggregate purchase price of approximately $1,500.0 million in cash (“Cash Consideration”) and 4.13 million shares of our common stock (such consideration, the “Stock Consideration”), subject to certain adjustments as set forth in the Asset Purchase Agreement (the “Acquisition”).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

104 edited+35 added−24 removed248 unchanged
Biggest changeWe also had a follow-on offering on June 16, 2020, which resulted in greater than 50% change under Section 382. We completed an updated Section 382 analysis based on this new change event and determined that it will not prohibit us from eventually utilizing our carryforwards.
Biggest changeWe completed an updated Section 382 analysis based on this new change event and determined that it will not prohibit us from eventually utilizing our carryforwards. We updated the Section 382 analysis through December 31, 2025 and concluded there have not been any additional ownership changes as defined under Section 382 since the June 16, 2020 follow-on offering.
If our end customers were to choose to work with other manufacturers or our relationships with our customers are disrupted for any reason, it could have a significant negative impact on our business.
If our end customers were to choose to work with other manufacturers or our relationships with our end customers are disrupted for any reason, it could have a significant negative impact on our business.
If our credit losses, however, were to exceed our current or future allowance for credit losses, our business, financial condition, and results of operations would be adversely affected. We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations.
However, if our credit losses, were to exceed our current or future allowance for credit losses, our business, financial condition, and results of operations would be adversely affected. We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations.
Notwithstanding defensive measures, experienced programmers, hackers, state actors, or others may be able to penetrate our security controls, or those of our vendors, suppliers, or customers, through attacks such as, but not limited to, phishing or other forms of social engineering, impersonating authorized users, ransomware, spyware, viruses, worms and other malicious software programs, software supply chain attacks, exploitation of compromised commercial software, bugs and other security weaknesses and vulnerabilities, covert introduction of malware to computers and networks.
Notwithstanding defensive measures, experienced programmers, hackers, state actors, or others may be able to penetrate our security controls, or those of our vendors, suppliers, or customers, through attacks such as, but not limited to, phishing or other forms of social engineering, impersonating authorized users, ransomware, spyware, viruses, worms and other malicious software programs, software supply chain attacks, exploitation of compromised commercial software, bugs and other security weaknesses and vulnerabilities, and covert introduction of malware to computers and networks.
As a result of our international focus, we face numerous challenges and risks, including: • complexity and costs of managing international operations, including manufacturing, assembly, and testing of our products and associated costs; • geopolitical and military conflicts, including the effects of Russia’s invasion of Ukraine; • economic instability, including the effects of rising inflation and increased interest rates; • limited protection for, and vulnerability to theft of, our intellectual property rights, including our trade secrets; 20 Table of Contents • compliance with local laws and regulations and unanticipated changes in local laws and regulations, including tax laws and regulations; • trade and foreign exchange restrictions and higher tariffs, including the ongoing trade tensions between the U.S. and China that has resulted in higher tariffs on certain semiconductor products and increased trade restrictions; • timing and availability of import and export licenses and other governmental approvals, permits, and licenses, including export classification requirements; • foreign currency fluctuations and exchange losses relating to our international operating activities; • restrictions imposed by the U.S. government or foreign governments on our ability to do business with certain companies or in certain countries as a result of international political conflicts and the complexity of complying with those restrictions; • transportation delays and other consequences of limited local infrastructure, and disruptions, such as large scale outages or interruptions of service from utilities or telecommunications providers; • difficulties in staffing international operations; • changes in immigration policies which may impact our ability to hire personnel; • local business and cultural factors that differ from our normal standards and practices; • differing employment practices and labor relations; • requirements in foreign countries which may impact availability of personnel, such as mandatory military service in countries such as Ukraine, Taiwan, and Finland; • heightened risk of terrorist acts; • regional health issues and the impact of public health epidemics on employees and the global economy; • power outages and natural disasters; and • travel, work-from-home or other restrictions or stoppages, like those imposed by governments around the world as a result of pandemics.
As a result of our international focus, we face numerous challenges and risks, including: • complexity and costs of managing international operations, including manufacturing, assembly, and testing of our products and associated costs; • geopolitical and military conflicts, including the effects of Russia’s invasion of Ukraine; • economic instability, including the effects of rising inflation and increased interest rates; • limited protection for, and vulnerability to theft of, our intellectual property rights, including our trade secrets; • compliance with local laws and regulations and unanticipated changes in local laws and regulations, including tax laws and regulations; • trade and foreign exchange restrictions and higher tariffs, including the ongoing trade tensions between the U.S. and China that has resulted in higher tariffs on certain semiconductor products and increased trade restrictions; 22 Table of Contents • timing and availability of import and export licenses and other governmental approvals, permits, and licenses, including export classification requirements; • foreign currency fluctuations and exchange losses relating to our international operating activities; • restrictions imposed by the U.S. government or foreign governments on our ability to do business with certain companies or in certain countries as a result of international political conflicts and the complexity of complying with those restrictions; • transportation delays and other consequences of limited local infrastructure, and disruptions, such as large scale outages or interruptions of service from utilities or telecommunications providers; • difficulties in staffing international operations; • changes in immigration policies which may impact our ability to hire personnel; • local business and cultural factors that differ from our normal standards and practices; • differing employment practices and labor relations; • requirements in foreign countries which may impact availability of personnel, such as mandatory military service in countries such as Ukraine, Taiwan, and Finland; • heightened risk of terrorist acts; • regional health issues and the impact of public health epidemics on employees and the global economy; • power outages and natural disasters; and • travel, work-from-home or other restrictions or stoppages, like those imposed by governments around the world as a result of pandemics.
The trading price and volume of our common stock is likely to be volatile and could fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • macroeconomic conditions, • actual or anticipated fluctuations in our results of operations due to, among other things, changes in customer demand, product life cycles, pricing, ordering patterns, and unforeseen operating costs; • the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; • announcements by our significant customers of changes to their product offerings, business plans, or strategies; • announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; • changes in operating performance and stock market valuations of other technology companies generally, or those in the semiconductor industry; • timing and seasonality of the end-market demand; • cyclical fluctuations in the semiconductor market; • price and volume fluctuations in the overall stock market from time to time, including as a result of trends in the economy as a whole; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • any major change in our management; • lawsuits threatened or filed against us; and • other events or factors, including those resulting from geopolitical activities, war, incidents of terrorism, natural disasters, pandemics, or responses to these events.
The trading price and volume of our common stock is likely to be volatile and could fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • macroeconomic conditions; • actual or anticipated fluctuations in our results of operations due to, among other things, changes in customer demand, product life cycles, pricing, ordering patterns, and unforeseen operating costs; • the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; 40 Table of Contents • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; • announcements by our significant customers of changes to their product offerings, business plans, or strategies; • announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; • changes in operating performance and stock market valuations of other technology companies generally, or those in the semiconductor industry; • timing and seasonality of the end-market demand; • cyclical fluctuations in the semiconductor market; • price and volume fluctuations in the overall stock market from time to time, including as a result of trends in the economy as a whole; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • any major change in our management; • lawsuits threatened or filed against us; and • other events or factors, including those resulting from geopolitical activities, war, incidents of terrorism, natural disasters, pandemics, or responses to these events.
The failure of our patents to adequately protect our technology might make it easier for our competitors to offer similar products or technologies. Our foreign patent protection is less comprehensive than our U.S. patent protection and may not protect our intellectual property rights in some countries where our products are sold or may be sold in the future.
The failure of our patents to adequately protect our technology may make it easier for our competitors to offer similar products or technologies. Our foreign patent protection is less comprehensive than our U.S. patent protection and may not protect our intellectual property rights in some countries where our products are sold or may be sold in the future.
For example, we rely on TSMC in Taiwan for the fabrication of our analog circuits and have engineering personnel in Taiwan and sales force personnel in China. If political tensions between China and Taiwan were to increase further, it could disrupt our business and adversely affect our financial condition and results of operations.
For example, we rely on TSMC and UMC in Taiwan for the fabrication of our analog circuits and have engineering personnel in Taiwan and sales force personnel in China. If political tensions between China and Taiwan were to increase further, it could disrupt our business and adversely affect our financial condition and results of operations.
Any required financing may not be available on terms acceptable to us, or at all. The terms of any financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to incur additional interest expense.
These required financing may not be available on terms acceptable to us, or at all. The terms of any financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to incur additional interest expense.
Our amended and restated certificate of incorporation and bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of our board of directors, or our Chief Executive Officer; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; • establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may be removed only for cause; • provide that vacancies on our board of directors may be filled by a majority of directors then in office, even if less than a quorum; and • require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation.
Our amended and restated certificate of incorporation and bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of our board of directors, or our Chief Executive Officer; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; 39 Table of Contents • establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may be removed only for cause; • provide that vacancies on our board of directors may be filled by a majority of directors then in office, even if less than a quorum; and • require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation.
We provide a lifetime warranty on our products and may be subject to warranty or product liability claims, which could result in unexpected expenses and loss of market share. We provide a lifetime warranty on our products and generally agree to indemnify our customers for defects in our products or failure of our products to meet our product specifications.
We provide a lifetime warranty on our products and may be subject to warranty or product liability claims, which could result in unexpected expenses and loss of market share. We provide a limited lifetime warranty on our products and generally agree to indemnify our customers for defects in our products or failure of our products to meet our product specifications.
We are subject to a variety of laws and regulations worldwide related to privacy, data protection, and data security, such as the European Union’s General Data Protection Regulation (GDPR) or California’s Consumer Privacy Act of 2018 and Privacy Rights Act of 2020.
We are subject to a variety of laws and regulations worldwide related to privacy, data protection, and data security, such as the European Union’s General Data Protection Regulation or California’s Consumer Privacy Act of 2018 and Privacy Rights Act of 2020.
In the event of a major earthquake, hurricane, flooding, or other catastrophic event, including with respect to climate change, such as fire, power loss, telecommunications failure, cyber-attack, war, terrorist attack, political, social, or economic unrest, pandemic, epidemic, health crisis, or disease outbreak, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our product development, breaches of data security, or loss of critical data, any of which could have an adverse effect on our future results of operations.
In the event of a major earthquake, hurricane, flooding, or other catastrophic event, including with respect to climate change, such as fire, power loss, telecommunications failure, cyber-attack, war, terrorist attack, political, 34 Table of Contents social, or economic unrest, pandemic, epidemic, health crisis, or disease outbreak, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our product development, breaches of data security, or loss of critical data, any of which could have an adverse effect on our future results of operations.
Any of the above could decrease the benefits we expect to receive from the agreement with Aura and adversely affect our financial condition and operating results. 28 Table of Contents We may make acquisitions in the future that could disrupt our business, cause dilution to our stockholders, reduce our financial resources, and harm our business.
Any of the above could decrease the benefits we expect to receive from the agreement with Aura and adversely affect our financial condition and operating results. 30 Table of Contents We may make acquisitions in the future that could disrupt our business, cause dilution to our stockholders, reduce our financial resources, and harm our business.
Collecting, measuring, and reporting ESG information and metrics can be costly, difficult and time consuming, is subject to evolving reporting standards, and can present numerous operational, reputational, financial, legal, and other risks, any of which could adversely affect our business as well as on our reputation and stock price.
