SiTime Corp美股招股说明书(2026-05-21版)

0% Convertible Senior Notes due 2031 We are offering $1,200,000,000 principal amount of our 0% Convertible Senior Notes due 2031 (the “notes”). The notes will not bear regular interest,and the principal amount of the notes will not accrete. Special interest will accrue on the notes in the circumstances and at the rates described in thisprospectus supplement. The notes will mature on June15, 2031 unless earlier converted, redeemed or repurchased. Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the business day immediately precedingMarch15, 2031 only upon satisfaction of one or more of the following conditions: (1)at any time during the 30 consecutive trading day periodbeginning on, and including, the 21st trading day of any calendar quarter commencing after the calendar quarter ending on September30, 2026, if thelast reported sale price of our common stock, par value $0.0001 per share (our “common stock”), exceeds 130% of the conversion price for each of atleast five trading days (whether or not consecutive) during the first 20consecutive trading days of such calendar quarter; (2)during the five business dayperiod after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in this prospectus supplement)per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price ofour common stock and the conversion rate on each such trading day; (3)if we call such notes for redemption, at any time prior to the close of businesson the second scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called, in the caseof an optional redemption) for redemption; or (4)upon the occurrence of specified corporate events. On or after March15, 2031 until the close ofbusiness on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at theiroption at any time, regardless of the foregoing conditions. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our commonstock or a combination of cash and shares of our common stock, at our election, as described in this prospectus supplement. The conversion rate will initially be 0.9611 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price ofapproximately $1,040.47 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted foraccrued and unpaid special interest, if any. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice ofredemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such acorporate event or convert its notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period(as defined in this prospectus supplement), as the case may be. We may not redeem the notes prior to June20, 2029, except in the event of a cleanup redemption as described below. We may redeem for cash all or anyportion of the notes (subject to the partial redemption limitation described in this prospectus supplement), at our option, on a redemption date on or afterJune20, 2029 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days(whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, thetrading day immediately preceding the date on which we provide the related notice of redemption. We refer to such redemption at our option as an“optional redemption” in this prospectus supplement. In addition, we may redeem for cash all, but not less than all, of the notes at any time if theprincipal amount of the notes outstanding at such time is less than 25% of the aggregate principal amount of the notes initially issued under theindenture. We refer to such redemption at our option as a “cleanup redemption” in this prospectus supplement. The redemption price for any optionalredemption or cleanup redemption will be 100% of the principal amount of the notes to be redeemed,plusaccrued and unpaid special interest, if any, butexcluding, the relevant redemption date. No sinking fund is provided for the notes. Table of Contents If we undergo a “fundamental change” (as defined in this prospectus supplement), then, subject to certain conditions and except as described in thisprospectus supplement, holders may require us to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to100% of the principal amount of the notes to be repurchased, plus accrued