SiTime announces $1.1 billion convertible notes offering

SiTime Corporation (NASDAQ: SITM) announced plans to offer $1.1 billion in convertible senior notes due 2031, according to a company statement. The timing semiconductor company also granted underwriters an option to purchase an additional $150 million in notes to cover potential over-allotments within 13 days of issuance.

The notes will be unsecured obligations with interest paid semiannually, maturing June 15, 2031. Upon conversion, SiTime may pay cash, common stock shares, or a combination at its discretion. The interest rate and conversion terms will be determined at pricing.

SiTime plans to use proceeds to partially fund its acquisition of timing business assets from Renesas Electronics Corporation, announced February 4, 2026. Additional funds will cover capped call transaction costs and general corporate purposes including working capital and capital expenditures.

The company expects to enter capped call transactions with underwriters or financial institutions to reduce potential stock dilution from note conversions. These transactions will cover shares initially underlying the notes, subject to a cap on reduction benefits.

Wells Fargo Securities and Goldman Sachs serve as lead book-running managers, with Barclays, UBS Investment Bank and Morgan Stanley as additional book-runners. HudsonWest LLC acts as financial advisor.

The offering proceeds under an existing shelf registration statement filed with the Securities and Exchange Commission that became effective February 26, 2024. SiTime cautioned the announcement does not constitute an offer to sell securities.

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