Collecting, measuring, and reporting sustainability information and metrics can be costly, difficult and time consuming, is subject to evolving reporting standards, and can present numerous operational, reputational, financial, legal, and other risks, any of which could adversely affect our business as well as on our reputation and stock price.
Alternatively, if 38 Table of Contents a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and board of directors.
Alternatively, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and board of directors.
We also have a license to certain patents from Bosch relating to the design and manufacture of MEMS-based timing applications. The patent rights obtained under the license agreement expire between 2021 and 2029, and the license agreement expires upon expiration of the last patent licensed under the agreement.
We also have a license to certain patents from Bosch relating to the design and manufacture of MEMS-based timing applications. The patent rights obtained under the license agreement expire between 2026 and 2029, and the license agreement expires upon expiration of the last patent licensed under the agreement.
Our agreements with customers and other third-parties generally include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of 36 Table of Contents intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our solutions included in their products.
Our agreements with customers and other third-parties generally include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our solutions included in their products.
Any actual or perceived shortcomings with respect to our ESG initiatives and reporting can impact our ability to retain certain customers or increase our customer base, reelect our board of directors, attract and retain certain types of investors, or hire and retain employees.
Any actual or perceived shortcomings with respect to our sustainability initiatives and reporting can impact our ability to retain certain customers or increase our customer base, reelect our board of directors, attract and retain certain types of investors, or hire and retain employees.
The U.S. federal research and development tax credit carryforwards begin to expire in 2025 and the state research and development tax credit carryforwards carry forward indefinitely. These NOL and U.S. federal tax credit carryforwards could expire unused and/or be unavailable to offset future income tax liabilities.
The U.S. federal research and development tax credit carryforwards began to expire in 2025, and the state research and development tax credit carryforwards carry forward indefinitely. These NOL and U.S. federal tax credit carryforwards could expire unused and/or be unavailable to offset future income tax liabilities.
Converting or transferring manufacturing from a primary location or supplier to a backup facility could be expensive and could take several quarters or more. During such a transition, we would be required to meet customer demand from our then-existing inventory, as well as any partially finished goods that could be modified to the required product specifications.
Converting or transferring manufacturing from a primary location or supplier to a backup facility could be expensive and could take several quarters or longer to accomplish. During such a transition, we would be required to meet customer demand from our then-existing inventory, as well as any partially finished goods that could be modified to the required product specifications.
Our success depends largely upon the continued services of our executive officers and other highly skilled key employees, including in engineering, product development, operations, sales, and marketing. From time to time, there may be changes in our executive management team or other key personnel, which could disrupt our business.
Our success depends largely upon the continued services of our executive officers and other highly skilled key employees, including in engineering, product development, operations, sales, and marketing. From time to time, there may be changes 29 Table of Contents in our executive management team or other key personnel, which could disrupt our business.
Although we maintain a qualification and performance surveillance process and we believe that sources of supply for engineered materials, raw materials, and components are generally adequate, it is difficult to predict what effects limited or delayed availability, or price increases 29 Table of Contents may have in the future.
Although we maintain a qualification and performance surveillance process and we believe that sources of supply for engineered materials, raw materials, and components are generally adequate, it is difficult to predict what effects limited or delayed availability, or price increases may have in the future.
Factors relating to our business that may contribute to fluctuations in our operating results include the following factors, as well as other factors described elsewhere in this report: • macroeconomic conditions; • cyclical fluctuations in the semiconductor market; • customer demand and product life cycles; • the receipt, reduction, or cancellation of, or changes in the forecasts or timing of, orders by customers; • fluctuations in the levels of inventories held by our distributors or end customers; • the gain or loss of significant customers; • changes in our pricing, product cost, and product mix; • supply chain disruptions, delays, shortages, and capacity limitations; • market acceptance of our products and our customers’ products; • our ability to develop, introduce, and market new products and technologies on a timely basis; • the timing and extent of product development costs; • new product announcements and introductions by us or our competitors; • our research and development costs and related new product expenditures and our ability to achieve cost reductions in a timely or predictable manner; • seasonality and fluctuations in sales by product manufacturers that incorporate our Precision Timing solutions into their products; • end-market demand into which we have limited insight, including cyclicality, seasonality, and the competitive landscape; • socioeconomic or political conditions in the countries where we operate or where our products are sold or used; 18 Table of Contents • the impact of any pandemic, epidemic, or outbreak of disease, on our business, suppliers, and customers; • fluctuations in our manufacturing yields; • significant warranty claims, including those not covered by our suppliers; • new accounting pronouncements or changes in existing accounting standards; and • loss of one or more of our executive officers or other key employees; As a result of these and other factors, you should not rely on the results of any prior quarterly or annual periods, or any historical trends reflected in such results, as indications of our future revenue or operating performance.
Factors relating to our business that may contribute to fluctuations in our operating results include the following factors, as well as other factors described elsewhere in this report: • macroeconomic conditions; • cyclical fluctuations in the semiconductor market; • customer demand and product life cycles; • the receipt, reduction, or cancellation of, or changes in the forecasts or timing of, orders by customers; • fluctuations in the levels of inventories held by our distributors or end customers; • the gain or loss of significant customers; • changes in our pricing, product cost, and product mix; • supply chain disruptions, delays, shortages, and capacity limitations; • market acceptance of our products and our customers’ products; • our ability to develop, introduce, and market new products and technologies on a timely basis; • the timing and extent of product development costs; • new product announcements and introductions by us or our competitors; 19 Table of Contents • our research and development costs and related new product expenditures and our ability to achieve cost reductions in a timely or predictable manner; • seasonality and fluctuations in sales by product manufacturers that incorporate our Precision Timing solutions into their products; • end-market demand into which we have limited insight, including cyclicality, seasonality, and the competitive landscape; • socioeconomic or political conditions in the countries where we operate or where our products are sold or used; • the impact of any pandemic, epidemic, or outbreak of disease, on our business, suppliers, and customers; • fluctuations in our manufacturing yields; • significant warranty claims, including those not covered by our suppliers; • production disruptions or delays due to failure of information technology infrastructure or enterprise resource planning systems; • new accounting pronouncements or changes in existing accounting standards; and • loss of one or more of our executive officers or other key employees; As a result of these and other factors, you should not rely on the results of any prior quarterly or annual periods, or any historical trends reflected in such results, as indications of our future revenue or operating performance.
As we no longer intend to acquire inventory to pre-build custom products, we may not be able to fulfill increased demand in the short term. Any of the foregoing events could materially and adversely affect our business, financial condition, and results of operations.
As we do not intend to acquire inventory to pre-build custom products, we may not be able to fulfill increased demand in the short term. Any of the foregoing events could materially and adversely affect our business, financial condition, and results of operations.
If we are unable to negotiate volume discounts or otherwise purchase wafers at favorable prices and in sufficient quantities in a timely manner, our ability to ship our solutions to our customers on time and in the quantity required could be adversely affected, which in turn could cause an unanticipated decline in our sales, harm to our customer relationships, and our gross margins to be adversely affected.
If we are unable to negotiate volume discounts or otherwise purchase wafers at favorable prices and in sufficient quantities in a timely manner, our ability to ship our solutions to our customers on time and in the quantity 20 Table of Contents required could be adversely affected, which in turn could cause an unanticipated decline in our sales, harm to our customer relationships, and our gross margins to be adversely affected.
We currently rely on Bosch, TSMC and Teledyne as our primary foundries and suppliers for our MEMS timing devices and analog circuits, and only a few foundry vendors have the capability to manufacture our most advanced solutions, in particular with respect to our MEMS solution.
We currently rely on Bosch, TSMC, UMC, and Teledyne as our primary foundries and suppliers for our MEMS timing devices and analog circuits, and only a few foundry vendors have the capability to manufacture our most advanced solutions, in particular with respect to our MEMS technology.
If we fail to accurately anticipate and respond to rapid technological change in the industries in which we operate, our ability to attract and retain customers could be impaired and our competitive position could be harmed. We operate in industries characterized by rapidly changing technologies as well as technological obsolescence.
If we fail to accurately anticipate and respond to rapid technological change in the industries in which we operate, our ability to attract and retain customers could be impaired and our competitive position could be harmed. We operate in industries characterized by rapidly changing and evolving technologies such as AI, as well as technological obsolescence.
Litigation, whether we are a plaintiff or a defendant, can be expensive and time-consuming and may divert 35 Table of Contents the efforts of our management and other personnel, which could harm our business, whether or not such litigation results in a determination favorable to us.
Litigation, whether we are a plaintiff or a defendant, can be expensive and time-consuming and may divert the efforts of our management and other personnel, which could harm our business, whether or not such litigation results in a determination favorable to us.
If we do not continue to achieve design wins in the short term, our revenue in the following years may deteriorate. 21 Table of Contents Further, a significant portion of our revenue in any period may depend on a single product design win with a large customer.
If we do not continue to achieve design wins in the short term, our revenue in the following years may deteriorate. Further, a significant portion of our revenue in any period may depend on a single product design win with a large customer.
Any attack on the information technology systems of us or one of our vendors, suppliers, or customers may be difficult to detect, designed to remain dormant until a 33 Table of Contents triggering event, or may continue undetected for an extended period of time.
Any attack on the information technology systems of us or one of our vendors, suppliers, or customers may be difficult to detect, designed to remain dormant until a triggering event, or may continue undetected for an extended period of time.
In addition, approximately 92%, 86%, and 88% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively, was from distributors with ship-to locations outside the United States, although we believe the majority of our end customers are based in the U.S. based on sell-through information provided by these distributors.
In addition, approximately 93%, 92%, and 86% of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively, was from distributors with ship-to locations outside the United States, although we believe the majority of our end customers are based in the U.S. based on sell-through information provided by these distributors.
While we have certain ESG initiatives, there is no assurance that customers, regulators, investors, and employees will determine that these programs are sufficient.
While we have certain sustainability initiatives, there is no assurance that customers, regulators, investors, and employees will determine that these programs are sufficient.
Based on our review of our customers annually and as of December 31, 2024, substantially all of which are large distributors, OEMs, and system manufacturers, we had $0.1 million and $0.1 million in allowance for credit losses as of December 31, 2024 and December 31, 2023, respectively.
Based on our review of our customers annually and as of December 31, 2025, substantially all of which are large distributors, OEMs, and system manufacturers, we had $0.1 million in allowance for credit losses as of December 31, 2025 and December 31, 2024.
In addition, given the current political and military situation in Russia and Ukraine, if the relationship between Russia and the United States worsens further, or we are restricted or precluded from continuing our operations in Ukraine, it could disrupt our business, our costs could increase, and our product development efforts, business, financial condition, and results of operations could be significantly harmed.
In addition, given the ongoing political and military conflict in Russia and Ukraine, if the relationship between Russia and the United States worsens further, or we are restricted or precluded from continuing our operations in Ukraine, it could disrupt our business, our costs could increase, and our product development efforts, business, financial condition, and results of operations could be significantly harmed.
Companies that we primarily compete with include, but are not limited to, Abracon LLC, Daishinku Corp., Diodes Incorporated, Kyocera Corporation, Microchip Technology Inc., Murata Manufacturing 26 Table of Contents Co., Ltd., Nihon Dempa Kogyo Co., Ltd., Rakon Limited, Renesas Electronics Corporation, Seiko Epson Corporation, Skyworks Solutions, Inc., Texas Instruments Incorporated, and TXC Corporation.
