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Get filing alertsSiTime closes Renesas timing business acquisition, expects $300M+ revenue in 12 months
Filed July 1, 2026 · Period ending June 30, 2026 · ~1 min read
Key Changes
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Completed acquisition of Renesas timing assets with 30-year legacy, 10,000+ customers, and ~70% historical gross margins; 75% of revenue from AI-Datacenter-Comms segment.
Exhibit 99.1 view on EDGAR → -
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Management projects acquired business will generate at least $300M revenue in next 12 months, growing SiTime's clocking portfolio 10x and accelerating path to $1B total revenue.
Exhibit 99.1 view on EDGAR → -
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Entered $200M revolving credit facility with Wells Fargo; no loans outstanding at closing. Facility includes stepped leverage covenants from 4.50:1.00 (Q3 2026) to 3.50:1.00 (Q2 2027+) and 3.00:1.00 minimum interest coverage.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Issued shares to Renesas with registration rights allowing up to three underwritten offerings per 18 months; Renesas CEO to join SiTime board as Class I director.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Credit facility includes springing maturity 91 days before 2031 convertible notes mature if outstanding convertible debt exceeds greater of $270M or 75% of EBITDA, creating potential refinancing risk.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
SiTime closed its acquisition of Renesas' timing business, a 30-year-old operation serving over 10,000 customers with historically strong 70% gross margins.
Management expects the acquired business to generate at least $300 million in revenue over the next 12 months, representing a material revenue contribution that grows SiTime's clocking portfolio by 10x and accelerates the company's path toward $1 billion in total revenue. The acquired business is heavily weighted toward AI-Datacenter-Comms (75% of revenue), positioning SiTime for growth in high-demand segments.
To finance the transaction, SiTime established a $200 million revolving credit facility with Wells Fargo, currently undrawn. The facility imposes stepped leverage covenants that tighten from 4.50:1.00 in Q3 2026 to 3.50:1.00 by Q2 2027, requiring disciplined execution as the company integrates the acquisition. A springing maturity provision tied to the company's 2031 convertible notes creates potential refinancing risk if outstanding convertible debt exceeds $270 million or 75% of EBITDA. SiTime also issued shares to Renesas with registration rights allowing up to three underwritten offerings per 18 months, and Renesas' CEO will join SiTime's board, deepening the strategic relationship between the companies. The transaction materially scales SiTime's revenue base and market presence, with execution on integration and covenant compliance as key near-term watch items.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Together, we will explore a strategic collaboration to integrate SiTime’s MEMS resonators into Renesas’ embedded computing products for the next generation of intelligent devices.
Beyond the asset purchase, SiTime and Renesas signed a partnership MOU in February 2026 to explore integrating SiTime's MEMS resonator technology into Renesas' embedded computing products. Renesas CEO Hidetoshi Shibata is expected to join SiTime's Board of Directors, signaling a deeper strategic relationship between the companies.
Added in current filing · view on EDGAR →
We are accelerating our path to $1B in revenue, growing our clocking portfolio by 10x, expanding our presence in the high-growth AI datacenter market and scaling our gross margins to the higher end of our target range.
The CEO stated the acquisition will grow SiTime's clocking portfolio by 10x, expand presence in the AI datacenter market, and scale gross margins to the higher end of the company's target range. The acquired business historically delivered approximately 70% gross margins, which should improve SiTime's overall margin profile.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
SiTime adopted a deferred compensation plan for directors and select employees, effective July 1, 2026.
Added in current filing · verify on EDGAR →
On June 29, 2026, the Board of Directors of the Company, upon the recommendation of its Compensation and Talent Committee, adopted a deferred compensation plan (the “Plan”), effective July 1, 2026, which provides directors and a select group of employees of the Company (including all of the named executive officers) with the opportunity to elect to defer receipt of base pay, bonus, commissions, and certain other cash or equity-based compensation on the terms and conditions set forth in the Plan.
The company established a new deferred compensation plan allowing directors and select employees, including all named executive officers, to defer receipt of base pay, bonuses, commissions, and other compensation. The plan also permits discretionary company contributions that may vest over time. Distributions occur upon separation, death, emergency, or elected future dates.
Event · Item 3.02 — Unregistered Sales of Equity Securities
SiTime disclosed an unregistered private placement of equity securities under Item 3.02.
Added in current filing · verify on EDGAR →
Unregistered Sale of Equity Securities. The disclosure set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K regarding the private placement of the Shares is incorporated herein by reference into this Item 3.02.
SiTime disclosed an unregistered sale of equity securities through a private placement. The filing references an Introductory Note and Item 1.01 for details about the shares placed, but those sections are not included in the provided excerpt. This type of disclosure typically involves issuing shares to institutional or accredited investors without a public offering registration.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
SiTime completed an asset acquisition or disposition previously disclosed in February 2026.
Added in current filing · verify on EDGAR →
Completion of Acquisition or Disposition of Assets.
SiTime disclosed the completion of an asset acquisition or disposition under Item 2.01. The filing references an Asset Purchase Agreement that was previously filed as Exhibit 2.1 to an 8-K on February 4, 2026, but does not specify whether this was an acquisition or disposition, the counterparty, the assets involved, or the transaction value. Investors should review the February 2026 filing for transaction details.
Event · Item 1.01 — Entry into a Material Definitive Agreement
SiTime entered a $200M revolving credit facility, issued shares to Renesas with registration rights, and signed transition services agreements.
Added in current filing · verify on EDGAR →
On June 30, 2026 (the “Effective Date”), the Company entered into a credit agreement (the “Credit Agreement”) by and among the Company as borrower, the lenders from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the Lenders. The Credit Agreement provides for a senior secured revolving credit facility in an aggregate principal amount of $200,000,000 (the “Revolving Credit Facility”; and any loans thereunder, the “Revolving Loans”), including a $10,000,000 sublimit for the issuance of letters of credit.
SiTime established a $200 million senior secured revolving credit facility with Wells Fargo as administrative agent, including a $10 million letter of credit sublimit. The facility has a five-year maturity and will be used for working capital and general corporate purposes. As of the effective date, no loans are outstanding under the facility.
Added in current filing · verify on EDGAR →
In addition, on the Closing Date, the Company and Renesas entered into a Registration Rights Agreement (the “Registration Rights Agreement”) in connection with the Acquisition, pursuant to which the Company agreed to file a registration statement (or a prospectus supplement to an effective shelf registration statement) (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) as promptly as reasonably practicable following the written request of Renesas for purposes of registering the resale of the Shares, and to keep the Registration Statement effective until the date that all Shares covered by the Registration Statement (i) have been resold or (ii) may be resold without regard to any volume or manner-of-sale limitations by reason of Rule 144.
SiTime granted Renesas registration rights for shares issued in connection with an acquisition, allowing Renesas to request registration of shares for resale and to demand up to three underwritten offerings in any 18-month period. The agreement also provides for Renesas's CEO to be appointed to SiTime's board as a Class I director, giving Renesas governance influence.
Added in current filing · verify on EDGAR →
On the Closing Date, the Company and Renesas entered into a Transition Services Agreement (the “Transition Services Agreement”) pursuant to which, following the consummation of the transactions contemplated by the Asset Purchase Agreement, each of the Company and Renesas has agreed to provide or cause to be provided to the other certain transitional services for specified periods following the Closing Date in connection with the Company’s operation of the Business and Renesas’s operation of its remaining business.
SiTime and Renesas entered into a mutual transition services agreement to provide operational support following an asset purchase transaction. The agreement includes standard provisions for service fees, reimbursement, intellectual property licensing, and includes a cap on SiTime's aggregate costs.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 2, 2026 · How we verify