[8-K] SITIME Corp Reports Material Event

Rhea-AI Filing Summary

SiTime Corporation announced board changes. On October 16, 2025, director Tom Yiu notified the Board of his intent to resign, effective immediately before his successor’s appointment, and the company stated his resignation was not due to a disagreement on operations, policies, or practices.

The Board appointed Ganesh Moorthy as a Class I director, effective immediately, with a term expiring at the 2026 Annual Meeting of Stockholders. He will be compensated under SiTime’s Independent Director Compensation Policy, including cash and RSU components as outlined in prior filings. SiTime and Mr. Moorthy entered into a letter agreement, and a press release announcing these changes was furnished.

Insights

Corporate Governance Analyst

Board refresh: one director resigns without dispute; seasoned semiconductor executive appointed; routine compensation terms. Net governance impact appears neutral.

SiTime disclosed a routine board transition under Item 5.02. Tom Yiu resigned, explicitly without disagreement on operations, policies, or practices, and the board appointed Ganesh Moorthy as a Class I director, effective immediately, with the term running to the 2026 Annual Meeting. The appointment fills the vacancy created by the resignation.

Selection involved the Nominating and Corporate Governance Committee, with no arrangements or related-party transactions under Item 404(a). Mr. Moorthy’s background includes leadership roles at Microchip and current board roles at several companies, which signals relevant industry experience without implying outcomes. Compensation aligns with the existing Independent Director Compensation Policy: cash retainer plus initial and annual RSU awards, and a Letter Agreement filed as Exhibit 10.1.

This is a governance housekeeping event rather than a change in strategy or financial condition. Items to watch: any committee assignments, the equity grant timing tied to the 2026 Annual Meeting, and disclosures in Exhibit 10.1. The press release (Ex. 99.1, October 17, 2025) furnishes Regulation FD information and is not deemed filed.

false0001451809October 15, 2025Santa ClaraCalifornia(408)328-440000014518092025-10-152025-10-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2025

_________________________________________________________

SiTime Corporation

(Exact name of Registrant as Specified in Its Charter)

_________________________________________________________

Delaware			001-39135			02-0713868
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
5451 Patrick Henry Drive
Santa Clara, California						95054
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 328-4400

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

SITM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2025 Mr. Tom Yiu, a Class II director of the Board of Directors (the “Board”) of SiTime Corporation (the “Company”) notified the Board of his intention to resign as a member of the Board, effective as of immediately prior to the appointment of his successor to the Board. Mr. Yiu’s resignation was not the result of a disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices.

On October 16, 2025, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Ganesh Moorthy as a Class I director for a term expiring at the Company’s 2026 Annual Meeting of Stockholders, effective immediately. Mr. Moorthy’s appointment fills the vacancy created by Mr. Yiu’s resignation.

There is no arrangement or understanding between Mr. Moorthy and the Company or any other persons pursuant to which Mr. Moorthy was selected as a director. Additionally, there are no transactions involving the Company and Mr. Moorthy that the Company would be required to report pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Mr. Ganesh Moorthy, age 65, has served as the Chair of the board of directors of Ralliant Corporation (“Ralliant”), a global test and measurement and safety, and sensor systems company, since June 2025. Mr. Moorthy served as the Chair Designate for Ralliant from February 2025 to June 2025, prior to Ralliant’s spin-out from Fortive Corporation in June 2025. Mr. Moorthy served as the President and Chief Executive Officer of Microchip Technology Inc. (“Microchip”), a semiconductor company, from March 2021 to November 2024 when he retired from these roles and served as a member of the board of directors of Microchip from January 2021 to November 2024. He served as President and Chief Operating Officer of Microchip, from February 2016 to February 2021, and served in various leadership roles at Microchip between November 2001 and February 2016. Since December 2023, Mr. Moorthy has served as a member of the boards of directors of Celanese Corporation, a global chemical and specialty materials company, and Ayar Labs, Inc., a privately held optical I/O solutions company. Mr. Moorthy served as a member of the board of directors of Rogers Corporation, a specialty materials company, from July 2013 to January 2024. Mr. Moorthy holds a B.S. in Physics from the University of Bombay, a B.S. in Electrical Engineering from the University of Washington, and an MBA, Marketing, from National University.

For his service on the Board, Mr. Moorthy will be compensated pursuant to the Company’s Independent Director Compensation Policy (the “Policy”), which is attached as Exhibit 10.36 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the Commission on May 8, 2025 (File No. 001-39135). As set forth in the Policy, Mr. Moorthy’s compensation consists of a cash retainer for service on the Board, as well as a one-time initial restricted stock unit (“RSU”) award and a one-time initial prorated RSU award upon his appointment to the Board, and an additional RSU award to be granted on the first business day following the conclusion of each annual meeting of stockholders following his appointment, including the 2026 Annual Meeting of Stockholders.

In connection with his appointment to the Board, the Company and Mr. Moorthy entered into a letter agreement (the “Letter Agreement”). A copy of the Letter Agreement is filed and attached hereto as Exhibit 10.1 and is incorporated herein by reference. In addition, Mr. Moorthy has entered into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the Commission on February 16, 2021 (File No. 001-39135).

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the resignation of Mr. Yiu and the appointment of Mr. Moorthy is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.			Description
10.1			Letter Agreement dated October 16, 2025 between SiTime Corporation and Mr. Ganesh Moorthy
99.1			Press Release of SiTime Corporation dated October 17, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

									SiTime Corporation
Date:			October 17, 2025			By:			/s/ Vincent P. Pangrazio
									Vincent P. Pangrazio
									Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What board changes did SiTime (SITM) disclose?

SiTime reported that Tom Yiu intends to resign and the Board appointed Ganesh Moorthy as a Class I director, effective immediately.

Did Tom Yiu resign due to a disagreement with SiTime (SITM)?

No. The company stated Mr. Yiu’s resignation was not due to a disagreement on operations, policies, or practices.

When was Ganesh Moorthy appointed to SiTime’s (SITM) Board and what is his term?

He was appointed on October 16, 2025 as a Class I director, with a term expiring at the 2026 Annual Meeting of Stockholders.

How will Ganesh Moorthy be compensated as a SiTime (SITM) director?

Under SiTime’s Independent Director Compensation Policy, including a cash retainer and RSU awards as described in prior filings.

Did SiTime (SITM) disclose any related-party transactions with Ganesh Moorthy?

No. The company stated there are no Item 404(a) transactions involving Mr. Moorthy.

Did SiTime (SITM) issue a press release about these changes?

Yes. A press release dated October 17, 2025 was furnished as Exhibit 99.1.