Companies that we primarily compete with include, but are not limited to, Abracon LLC, Daishinku Corp., Diodes Incorporated, Kyocera Corporation, Microchip Technology Inc., Murata Manufacturing Co., Ltd., Nihon Dempa Kogyo Co., Ltd., Rakon Limited, Renesas Electronics Corporation, Seiko Epson Corporation, Skyworks Solutions, Inc., Texas Instruments Incorporated, and TXC Corporation.
Defects in our products or failure of our products to meet required product specifications may cause our customers to be reluctant to buy our products, 25 Table of Contents which could harm our ability to retain existing customers and attract new customers and adversely impact our reputation.
Defects in our products or failure of our products to meet required product specifications may cause our customers to be reluctant to buy our products, which could harm our ability to retain existing customers and attract new customers and adversely impact our reputation.
If any such claims were to succeed, we might be forced to pay damages on behalf of our customers that could increase our expenses, disrupt our ability to sell our solutions and reduce our revenue and profit.
If any such claims were to succeed, we might be forced to pay damages on behalf of our customers that 38 Table of Contents could increase our expenses, disrupt our ability to sell our solutions and reduce our revenue and profit.
We are dependent on the availability of this capacity to manufacture and assemble our products and we can provide no assurance that adequate capacity will be available to us in the future. We cannot predict the duration or timing of any downturn or upturn in the semiconductor industry.
To support our current growth plans, we are dependent on the availability of this capacity to manufacture and assemble our products and we can provide no assurance that adequate capacity will be available to us in the future. We cannot predict the duration or timing of any downturn or upturn in the semiconductor industry.
Any reduction in sales attributable to our larger customers and end customers, including our largest end customer, would have a significant and disproportionate impact on our business, financial condition, and results of operations.
Any reduction in sales attributable to our larger customers and end customers, including our largest end customer, would have a significant and disproportionate 18 Table of Contents impact on our business, financial condition, and results of operations.
As a result, we may incur significant replacement costs and contract damage claims from our customers, and our reputation, business, financial condition, and results of operations may be adversely affected.
As a result, we may incur significant replacement costs and 27 Table of Contents contract damage claims from our customers, and our reputation, business, financial condition, and results of operations may be adversely affected.
We expect competition in our current markets to increase in the future as existing competitors improve or expand their technology and product offerings and as new competitors enter these markets. In addition, our future growth will depend in part on our ability to successfully enter and compete in new markets.
We expect competition in our current markets to 28 Table of Contents increase in the future as existing competitors improve or expand their technology and product offerings and as new competitors enter these markets. In addition, our future growth will depend in part on our ability to successfully enter and compete in new markets.
We currently rely primarily on Bosch and Teledyne for our MEMS fabrication, and primarily on TSMC for our analog circuits fabrication, and any disruption in the supply of wafers or any increases in the wafer or materials prices could adversely affect our gross margins and our ability to meet customer demands in a timely manner, or at all, and lead to reduced revenue.
("Teledyne") for our MEMS fabrication, and primarily on TSMC and UMC for our analog circuits fabrication, and any disruption in the supply of wafers or any increases in the wafer or materials prices could adversely affect our gross margins and our ability to meet customer demands in a timely manner, or at all, and lead to reduced revenue.
Sales attributable to Apple, our largest end customer accounted for approximately 22%, 21%, and 20% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively. We anticipate revenue attributable to this customer will fluctuate from period to period.
Sales attributable to Apple, our largest end customer accounted for approximately 17%, 22%, and 21% of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively. We anticipate revenue attributable to this end customer will fluctuate from period to period.
The Company will not carry back any NOLs as they did not have taxable income in prior years. 34 Table of Contents Risks Related to Intellectual Property Our failure to adequately protect our intellectual property rights could impair our ability to compete effectively or defend ourselves from litigation, which could harm our business, financial condition, and results of operations.
We will not carry back any NOLs as they did not have taxable income in prior years. Risks Related to Intellectual Property Our failure to adequately protect our intellectual property rights could impair our ability to compete effectively or defend ourselves from litigation, which could harm our business, financial condition, and results of operations.
Based on our shipment information, we believe that revenue attributable to our ten largest end customers accounted for 59%, 49% and 47% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively.
Based on our shipment information, we believe that revenue attributable to our ten largest end customers accounted for 65%, 59%, and 49% of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively.
In order to succeed in executing our business plan, we will need to manage our growth effectively as we make significant investments in research and development and sales and marketing, and expand our operations and infrastructure both domestically and internationally.
In order to succeed in executing our business plan, we will need to manage our growth effectively as we make significant investments in research and development and sales and marketing, and expand our operations and infrastructure both 26 Table of Contents domestically and internationally.
Our revenue in previous periods may not be indicative of future performance and our revenue may fluctuate over time. Our revenue has fluctuated over time. Our revenue was $202.7 million, $144.0 million, and $283.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Our revenue in previous periods may not be indicative of future performance and our revenue may fluctuate over time. Our revenue has fluctuated over time. Our revenue was $326.7 million, $202.7 million, and $144.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Our top three distributors by revenue together accounted for approximately 56%, 51%, and 49% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively.
Our top three distributors by revenue together accounted for approximately 59%, 56%, and 51% of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively.
Environmental laws or regulations in those countries or in the countries of our end customers may increase our cost of doing business and adversely affect our business and results of operations. Increasingly customers, regulators, investors, employees, and other stakeholders are focusing on environmental, social, and governance ("ESG") matters.
Environmental laws or regulations in those countries or in the countries of our end customers may increase our cost of doing business and adversely affect our business and results of operations. Many customers, regulators, investors, employees, and other stakeholders are focusing on sustainability matters.
Macroeconomic events such as rising inflation, recession, equity market volatility, geopolitical tensions, war, declines in income or asset values, decreased spending, changes to fuel and other energy costs, public health crises, supply chain disruptions, trade restrictions and sanctions, and global banking concerns have caused economic volatility, which has and may continue to harm our business, financial condition, and results of operations, and may cause an extended downturn in the worldwide economy, which would further harm our business, financial condition and results of operations.
Macroeconomic events such as rising inflation, recession, equity market volatility, geopolitical tensions, war, declines in income or asset values, decreased spending, changes to fuel and other energy costs, public health crises, supply chain disruptions, ongoing changes to U.S. trade policies and uncertainty related thereto and responses by foreign governments to such policies, and global banking concerns have caused economic volatility, which has and may continue to harm our business, financial condition, and results of operations, and may cause an extended downturn in the worldwide economy, which would further harm our business, financial condition and results of operations.
Our issued patents and pending patent applications generally relate to our MEMS fabrication process, MEMS resonators, circuits, packaging, and oscillator systems.
Our issued patents and pending patent applications generally relate to our 36 Table of Contents MEMS fabrication process, MEMS resonators, circuits, packaging, and oscillator systems.
Based on the latest filings with the SEC, holders of 5% or more of our common stock and their affiliates, beneficially owned approximately 57.4% of the outstanding shares of our common stock, based on the number of shares outstanding as of December 31, 2024.
Based on the latest filings with the SEC, holders of 5% or more of our common stock and their affiliates, beneficially owned approximately 45.1% of the outstanding shares of our common stock, based on the number of shares outstanding as of December 31, 2025.
We rely on our information technology systems, and those of our vendors, suppliers, and customers, including hardware, software, cloud services, infrastructure, networks, and systems, for the effective operation of our business and for secure maintenance and storage of confidential data relating to our business.
We rely on our information technology systems, and those of our vendors, suppliers, and customers, including hardware, software, cloud services, infrastructure, networks, and systems, for the effective operation of our business and for secure maintenance and storage of confidential data relating to our business. We also utilize AI tools for process automation and other efficiencies.
As of December 31, 2024, we had U.S. federal, state and foreign net operating loss (“NOL”), carryforwards of approximately $250.7 million, $84.5 million and $2.0 million, respectively, and U.S. federal and state research and development tax credit carryforwards of approximately $3.9 million and $3.6 million, respectively. The U.S. federal, state, and the foreign NOL carryforwards begin to expire in 2028.
As of December 31, 2025, we had U.S. federal, state and foreign net operating loss (“NOL”) carryforwards of approximately $344.3 million, $85.1 million and $0.2 million, respectively, and U.S. federal and state research and development tax credit carryforwards of approximately $3.9 million and $3.6 million, respectively. The U.S. federal, state, and the foreign NOL carryforwards begin to expire in 2028.
We currently have a ten-year supply agreement with Bosch for the fabrication of our MEMS wafers. The initial term of this supply agreement is through February 2027 and automatically renews.
We currently have a ten-year supply agreement with Bosch for the fabrication of our MEMS wafers. The initial term of this supply agreement is through February 2027 and renews automatically. We currently rely primarily on Bosch and Teledyne Digital Imaging Inc.
In 2021 and the first half of 2022 there were a number of industry-wide supply constraints affecting the supply of analog circuits manufactured by certain foundries, including TSMC, and affecting outsourced semiconductor assembly and test providers (“OSATs”), which limited our ability to fully satisfy an increase in demand for some of our products.
In the past, we have been impacted by a number of industry-wide supply constraints affecting the supply of analog circuits manufactured by certain foundries, including TSMC, and affecting outsourced semiconductor assembly and test providers (“OSATs”), which limited our ability to fully satisfy an increase in demand for some of our products.
We expect ongoing and increasing costs related to investments in technology, controls, processes, and practices, however these investments may not be sufficient to shield us from significant losses or liability in the event of security breaches, cyberattacks, or other disruptions to our information technology systems.
We expect ongoing and increasing costs related to investments in technology, controls, processes, and practices; however these investments may not be sufficient to shield us from significant losses or liability in the event of security breaches, cyberattacks, or other disruptions to our information technology systems. 35 Table of Contents Our business may be impacted by information technology system failures or network disruptions, and lack of redundancy.
This selection process is typically lengthy and may require us to incur significant design and development expenditures and dedicate scarce engineering resources in pursuit of a single design win with no assurance that our solutions will be selected.
We sell our Precision Timing solutions to customers who select our solutions for inclusion in their product offerings. This selection process is typically lengthy and may require us to incur significant design and development expenditures and dedicate scarce engineering resources in pursuit of a single design win with no assurance that our solutions will be selected.
Department of Treasury, FDIC or Federal Reserve Board will provide access to uninsured deposits, which could restrict access to our cash or cash equivalents and could adversely impact our operating liquidity, financial condition, and results of operations.
Department of 32 Table of Contents Treasury, FDIC or Federal Reserve Board will provide access to uninsured deposits, which could restrict access to our cash or cash equivalents and could adversely impact our operating liquidity, financial condition, and results of operations. We may seek, or be required to seek, debt financing.
If we raise additional funds by issuing equity securities or convertible debt, stockholders may experience significant dilution of their ownership interest, and the newly-issued securities may have rights senior to those of the holders of our common stock.
These required or additional financing may not be available on terms acceptable to us, or at all. If we raise additional funds by issuing equity securities or convertible debt, stockholders may experience significant dilution of their ownership interest, and the newly-issued securities may have rights senior to those of the holders of our common stock.
