SiTime Corp美股招股说明书(2026-05-19版)

$1,100,000,000 % Convertible Senior Notes due 2031 We are offering $1,100,000,000 principal amount of our% Convertible Senior Notes due 2031 (the “notes”). The notes willbear interest at a rate of% per year, payable semiannually in arrears on June15 and December15 of each year, beginningon December15, 2026. 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 dayimmediately preceding March15, 2031 only upon satisfaction of one or more of the following conditions: (1)at any time duringthe 30 consecutive trading day period beginning on, and including, the 21st trading day of any calendar quarter commencingafter the calendar quarter ending on September30, 2026, if the last reported sale price of our common stock, par value $0.0001per share (our “common stock”), exceeds 130% of the conversion price for each of at least five trading days (whether or notconsecutive) during the first 20consecutive trading days of such calendar quarter; (2)during the five business day period afterany ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in this prospectussupplement) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of theproduct of the last reported sale price of our common stock and the conversion rate on each such trading day; (3)if we call suchnotes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding theredemption date, but only with respect to the notes called (or deemed called, in the case of an optional redemption) forredemption; or (4)upon the occurrence of specified corporate events. On or after March15, 2031 until the close of business onthe second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notesat their option at any time, regardless of the foregoing conditions. Upon conversion, we will pay or deliver, as the case may be,cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described in thisprospectus supplement. The conversion rate will initially beshares of common stock per $1,000 principal amount of notes (equivalent to aninitial conversion price of approximately $per share of common stock). The conversion rate will be subject toadjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporateevents that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase theconversion rate for a holder who elects to convert its notes in connection with such a corporate 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 thisprospectus supplement), as the case may be. The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating tothese securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplementand the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where theoffer or sale is not permitted.We may not redeem the notes prior to June20, 2029, except in the event of a cleanup redemption as described below. We mayredeem for cash all or any portion of the notes (subject to the partial redemption limitation described in this prospectussupplement), at our option, on a redemption date on or after June20, 2029 if the last reported sale price of our common stockhas been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading dayimmediately preceding the date on which we provide the related notice of redemption. We refer to such redemption at our optionas an “optional redemption” in this prospectus supplement. In addition, we may redeem for cash all, but not less than all, of thenotes at any time if the principal amount of the notes outstanding at such time is less than 25% of the aggregate principal amountof the notes initially issued under the indenture. We refer to such redemption at our option as a “cleanup redemption” in thisprospectus supplement. The redemption price for any optional redemption or cleanup redemption will be 100% of the principalamount of the notes to be redeemed,plusaccrued and unpaid interest to, but excluding, the relevant redemption date. No sinkingfund is provided for the notes. Table of Contents If we undergo a “fundamental change” (as def