In certain circumstances, if we do not comply with the terms of a government contract or with regulations or statutes, we could be subject to downward contract price adjustments or refund obligations or could in extreme circumstances be assessed civil and criminal penalties or be debarred or suspended from obtaining future contracts for a specified period of time, which could have an adverse effect on our business. 32 Table of Contents Tax regulatory authorities may disagree with our positions and conclusions regarding certain tax positions resulting in unanticipated costs or non-realization of expected benefits.
In certain circumstances, if we do not comply with the terms of a government contract or with regulations or statutes, we could be subject to downward contract price adjustments or refund obligations or could in extreme circumstances be assessed civil and criminal penalties or be debarred or suspended from obtaining future contracts for a specified period of time, which could have an adverse effect on our business.
Although we sell our products to this customer through distributors on a purchase order basis, including Pernas Electronics Co., Ltd. (“Pernas”), Arrow Electronics, Inc. (“Arrow”), and Quantek Technology Corporation (“Quantek”), we have a development and supply agreement, which provides a general framework for certain transactions with Apple. This agreement continues until either party terminates for material breach.
Although we sell our products to this end customer through distributors on a purchase order basis, including, but not limited to, Pernas, and Quantek, we have a development and supply agreement, which provides a general framework for certain transactions with Apple. This agreement continues until either party terminates for material breach.
If our customers discover design flaws, defects, errors, or bugs in their products, or if they experience changing market requirements, failed evaluations or field trials, or incompatible deliverables from other vendors, they may delay, change, or cancel a project, and we may have incurred significant additional development costs and may not be able to recoup our costs, which in turn would adversely affect our business, financial condition, and results of operations. 22 Table of Contents Our target customer and product markets may not grow or develop as we currently expect, and if we fail to penetrate new markets and scale successfully within those markets, our revenue and financial condition would be harmed.
If our customers discover design flaws, defects, errors, or bugs in their products, or if they experience changing market requirements, failed evaluations or field trials, or incompatible deliverables from other vendors, they may delay, change, or cancel a project, and we may have incurred significant additional development costs and may not be able to recoup our costs, which in turn would adversely affect our business, financial condition, and results of operations.
If we enter into an agreement for an acquisition, the transaction, or parts of the transaction, may fail to be completed due to factors such as: failure to obtain regulatory or other required approvals, disputes or litigation, or difficulties obtaining financing for the transaction.
These transactions, including the Acquisition, or parts of any such transactions, may fail to be completed due to factors such as: failure to obtain regulatory or other required approvals, disputes or litigation, or difficulties obtaining financing for the transaction.
If we fail to accurately predict market requirements or market demand for these solutions, our business will suffer. A market shift towards an industry standard that we may not support could significantly decrease the demand for our solutions.
We may be unable to predict the timing or development of trends in our target markets with any accuracy. If we fail to accurately predict market requirements or market demand for these solutions, our business will suffer. A market shift towards an industry standard that we may not support could significantly decrease the demand for our solutions.
Further, if our target customer markets do not grow or develop in ways that we currently expect, demand for our technology may not materialize as expected, which would also negatively impact our business, financial condition, and results of operations. We may be unable to predict the timing or development of trends in our target markets with any accuracy.
Further, if our target 24 Table of Contents customer markets do not grow or develop in ways that we currently expect, demand for our technology may not materialize as expected, which would also negatively impact our business, financial condition, and results of operations.
In addition, we conduct research and development activities in locations including the United States, Japan, the Netherlands, Taiwan, Ukraine, Finland, and India. We also conduct marketing and administrative functions in the United States, Japan, the Netherlands, China, Taiwan, Malaysia, Ukraine, and India. Members of our sales force are located in various locations outside of the United States.
We also conduct marketing and administrative functions in the United States, Japan, the Netherlands, China, Taiwan, Malaysia, Ukraine, and India. Members of our sales force are located in various locations outside of the United States. Certain of the critical functions for our business are performed in locations outside of the United States.
Any downturns in the semiconductor industry could harm our business, financial condition, and results of operations. Any significant upturn in the semiconductor industry could result in increased competition for access to third-party foundry and assembly capacity.
For example, in 2023 we experienced, and we may in the future experience, customer inventory adjustments that may adversely affect our results of operations. Any downturns in the semiconductor industry could harm our business, financial condition, and results of operations. Any significant upturn in the semiconductor industry could result in increased competition for access to third-party foundry and assembly capacity.
Changes in environmental laws or regulations, as well as environmental, social, and governance initiatives, could impose substantial costs and may adversely affect our business. Our product or manufacturing standards could be impacted by new or revised environmental rules and regulations or other social initiatives. For example, a significant portion of our revenue comes from international sales.
Our product or manufacturing standards could be impacted by new or revised environmental rules and regulations or other social initiatives. For example, a significant portion of our revenue comes from international sales.
(“UTAC”) for assembly and testing, as well as Daishinku Corp. (“Daishinku”), UTAC, Hana Semiconductor (Ayutthaya) Co., Ltd, and ASE for ceramic packaging for some of our products.
We currently primarily rely on ASE, Carsem, and UTAC for assembly and testing, as well as Daishinku, UTAC, Hana Semiconductor (Ayutthaya) Co., Ltd, and ASE for ceramic packaging for some of our products.
We completed a Section 382 analysis and determined an ownership change last occurred in 2014 and concluded that it had no impact on U.S. federal and California NOLs or on U.S. federal research and development credits. Our initial public offering in November 2019 did not result in a change in ownership of greater than 50% under Section 382.
We completed a Section 382 analysis and determined an ownership change last occurred in 2014 and concluded that it had no impact on U.S. federal and California NOLs or on U.S. federal research and development credits.
As we grow our business, our revenue may fluctuate in future periods due to a number of reasons, which may include macroeconomic conditions, slowing demand for our products, increasing competition, a decrease in the growth of our overall market or market saturation, or our failure to capitalize on growth opportunities. 24 Table of Contents If we are unable to manage our growth effectively, we may not be able to execute our business plan and our operating results could suffer.
As we grow our business, our revenue may fluctuate in future periods due to a number of reasons, which may include macroeconomic conditions, slowing demand for our products, increasing competition, a decrease in the growth of our overall market or market saturation, or our failure to capitalize on growth opportunities.
We face significant risks if we fail to comply with anti-corruption laws and anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S.
Failure to comply with the laws associated with our activities outside of the United States could subject us to penalties and other adverse consequences. We face significant risks if we fail to comply with anti-corruption laws and anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S.
As a result, global macroeconomic conditions have had and may continue to have a material adverse effect on our business, results of operations, and financial condition. 16 Table of Contents We are subject to the cyclical nature of the semiconductor industry.
Further, adverse economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As a result, global macroeconomic conditions have had and may continue to have a material adverse effect on our business, results of operations, and financial condition. We are subject to the cyclical nature of the semiconductor industry.
If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, and we could fail to meet our financial reporting obligations.
If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, and we could fail to meet our financial reporting obligations. 33 Table of Contents Changes in environmental laws or regulations, as well as sustainability initiatives, could impose substantial costs and may adversely affect our business.
Our target markets include the communications, datacenter, and enterprise, automotive, industrial, aerospace, and mobile, IoT, and consumer markets. Substantially all of our revenue to date has been attributable to sales of MEMS oscillators. We have expanded our products to include clock IC and timing synchronization solutions.
Substantially all of our revenue to date has been attributable to sales of MEMS oscillators. We have expanded our products to include clock IC and timing synchronization solutions.
If financing is not available when required or is not available on acceptable terms, it could harm our liquidity position and we may have to scale back our operations or limit our production activities, which in turn would harm our business, operating results, and financial condition. 30 Table of Contents Failure to comply with the laws associated with our activities outside of the United States could subject us to penalties and other adverse consequences.
If financing is not available when required or is not available on acceptable terms, it could harm our liquidity position and we may have to scale back our operations or limit our production activities, which in turn would harm our business, operating results, and financial condition.
As of December 31, 2024, we had 134 issued U.S. patents, expiring generally between 2026 and 2040 and 51 pending U.S. patent applications (including 11 provisional applications). We also had 5 foreign issued patents expiring in 2036 and 5 pending foreign patent applications.
As of December 31, 2025, we had 147 issued U.S. patents, expiring generally between 2026 and 2043 and 50 pending U.S. patent applications (including 10 provisional applications). We also had five foreign issued patents expiring in 2036 and twelve pending foreign patent applications.
Reduced demand for our customers’ products has led to a buildup of inventory at many of our customers, including distributors, and their affiliates, partners, and contract manufacturers, which has and may continue to adversely affect demand for our products.
Reduced demand for our customers’ products may lead to a buildup of inventory at many of our customers, including distributors, and their affiliates, partners, and contract manufacturers, which may adversely affect demand for our products. Reduced demand for our products could result in significant decreases in our sales and margins, and could materially harm our results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+1 added−1 removed7 unchanged
Biggest changeThe full Board also receives a briefing from management on our cyber risk management program at least annually. Our management team, including our IT management team, are responsible for day-to-day implementation, assessment, and management of our cybersecurity risk assessment and management processes.
Biggest changeThe full Board also receives a briefing from management on our cyber risk management program at least annually. Our management team, including our Chief Digital Officer and the leaders responsible for information security, are responsible for day-to-day implementation, assessment, and management of our cybersecurity risk assessment and management processes.
Our cybersecurity risk management program incorporates a variety of methods to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including: • risk assessments designed to help identify cybersecurity risks to our Information Systems and Data; • a team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • annual training of our employees at all levels and in all departments regarding cybersecurity awareness and protection of confidential information; and • a cybersecurity incident response plan that includes procedures for detecting and responding to cybersecurity incidents.
Our cybersecurity risk management program incorporates a variety of methods to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including: • risk assessments designed to help identify cybersecurity risks to our Information Systems and Data; • a team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; 41 Table of Contents • annual training of our employees at all levels and in all departments regarding cybersecurity awareness and protection of confidential information; and • a cybersecurity incident response plan that includes procedures for detecting and responding to cybersecurity incidents.
Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to a team of business leaders, including, but not limited to, our Chief Legal Officer, Executive Vice President and Chief Financial Officer, Executive Vice President of Engineering and Technology, and Executive Vice President of Operations.
Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to a team of business leaders, including, but not limited to, our Chief Legal Officer, Executive Vice President and Chief Financial Officer, Executive Vice President of Engineering and Operations, and our Executive Vice President and Chief Digital Officer.
This team 40 Table of Contents of business leaders works with our incident response team to help determine the severity of the impact of a cybersecurity incident, as well as to help mitigate and remediate cybersecurity incidents of which they are notified.
This team of business leaders works with our incident response team to help determine the severity of the impact of a cybersecurity incident, as well as to help mitigate and remediate cybersecurity incidents of which they are notified.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy 39 Table of Contents We have established policies and processes for assessing, identifying, and managing material risks from cybersecurity threats.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy We have established policies and processes for assessing, identifying, and managing material risks from cybersecurity threats.
Removed
Our Senior Director of IT has served in various roles in information technology and information security for over 25 years.
Added
Our Executive Vice President and Chief Digital Officer has deep experience in driving digital transformation and leading enterprise-wide cybersecurity and technology initiatives.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeWe believe that our leased facilities are adequate to meet our current needs and that additional facilities will be available on commercially reasonable terms for lease to meet future needs.
Biggest changeWe believe that our leased facilities are adequate to meet our current needs and that additional facilities will be available on commercially reasonable terms for lease to meet future needs. 42 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeWe are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations. Item 4. Mine Safety Disclosures. Not applicable 41 Table of Contents PART II
Biggest changeWe are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations. Item 4. Mine Safety Disclosures. Not applicable 43 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed3 unchanged
Biggest changeThe stockholder return shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock, and we do not make or endorse any predictions as to future stockholder returns. 42 Table of Contents Company Name/Index December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 SiTime Corporation 100.00 438.94 1,147.22 398.51 478.75 841.29 Nasdaq composite index 100.00 143.64 174.36 116.65 167.30 215.22 Philadelphia Semiconductor index 100.00 151.14 213.35 136.90 225.75 269.24 43 Table of Contents Item 6. [Reserved] 44 Table of Contents
Biggest changeThe stockholder return shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock, and we do not make or endorse any predictions as to future stockholder returns. 44 Table of Contents Company Name/Index December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 SiTime Corporation 100.00 261.36 90.79 109.07 191.66 315.55 Nasdaq composite index 100.00 121.39 81.21 116.47 149.83 180.33 Philadelphia Semiconductor index 100.00 141.16 90.58 149.36 178.14 253.38 45 Table of Contents Item 6. [Reserved] 46 Table of Contents
Our board of directors currently intends to retain any future earnings to support operations and to finance the growth and development of our business and does not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board.
Our Board currently intends to retain any future earnings to support operations and to finance the growth and development of our business and does not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board.
The following line graph compares the cumulative total stockholder return for our common stock, the Nasdaq Composite Index and Philadelphia Semiconductor Index for the five years ending on December 31, 2024. The graph assumes that $100 was invested on January 1, 2020 in our common stock and in each of the Nasdaq 100 Index and Philadelphia Semiconductor Index.
The following line graph compares the cumulative total stockholder return for our common stock, the Nasdaq Composite Index and Philadelphia Semiconductor Index for the five years ending on December 31, 2025. The graph assumes that $100 was invested on January 1, 2021 in our common stock and in each of the Nasdaq 100 Index and Philadelphia Semiconductor Index.
As of February 10, 2025, there were 30 holders of record (not including beneficial holders of stock held in street names) of our common stock. Dividend Policy We have never paid any cash dividends on our common stock.
As of February 5, 2026, there were 33 holders of record (not including beneficial holders of stock held in street names) of our common stock. Dividend Policy We have never paid any cash dividends on our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, Change 2024 vs 2023 2024 2023 2022 $ % (in thousands, except percentage) Revenue $ 202,697 $ 143,993 $ 283,605 $ 58,704 41 % Cost of revenue 98,203 61,905 100,643 36,298 59 % Gross profit 104,494 82,088 182,962 22,406 27 % Operating expenses: Research and development 106,855 97,589 90,288 9,266 9 % Selling, general and administrative 102,157 83,971 76,532 18,186 22 % Acquisition related costs 10,722 7,728 — 2,994 39 % Total operating expenses 219,734 189,288 166,820 30,446 16 % Income (loss) from operations (115,240) (107,200) 16,142 (8,040) 8 % Interest income 22,883 26,958 7,291 (4,075) (15 %) Other expense, net (758) (141) (97) (617) 438 % Income (loss) before income taxes (93,115) (80,383) 23,336 (12,732) 16 % Income tax expense (486) (152) (82) (334) 220 % Net income (loss) attributable to common stockholders and comprehensive income (loss) $ (93,601) $ (80,535) $ 23,254 $ (13,066) 16 % A discussion of changes in our results of operations from fiscal 2022 to fiscal 2023 has been omitted from this Annual Report on Form 10-K, but may be found in “Part II, Item 7.
Biggest changeYear Ended December 31, Change 2025 vs 2024 2025 2024 2023 $ % (in thousands, except percentage) Revenue $ 326,660 $ 202,697 $ 143,993 $ 123,963 61 % Cost of revenue 151,674 98,203 61,905 53,471 54 % Gross profit 174,986 104,494 82,088 70,492 67 % Operating expenses: Research and development 118,893 106,855 97,589 12,038 11 % Selling, general and administrative 116,504 102,157 83,971 14,347 14 % Acquisition related costs 6,567 10,722 7,728 (4,155) (39 %) Total operating expenses 241,964 219,734 189,288 22,230 10 % Loss from operations (66,978) (115,240) (107,200) 48,262 (42 %) Interest income 24,830 22,883 26,958 1,947 9 % Other expense, net (157) (758) (141) 601 (79 %) Loss before income taxes (42,305) (93,115) (80,383) 50,810 (55 %) Income tax expense (598) (486) (152) (112) 23 % Net loss attributable to common stockholders and comprehensive loss $ (42,903) $ (93,601) $ (80,535) $ 50,698 (54 %) A discussion of changes in our results of operations from fiscal 2023 to fiscal 2024 has been omitted from this Annual Report on Form 10-K, but may be found in “Part II, Item 7.
Timing technology has continued to evolve over centuries, underpinning broader technological evolution and is the heartbeat of digital electronic systems. Here, timing ensures that the system runs smoothly and reliably by providing and distributing clock signals to various critical components such as central processing units, communication and interface ICs, and radio frequency components.
Timing technology has continued to evolve over centuries, underpinning broader technological evolution and is the heartbeat of digital electronic systems. Timing ensures that the system runs smoothly and reliably by providing and distributing clock signals to various critical components such as central processing units, communication and interface ICs, and radio frequency components.
The changes in operating assets and liabilities resulted in cash used for operations primarily due to higher accounts receivable due to timing of shipments, increase in inventories as we managed our inventory levels, higher prepaid expenses and other assets, partially offset by higher accrued expenses and other liabilities and higher accounts payable due to timing of payments.
The changes in operating assets and liabilities resulted in cash used for operations primarily due to higher accounts receivable due to timing of shipments, increase in inventories as we managed our inventory levels, higher prepaid expenses and other assets, and lower accounts payable due to timing of payments, partially offset by higher accrued expenses and other liabilities.
In this aspect, we believe we are different than quartz-based timing providers, who typically have expertise in designing and manufacturing resonator components, but usually outsource the analog circuit design and packaging. We also have a deep understanding of the mechanical, electrical, and thermal properties of materials, which is a key requirement for developing our proprietary MEMS processes.
In this aspect, we believe we are different than quartz-based oscillator and resonator providers, who typically have expertise in designing and manufacturing resonator components, but usually outsource the analog circuit design and packaging. We also have a deep understanding of the mechanical, electrical, and thermal properties of materials, which is a key requirement for developing our proprietary MEMS processes.
Adjustments for the variable consideration has been in the range of 2% to 3% on a quarterly basis for the current year. Our customers have limited return rights under our contracts with them. If variable considerations are anticipated to exceed historical experience, we may adjust our sales returns allowance accordingly to properly reflect our net revenue.
Adjustments for the variable consideration has been in the range of 1% to 3% on a quarterly basis for the current year. Our customers have limited return rights under our contracts with them. If variable considerations are anticipated to exceed historical experience, we may adjust our sales returns allowance accordingly to properly reflect our net revenue.
We have a full valuation allowance for deferred tax assets as the realization of the full amount of our deferred tax asset is uncertain, including net operation losses (NOL), carryforwards, and tax credits related primarily to research and development. We expect to maintain this full valuation allowance until realization of the deferred tax assets becomes more likely than not.
We have a full valuation allowance for deferred tax assets as the realization of the full amount of our deferred tax asset is uncertain, including net operating losses ("NOL") carryforwards, and tax credits related primarily to research and development. We expect to maintain this full valuation allowance until realization of the deferred tax assets becomes more likely than not.
All acquisition-related costs are accounted for as expenses in the period in which they are incurred. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in acquisition related costs in the consolidated statements of operations and comprehensive income.
All acquisition-related costs are accounted for as expenses in the period in which they are incurred. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in acquisition related costs in the consolidated statements of operations and comprehensive loss.
The approach to estimating an initial contingent consideration associated with the purchase price also uses similar unobservable factors such as revenue projections over the term of the contingent earn-out period, discounted for the 53 Table of Contents period over which the initial contingent consideration is measured, and expected volatility.
The approach to estimating an initial contingent consideration associated with the purchase price also uses similar unobservable factors such as revenue projections over the term of the contingent earn-out period, discounted for the 55 Table of Contents period over which the initial contingent consideration is measured, and expected volatility.
Cost of Revenue, Gross Profit, and Gross Margin Cost of revenue consists of wafers acquired from third-party foundries, assembly, packaging, and test cost of our products paid to third-party contract manufacturers, and personnel and other costs associated with our manufacturing operations.
Cost of Revenue, Gross Profit, and Gross Margin Cost of revenue consists of wafers acquired from third-party foundries, assembly, packaging, and test cost of our products paid to third-party contract manufacturers, amortization of acquired intangibles, and personnel and other costs associated with our manufacturing operations.
At December 31, 2024 and 2023, we had research and development tax credit carryforwards of approximately $3.9 million and $3.9 million, respectively for U.S. federal income tax purposes and $3.6 million and $3.6 million, respectively for state income tax purposes.
At December 31, 2025 and 2024, we had research and development tax credit carryforwards of approximately $3.9 million and $3.9 million, respectively for U.S. federal income tax purposes and $3.6 million and $3.6 million, respectively for state income tax purposes.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for fiscal 2023 filed with the SEC on February 26, 2024. Revenue We derive revenue primarily from sales of Precision Timing solutions to distributors. We also sell products directly to some of our end customers.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for fiscal 2024 filed with the SEC on February 14, 2025. Revenue We derive revenue primarily from sales of Precision Timing solutions to distributors. We also sell products directly to some of our end customers.
Cost of revenue also includes depreciation of production equipment, inventory write-downs, shipping and handling costs, and allocation of overhead and facility costs. We also include credits for rebates received from third-party contract manufacturers in cost of revenue.
Cost of revenue also includes depreciation of production equipment, 50 Table of Contents inventory write-downs, shipping and handling costs, and allocation of overhead and facility costs. We also include credits for rebates received from third-party contract manufacturers in cost of revenue.
For additional discussion please see Part I, Item 1A "Risk Factors" of this report, especially the risk factor titled “Our gross margins may fluctuate due to a variety of factors, which could negatively impact our results of operations and our financial condition.” Operating Expenses Our operating expenses consist of research and development, sales and marketing, general and administrative expenses, and acquisition related costs.
For additional discussion please see Part I, Item 1A "Risk Factors" of this Annual Report on Form 10-K, especially the risk factor titled “Our gross margins may fluctuate due to a variety of factors, which could negatively impact our results of operations and our financial condition.” Operating Expenses Our operating expenses consist of research and development, sales and marketing, general and administrative expenses, and acquisition related costs.
There is no guarantee we will enter into a non-recurring engineering arrangement or recognize such contra-expense in any future period. Based on our current contracts, we expect the non-recurring engineering contra-expense to decline in future periods.
There is no guarantee we will enter into a non-recurring engineering arrangement or recognize such reimbursements in any future period. Based on our current contracts, we expect the non-recurring engineering reimbursements to decline in future periods.
From time to time, these factors, together with changes in macroeconomic conditions, can cause significant upturns and downturns in the semiconductor industry, and in our business. Downturns in the semiconductor industry have been characterized by diminished product demand, production overcapacity, high inventory levels, and accelerated erosion of average selling prices.
From time to time, these factors, together with changes in macroeconomic conditions, can cause significant upturns and downturns in the semiconductor industry, and in our business. Downturns in the semiconductor industry have been characterized by diminished product demand, production overcapacity, high inventory levels, and accelerated erosion of ASPs.
In the event that we need to borrow funds or issue additional equity, we cannot provide any assurance that any such additional financing will be available on terms acceptable to us, if at all.
In the event that we need to 53 Table of Contents borrow funds or issue additional equity, we cannot provide any assurance that any such additional financing will be available on terms acceptable to us, if at all.
SiTime is now a key provider of all differentiated products in timing – oscillators, clocks, and resonators combined with depth in engineering expertise in Precision Timing solutions. We sell our products primarily through distributors, who in turn sell to our end customers. We also sell products directly to some of our end customers.
SiTime is now a key provider of all differentiated products in timing - oscillators, clocks, and resonators combined synchronization software and deep engineering expertise in Precision Timing solutions. We sell our products primarily through distributors, who in turn sell to our end customers. We also sell products directly to some of our end customers.
This was partially offset by purchases of $807.8 million of short-term investments in held-to-maturity securities, $36.2 million largely to purchase test and other manufacturing equipment to support our operations and other property and equipment for general business purposes, and $0.5 million to purchase intangible assets in software licenses. In 2023, cash used in investing activities was $36.7 million.
This was partially offset by purchases of $807.8 million of short-term investments in held-to-maturity securities, $36.2 million largely to purchase test and other manufacturing equipment to support our operations and other property and equipment for general business purposes, and $0.5 million to purchase intangible assets in software licenses.
We will continue to incur incremental costs beyond 2024 related to the Aura transaction arising from changes in the fair value of the sales-based earnout liability and accretion of acquisition consideration payable. Interest Income and Other Expense, net Interest income and other expense consists primarily of interest income on our cash balances, and foreign exchange gains and losses.
We will continue to incur incremental costs beyond 2025 related to the Aura transaction arising from changes in the fair value of the sales-based earnout liability. Interest Income and Other Expense, net Interest income and other expense consists primarily of interest income on our cash balances, and foreign exchange gains and losses.
Three customers each in 2024, and 2022, and four customers in 2023 which are distributors of our products, accounted for more than 10% of our net revenues. International sales,identified based upon the ship-to location of the customers who purchased the Company’s products, represented approximately 92%, 86%, and 88% of net revenues in 2024, 2023, and 2022, respectively.
Two customers in 2025, three customers in 2024 and four customers in 2023, which are distributors of our products, accounted for more than 10% of our net revenues. International sales, identified based upon the ship-to location of the customers who purchased the Company’s products, represented approximately 93%, 92%, and 86% of net revenues in 2025, 2024, and 2023, respectively.
As of December 31, 2024 and 2023, we also had cash and cash equivalents of $6.1 million and $9.5 million, respectively. Our principal use of cash is to fund our operations, to support growth through capital investments, and to acquire complementary businesses, products, services, or technologies in the future.
As of December 31, 2025 and 2024, we also had cash and cash equivalents of $16.8 million and $6.1 million, respectively. Our principal use of cash is to fund our operations, to support growth through capital investments, and to acquire complementary businesses, products, services, or technologies in the future.
Additionally, as electronics continue to proliferate in all industries and areas of our daily life, digital devices are increasingly subjected to less 45 Table of Contents controlled environments, making resiliency ever more important. These industry trends place higher demands on timing components, escalating the importance of resilient and reliable Precision Timing.
Additionally, as electronics continue to proliferate in all industries and areas of our daily life, digital devices are increasingly subjected to less controlled environments, making resiliency to environmental stressors ever more important. These industry trends place higher demands on timing components, increasing the importance of resilient and reliable Precision Timing.
Our research and development expense consists primarily of personnel costs, as well as pre-production engineering mask costs, software license and intellectual property expenses, design tools and prototype-related expenses, facility costs, supplies, professional and consulting fees, and allocated overhead costs, which may be offset by non-recurring engineering contra-expenses recorded in certain periods.
Our research and development expense consists primarily of personnel costs, pre-production engineering mask costs, software license expenses, intellectual property expenses, design tools and prototype-related expenses, facility costs, supplies, professional and consulting fees, and allocated overhead costs, which may be offset by non-recurring engineering reimbursements provided by third parties recorded in certain periods.
Year Ended December 31, Change 2024 vs 2023 2024 2023 2022 $ % (in thousands except percentage) Income tax expense $ (486) $ (152) $ (82) $ (334) 220% Liquidity and Capital Resources As of December 31, 2024 and 2023 we held short-term investments in held-to-maturity securities of $412.7 million and $518.7 million, respectively, which consisted of Treasury Bills.
Year Ended December 31, Change 2025 vs 2024 2025 2024 2023 $ % (in thousands except percentage) Income tax expense $ (598) $ (486) $ (152) $ (112) 23% Liquidity and Capital Resources As of December 31, 2025 and 2024 we held short-term investments in held-to-maturity securities of $791.6 million and $412.7 million, respectively, which consisted of Treasury Bills.
As electronics evolve to deliver higher performance, connectivity, and intelligence, even in increasingly challenging environments, while also being more complex and size-constrained, we believe they will require more sophisticated semiconductor-based timing solutions that cannot be developed in legacy quartz crystal-based technologies. Precision timing fills this need with the performance, power, size, and cost that is required by these applications.
As electronics evolve to deliver higher performance, connectivity, and intelligence, even in increasingly challenging environments, while also being more complex and size-constrained, we believe they will require more sophisticated semiconductor-based timing solutions that cannot be developed in legacy quartz crystal-based technologies.
The net proceeds from the Sales Agreement were offset by tax withholdings paid on behalf of employees for net share settlement of $41.3 million. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles.
The net proceeds from the Sales Agreement were offset by tax withholdings paid on behalf of employees for net share settlement of $52.6 million, payment towards the Aura transaction of $75.2 million and related payment of earnouts of $12.3 million. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles.
The net proceeds from the Sales Agreement were offset by tax withholdings 52 Table of Contents paid on behalf of employees for net share settlement of $52.6 million, payment towards the Aura transaction of $75.2 million and related payment of earnouts of $12.3 million.
The net proceeds from the Sales Agreement were offset by tax withholdings paid on behalf of employees for net share settlement of $54.6 million, payment towards the Aura transaction of $32.7 million and related payment of earnouts of $12.9 million.
Selling, general and administrative expense increased by $18.2 million, or 22%, for the year ended December 31, 2024 compared to the same period in 2023, primarily due to higher stock-based compensation expense of $12.0 million, higher wages and bonus of $4.2 million related to increased headcount, higher sales commission payouts of $0.7 million due to higher sales, and higher travel costs of $0.6 million.
Selling, general and administrative expense increased by $14.3 million, or 14%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to higher stock-based compensation expense of $4.9 million, higher consulting costs of $2.9 million, higher personnel costs of $3.0 million related to increased headcount, higher sales commission payouts of $2.7 million due to higher sales, and higher travel costs of $0.5 million.
We believe that our existing cash and cash equivalents and our short-term investments will be sufficient to meet our cash needs for at least the next 12 months.
We believe that our existing cash and cash equivalents and our short-term investments, along with the funds we may plan to raise for our Asset Purchase Agreement, will be sufficient to meet our cash needs for at least the next 12 months.
Revenue Recognition We derive our revenue from product sales primarily to distributors. We recognize product revenue, at a point in time, upon shipment when we satisfy our performance obligations as evidenced by the transfer of control of our products to customers. We measure revenue based on the amount of consideration we expect to be entitled to in exchange for products.
Revenue Recognition We derive our revenue from product sales primarily to distributors, who are our customers. We recognize product revenue, at a point in time, upon shipment when we satisfy our performance obligations as evidenced by the transfer of control of our products to customers.
Gross profit increased $41.2 million mainly from higher revenue. This increase was partially offset by higher amortization from acquired intangibles of $11.6 million, and higher other manufacturing and overhead costs of $6.8 million, which primarily consists of depreciation and amortization, freight and inventory reserves.
Gross profit increased $90.3 million mainly from higher revenue. This increase was partially offset by higher other manufacturing and overhead costs of $14.8 million, which primarily consists of depreciation and amortization, freight and inventory reserves, higher amortization from acquired intangibles of $3.5 million, and higher stock-based compensation costs of $1.5 million.
A fabless infrastructure gives us production flexibility and the ability to scale capacity up and down to meet demand. While this model allows us to operate with lower capital expenditure investment than other semiconductor companies that own fabs, we may be required to make such investments from time to time primarily to strengthen our supply chain and optimize our costs.
While this model allows us to operate with lower capital expenditure investment than other semiconductor companies that own fabrication plants ("fabs"), we may be required to make such investments from time to time primarily to strengthen our supply chain and optimize our costs.
Variable consideration is estimated and reflected as an adjustment to the transaction price. Depending on the terms of the contract, variable consideration is estimated using either the expected value approach or the most likely value approach.
We measure revenue based on the amount of consideration we expect to be entitled to in exchange for products. Variable consideration is estimated and reflected as an adjustment to the transaction price. Depending on the terms of the contract, variable consideration is estimated using either the expected value approach or the most likely value approach.
There is no assurance that we will have non-recurring engineering contra-expense from period to period. We expense research and development costs as incurred. We believe that continued investment in our products is important for our future growth and acquisition of new customers and, as a result, we expect our research and development expenses to continue to increase in absolute dollars.
We believe that continued investment in our products is important for our future growth and acquisition of new customers and, as a result, we expect our research and development expenses to continue to increase in absolute dollars.
The changes in operating assets and liabilities resulted in cash provided primarily due to lower accounts receivable due to timing of shipments offset by an increase in inventories as we managed our inventory levels, higher prepaid expenses and other assets, lower accrued expenses and other liabilities due to timing of payments and a decrease in accounts payable.
The changes in operating assets and liabilities resulted in cash used for operations primarily due to higher accounts receivable due to timing of shipments, increase in inventories due to timing of shipments, higher prepaid expenses and other assets, partially offset by lower accrued expenses and other liabilities and lower accounts payable due to timing of payments.
If we fail to anticipate or respond to technological shifts or market demands, or to timely develop new or enhanced products or technologies in response to the same, it could result in decreased revenue and the loss of our design wins to our competitors. Pricing, Product Cost, and Product Mix The ASPs of our products vary significantly.
We also analyze in detail potential competing forces that could hinder such adoption. If we fail to anticipate or respond to technological shifts or market demands, or to timely develop new or enhanced products or technologies in response to the same, it could result in decreased revenue and the loss of our design wins to our competitors.
While the ASP of any individual product generally decreases over time, our average ASPs have historically remained relatively flat as we continue to introduce new higher-end products with higher ASPs. Our pricing and margins depend on customer demand as well as the volumes and the features of the timing devices we provide to our customers.
Pricing, Product Cost, and Product Mix The ASPs of our products vary significantly. While the ASP of any individual product generally decreases over time, our average ASPs have historically remained relatively flat as we continue to introduce new higher-end products with higher ASPs.
We are dependent on the availability of this capacity to manufacture and assemble our products and we can provide no assurance that adequate capacity will be available to us in the future. We cannot predict the duration or timing of any downturn or upturn in the semiconductor industry.
To support our current growth plans, we are dependent on the availability of this capacity to manufacture and assemble our products and we can provide no assurance that adequate capacity will be available to us in the future.
Research and development expense increased by $9.3 million, or 9%, for the year ended December 31, 2024 compared to the same period in 2023, primarily due to an increase in stock-based compensation expense of $5.0 million, a decrease in non-recurring engineering contra-expense recognized of $2.3 million, and higher engineering spend towards ongoing new product development of $1.6 million.
Research and development expense increased by $12.0 million, or 11%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to an increase in stock-based compensation costs of $4.6 million, 51 Table of Contents higher personnel costs of $4.5 million due to increase in headcount, higher engineering spend towards ongoing new product development of $3.4 million, offset by an increase in non-recurring engineering reimbursements provided by third parties recognized of $0.5 million.
During the year ended December 31, 2023, we sold 400,000 shares of our common stock under the Sales Agreement resulting in net proceeds to us of $44.8 million, after deducting underwriting discounts and commissions of $0.9 million and offering costs of $0.3 million.
During the year ended December 31, 2025, we sold 263,400 shares of our common stock under the Sales Agreement at a weighted average price of $251.26 per share resulting in net proceeds to us of $64.3 million, after deducting underwriting discounts and commissions and offering costs.
Acquisition related costs increased by $3.0 million, or 39%, for the year ended December 31, 2024, primarily due to accretion of acquisition consideration payable of $3.3 million and an increase in the fair value of sales-based earnout liability of $4.9 million, partially offset by a reduction in one-time acquisition costs related to the 2023 Aura transaction of $5.2 million.
Acquisition related costs decreased by $4.2 million, or 39%, for the year ended December 31, 2025, primarily due to lower accretion of acquisition consideration payable of $3.1 million as the liability was fully paid during the year, and lower accretion of the fair value of sales-based earnout liability of $2.0 million due to lower interest rates and payment, offset by an increase in one-time acquisition costs of $0.9 million.
At December 31, 2024 and 2023, we had federal NOL carry-forwards of approximately $250.7 million and $230.2 million, respectively, state NOL carry-forwards of approximately $84.5 million and $83.7 million, respectively, and foreign NOL carry-forwards of approximately $2.0 million and $1.7 million, respectively. These federal, state, and foreign net operating loss carry-forwards will expire beginning in 2028.
At December 31, 2025 and 2024, we had federal NOL carryforwards of approximately $344.3 million and $250.7 million, respectively, state NOL carryforwards of approximately $85.1 million 52 Table of Contents and $84.5 million, respectively, and foreign NOL carryforwards of approximately $0.2 million and $2.0 million, respectively. These federal, state, and foreign NOL carryforwards will expire beginning in 2028.
We are also different in that our MEMS resonators are made using semiconductor technology which has significant benefits in features, performance, manufacturing, and cost, while the quartz resonator and oscillator suppliers use quartz crystal material Compared to traditional clock IC suppliers, we are different in that we design the resonator in-house and can integrate it into the clock IC package.
To maximize MEMS first-silicon success, we have also developed our own MEMS simulation tools. We are also different in that our MEMS resonators are made using semiconductor technology which has significant benefits in features, performance, manufacturing, and cost, while the quartz resonator and oscillator suppliers use quartz crystal material.
Over the longer term, our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our sales and marketing and research and development expenditures, and the continuing market acceptance of our solutions.
Over the longer term, our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our sales and marketing and research and development expenditures, costs to acquire or invest in complementary businesses and technologies, payment obligations associated with our completed acquisitions based on achievement of certain milestones, and the continuing market acceptance of our solutions.
Year Ended December 31, Change 2024 vs 2023 2024 2023 2022 $ % (in thousands except percentage) Operating Expenses: Research and development $ 106,855 $ 97,589 $ 90,288 $ 9,266 9 % Selling, general and administrative 102,157 83,971 76,532 18,186 22 % Acquisition related costs 10,722 7,728 — 2,994 39 % Total operating expenses $ 219,734 $ 189,288 $ 166,820 $ 30,446 16 % 49 Table of Contents Research and Development Our research and development efforts are focused on the design and development of Precision Timing solutions.
Year Ended December 31, Change 2025 vs 2024 2025 2024 2023 $ % (in thousands except percentage) Operating Expenses: Research and development $ 118,893 $ 106,855 $ 97,589 $ 12,038 11 % Selling, general and administrative 116,504 102,157 83,971 14,347 14 % Acquisition related costs 6,567 10,722 7,728 (4,154) (39) % Total operating expenses $ 241,964 $ 219,734 $ 189,288 $ 22,231 10 % Research and Development Our research and development efforts are focused on the design and development of Precision Timing solutions.
We believe that the total timing market is approximately $10 billion in size. Since our founding, we have focused on transforming this market with compelling solutions that solve difficult timing problems. Historically, our revenue has been substantially delivered from sales of oscillator systems across our target end markets.
We believe that the total timing market is approximately $11 billion in size and growing. Since our founding, we have focused on the high-end portion of the market, i.e. Precision Timing. Historically, our revenue has been substantially derived from sale of oscillator systems across our target end markets.
Year Ended December 31, Change 2024 vs 2023 2024 2023 2022 $ % (in thousands except percentage) Cost of Revenue $ 98,203 $ 61,905 $ 100,643 $ 36,298 59 % Gross Profit 104,494 82,088 182,962 22,406 27 % Gross Margin 52 % 57 % 65 % Gross profit increased by $22.4 million in the year ended December 31, 2024 compared to the same period in 2023.
Year Ended December 31, Change 2025 vs 2024 2025 2024 2023 $ % (in thousands except percentage) Cost of Revenue $ 151,674 $ 98,203 $ 61,905 $ 53,471 54 % Gross Profit 174,986 104,494 82,088 70,492 67 % Gross Margin 54 % 52 % 57 % Gross profit increased by $70.5 million in the year ended December 31, 2025 compared to the same period in 2024.
In all of these markets, the trend for increased data transfer at higher speeds and demand for lower latency continues to grow. This requires higher levels of performance in timing and synchronization.
For the mobile, IoT and consumer market, our timing solutions offer high performance at optimal power consumption and size, as our customers fit more functionality into smaller devices. In all of these markets, the trend for increased data transfer at higher speeds and demand for lower latency continues to grow. This requires higher levels of performance in timing and synchronization.
If we are unable to raise additional capital when we need it, it would harm our business, results of operations and financial condition. 51 Table of Contents The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2024 2023 2022 (in thousands) Net cash provided by operating activities $ 23,190 $ 8,056 $ 39,752 Net cash provided by (used in) investing activities 64,759 (36,660) (560,088) Net cash provided by (used in) financing activities (91,311) 3,469 (4,522) Net increase decrease in cash and cash equivalents $ (3,362) $ (25,135) $ (524,858) Operating Activities In 2024, net cash provided by operating activities of $23.2 million was primarily due to net loss of $93.6 million and a change in operating assets and liabilities of $25.0 million, offset by non-cash expenses of $141.8 million.
The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by operating activities $ 87,154 $ 23,190 $ 8,056 Net cash (used in) provided by investing activities (427,866) 64,759 (36,660) Net cash provided by (used in) financing activities 351,365 (91,311) 3,469 Net increase (decrease) in cash and cash equivalents $ 10,653 $ (3,362) $ (25,135) Operating Activities In 2025, net cash provided by operating activities of $87.2 million was primarily due to net loss of $42.9 million and a change in operating assets and liabilities of $21.8 million, offset by non-cash expenses of $151.9 million.
Given our customer relationships and the long-term aspects of our solutions, we benefit from visibility into customer demand. This in turn provides an opportunity for us to monitor and refine our business fundamentals.
Given our customer relationships and the long-term aspects of our solutions, we benefit from visibility into customer demand.
In 2024, cash provided by investing activities was $64.8 million. We received proceeds from the maturity of held to maturity investments of $909.3 million.
We received proceeds from the maturity of held to maturity investments of $909.3 million.
We work closely with our customers to understand their product roadmaps and strategies. Our end customers continuously develop new products in existing and new application areas. We also consider design wins critical to our future success and anticipate being increasingly dependent on revenue from new design wins for our new higher-end products which have higher average selling prices (“ASPs”).
We also consider design wins critical to our future success and anticipate being increasingly dependent on revenue from new design wins for our new higher-end products which have higher ASPs.
The research and development credit carryforwards for federal tax purposes will begin to expire in 2025, and state tax credits carry forward indefinitely.
The research and development credit carryforwards for federal tax purposes began to expire in 2025, and state tax credits carry forward indefinitely. On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law.
We are a leading provider of Precision Timing solutions to the global electronics industry. Our Precision Timing solutions are the heartbeat of our customers’ electronic systems, providing the timing functionality that is needed for electronics to operate reliably and accurately.
Our Precision Timing products are the heartbeat of our customers’ electronic systems, providing the timing functionality that is needed for electronics to operate reliably and accurately. We provide Precision Timing solutions that are differentiated by high performance, high resilience, and high reliability, along with programmability, small size, and low power consumption.
However, we expect our gross margin to fluctuate on a quarterly basis as a result of changes in ASPs due to new product introductions, existing product transitions into high-volume manufacturing, manufacturing costs, and our product mix. 47 Table of Contents Cyclical Nature of the Semiconductor Industry The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence, price erosion, evolving standards, short product life cycles, and wide fluctuations in product supply and demand.
However, we expect our gross margin to fluctuate on a quarterly basis as a result of changes in ASPs due to new product introductions, existing product transitions into high-volume manufacturing, manufacturing costs, and our product mix.
Product Adoption within New Markets and Applications As we evaluate new market opportunities and bring new products to market, we pay particular attention to forecasts by industry analysts and the adoption curve of technology. We also analyze in detail potential competing forces that could hinder such adoption.
This in turn provides an opportunity for us to monitor and refine our business fundamentals. 48 Table of Contents Product Adoption within New Markets and Applications As we evaluate new market opportunities and bring new products to market, we pay particular attention to forecasts by industry analysts and the adoption curve of technology.
Our analog/mixed-signal die are developed using industry-standard processes and deliver high levels of performance using programmable PLLs, temperature sensors, regulators, data converters, drivers and other building blocks. Unlike most clock IC vendors, we do not rely on quartz vendors to provide the quartz resonator clock reference that is required for their clock ICs to function.
Compared to traditional clock IC suppliers, we are different in that we design the resonator in-house and can integrate it into the clock IC package. Our analog/mixed-signal die are developed using industry-standard processes and deliver high levels of performance using programmable phase-locked loops, temperature sensors, regulators, data converters, drivers and other building blocks.
Our expertise creates supply chain advantages for us and most importantly, enables us to design and build complete timing systems that result in performance advantages, providing a complete solution to the customer. Our Precision Timing solutions are designed to be resilient to harsh environmental stressors.
Unlike most clock IC vendors, we do not rely on quartz vendors to provide the quartz resonator clock reference that is required for their clock ICs to function. Our expertise creates supply chain advantages for us and most importantly, enables us to design and build complete timing systems that result in performance advantages, providing a complete solution to the customer.
We paid $1,046.4 million to purchase short-term investments in held-to-maturity securities and $39.0 million for the acquisition of certain assets and the exclusive license to certain intellectual property from Aura. We paid $8.9 million largely to purchase test and other manufacturing equipment to support our operations and other property and equipment for general business purposes.
This was partially offset by purchases of $1,368.8 million of short-term investments in held-to-maturity securities, $52.0 million largely to purchase test and other manufacturing equipment to support our operations and other property and equipment for general business purposes, and $0.4 million to purchase intangible assets in software licenses. In 2024, cash provided by investing activities was $64.8 million.
We may not be able to fulfill increased demand, at least in the short term, as we do not intend to acquire excess inventory to pre-build custom products. Design Wins with New and Existing Customers Our solutions enable our customers to differentiate their product offerings and position themselves to gain market share.
In addition, changes in forecasts or the timing of orders from customers exposes us to the risks of inventory shortages or excess inventory. We may not be able to fulfill increased demand, at least in the short term, as we do not intend to acquire excess inventory to pre-build custom products.
Year Ended December 31, Change 2024 vs 2023 2024 2023 2022 $ % (in thousands except percentage) Revenue $ 202,697 $ 143,993 $ 283,605 $ 58,704 41 % 48 Table of Contents Revenue increased by $58.7 million, or 41%, for 2024 compared to 2023.
Year Ended December 31, Change 2025 vs 2024 2025 2024 2023 $ % (in thousands except percentage) Revenue $ 326,660 $ 202,697 $ 143,993 $ 123,963 61 % Revenue increased by $124.0 million, or 61%, for 2025 compared to 2024 primarily driven by demand for our products in AI and datacenter applications.
For the automotive market, our solutions can be utilized in automotive electronics, including ADAS for self-driving cars, which require increased timing accuracy. For the industrial market, our products offer programmability and high reliability for the diverse operating conditions of industrial equipment, including high temperatures, mechanical shock, and vibration.
For the industrial market, our products offer programmability and high reliability for the diverse operating conditions of industrial 47 Table of Contents equipment, including high temperatures, mechanical shock, and vibration. For the aerospace and defense market, our solutions provide high reliability and lower acceleration sensitivity for end products that operate in rugged conditions.
Cancellations of orders could result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory and operating expenses. In addition, changes in forecasts or the timing of orders from customers exposes us to the risks of inventory shortages or excess inventory.
Key Factors Affecting Our Performance Customer Orders and Forecasts Because our sales are made pursuant to standard purchase orders, orders may be cancelled, reduced, or rescheduled with little or no notice and without penalty. Cancellations of orders could result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory and operating expenses.
Results of Operations The following table summarizes our results of operations for the periods presented.
We cannot predict the duration or timing of any downturn or upturn in the semiconductor industry. 49 Table of Contents Results of Operations The following table summarizes our results of operations for the periods presented.
In 2023, net cash provided by operating activities of $8.1 million was primarily due to a net loss of $80.5 million and a change in operating assets and liabilities of $4.3 million, offset by depreciation and amortization, stock-based compensation expense, a net change in unrealized interest on held to maturity securities, change in fair value of sales based earnout liability and acquisition consideration payable for a total of $92.9 million.
Non-cash expenses were mainly related to stock-based compensation expense, depreciation and amortization, change in fair value of sales based earnout liability and acquisition consideration payable, inventory write-downs and net changes in unrealized interest on held to maturity investments.
During the year ended December 31, 2024, we sold 332,500 shares of our common stock under the Sales Agreement at a weighted average price of $151.91 per share resulting in net proceeds to us of $48.8 million, after deducting underwriting discounts and commissions and offering costs. Our purchase obligations primarily include design and simulation licenses.
Financing Activities Our financing activities have primarily consisted of proceeds from issuance of shares, payment of withholding of taxes on RSUs and payment of acquisition related consideration and earnouts. 54 Table of Contents During the year ended December 31, 2025, we sold 263,400 shares of our common stock under the Sales Agreement resulting in net proceeds to us of $64.3 million, after deducting underwriting discounts and commissions of $1.3 million and offering costs of $0.6 million.
Lower sales volume in the prior year was driven by excess inventory buildup at many of our customers, distributors and their affiliates, partners, and contract manufacturers, and lower demand for our products due to macroeconomic conditions. Our top ten direct customers, including distributors, accounted for approximately 84%, 82% and 74% of net revenues in 2024, 2023, and 2022, respectively.
The revenue growth was related to an increase in ASPs of our products due to change in mix of the products we shipped as well as a 14% increase in unit shipment volume. Our top ten direct customers, including distributors, accounted for approximately 85%, 84% and 82% of net revenues in 2025, 2024, and 2023, respectively.
Year Ended December 31, Change 2024 vs 2023 2024 2023 2022 $ % (in thousands except percentage) Interest income $ 22,883 $ 26,958 $ 7,291 $ (4,075) (15)% Other expense, net (758) (141) (97) (617) 438 % Total interest income and other expense, net $ 22,125 $ 26,817 $ 7,194 $ (4,692) (17)% 50 Table of Contents Interest income and other expense, net decreased $4.7 million for the year ended December 31, 2024 compared to the same period in 2023, primarily related to lower interest income earned on short term investments due to lower interest rates and a decrease in investment balances arising from acquisition related payments and higher capital expenditures.
Year Ended December 31, Change 2025 vs 2024 2025 2024 2023 $ % (in thousands except percentage) Interest income $ 24,830 $ 22,883 $ 26,958 $ 1,947 9% Other expense, net (157) (758) (141) 601 (79 %) Total interest income and other expense, net $ 24,673 $ 22,125 $ 26,817 $ 2,548 12% Interest income and other expense, net increased $2.5 million for the year ended December 31, 2025 compared to the same period in 2024 due to increase in average investment balance during the period, primarily due to funds raised through the follow-on public offering in June 2025, partially offset by lower interest rates.
Gross margin was lower by 5% in the year ended December 31, 2024 compared to the same period in 2023. The decrease was mainly due to higher amortization from acquired intangibles by 6%, partially offset by lower stock-based compensation costs by 1%. Gross margin may fluctuate from time to time due to a variety of factors.
Gross margin was higher by 2% in the year ended December 31, 2025 compared to the same period in 2024. The gross margins increased by 1% primarily due to a change in the mix of products shipped, and due to improvement of overhead costs as a percentage of revenue by 1% as a result of higher volumes achieved in 2025.
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We provide Precision Timing solutions that are differentiated by high performance, high resilience, and high reliability, along with programmability, small size, and low power consumption. Our products have been designed into over 300 applications across our target markets, including communications, datacenter and enterprise, automotive, industrial, aerospace, mobile, IoT, and consumer.
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Precision timing, a category that SiTime created ("Precision Timing") fills this need with the performance, resilience, reliability, power, size, and cost that is required by these applications. We are a leading provider of Precision Timing solutions to the global electronics industry.
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Our current solutions include various types of oscillators, as well as clock ICs and resonators. Our all-silicon solutions are based on three fundamental areas of technical expertise: MEMS, analog mixed-signal design, and advanced system-level integration.
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Our products have been designed into over 400 applications across our target markets, including artificial intelligence ("AI") systems, datacenter, communications, enterprise, automotive, industrial, aerospace, defense, mobile, Internet of Things (“IoT”), and consumer. Our current solutions include various types of oscillators, as well as clock integrated circuits (“ICs”), resonators, and synchronization software.
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This expertise enables us to design silicon MEMS resonators, analog circuits, as well as systems and packaging, and bring these all together to deliver a system-level solution that synergistically solves customers’ complex timing problems.
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In 2025, we have benefitted from the strong growth in AI datacenter deployments. Our all-silicon solutions are based on four fundamental areas of technical expertise: micro-electro-mechanical systems (“MEMS”), analog mixed-signal design, advanced system-level integration, and software. This expertise, along with the knowledge of our customers' systems, gives our products a significant edge as we address customers’ complex timing problems.
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To maximize MEMS first-silicon success, we have also developed our own MEMS simulation tools.
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Today's newer applications are driving the need for faster connectivity and lower latency, even when the electronics is subject to non-ideal conditions. Our Precision Timing solutions are designed to be resilient to such harsh environmental stressors which provides a benefit to our customers.
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For the communications, datacenter and enterprise market, our products provide high performance and resilience in dense, less-controlled environments that experience extreme conditions.
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For example, Artificial Intelligence ("AI") Infrastructure equipment is becoming more dense, and is subject to rapid temperature changes within the system, but still needs to deliver maximum performance and reliability. In the communications market, a 5G small cell radio mounted on a pole next to a road or rail line is subject to vibration of passing heavy trucks or trains.
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The resilience of our products becomes an increasing advantage as equipment is placed in dense, harsh environments and moves closer to the customer with the rollout of 5G, the rapid expansion in cloudification, and deployment of hyperscale and AI datacenters.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, a hypothetical 10% increase or decrease in market interest rates would change the fair value and related interest income on our interest-earning instruments of $412.7 million, by an increase or decrease of approximately $2.3 million for the twelve months ended December 31, 2024. 54 Table of Contents
Biggest changeAs of December 31, 2025, a hypothetical 10% increase or decrease in market interest rates would change the fair value and related interest income on our interest-earning instruments of $791.6 million, by an increase or decrease of approximately $3.1 million for the twelve months ended December 31, 2025. 56 Table of Contents
Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States and, to a lesser extent, in Malaysia, the Netherlands, France, Taiwan, Japan, Finland, Korea, Germany, Ukraine, and India.
Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States and, to a lesser extent, in Malaysia, the Netherlands, France, Taiwan, Japan, Finland, Korea, Germany, Ukraine, India and Singapore.
As of December 31, 2024, the effect of a hypothetical 10% change in foreign currency exchanges rates applicable to our business would not have had a material impact on our historical consolidated financial statements. We do not currently have a hedging policy with respect to foreign currency exchange risk.
As of December 31, 2025, the effect of a hypothetical 10% change in foreign currency exchanges rates applicable to our business would not have had a material impact on our historical consolidated financial statements. We do not currently have a hedging policy with respect to foreign currency exchange risk.
During the year ended December 31, 2024 we generated $22.9 million in interest income through our cash, cash equivalents and short-term investment balances. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
During the year ended December 31, 2025 we generated $24.8 million in interest income through our cash, cash equivalents and short-term investment balances. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
Interest Rate Risk We had cash and cash equivalents of $6.1 million as of December 31, 2024 consisting of bank deposits, money market funds, and Treasury Bills. We also had short-term investments in held-to-maturity securities of $412.7 million consisting of Treasury Bills as of December 31, 2024. Such interest-earning instruments carry a degree of interest rate risk.
Interest Rate Risk We had cash and cash equivalents of $16.8 million as of December 31, 2025 consisting of bank deposits, money market funds, and Treasury Bills. We also had short-term investments in held-to-maturity securities of $791.6 million consisting of Treasury Bills as of December 31, 2025. Such interest-earning instruments carry a degree of interest rate risk.

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