Form 4: SITM Executive Sells 3,000 Shares Under 10b5-1 Plan

SITIME Corp's EVP of Engineering & Technology, Fariborz Assaderaghi, sold 3,000 shares of common stock for $234 per share as part of a pre-arranged trading plan.

Summary

• Fariborz Assaderaghi, Executive Vice President, Engineering & Technology at SITIME Corp (SITM), sold 3,000 shares of common stock.
• The transaction occurred on September 2, 2025, at a weighted average price of $234 per share.
• The shares were sold in multiple transactions at prices ranging from $232.25 to $235.75 per share, inclusive.
• The sale was executed pursuant to a Rule 10b5-1 trading plan, indicating it was pre-scheduled.
• Following the transaction, Assaderaghi beneficially owns 93,433 shares of SITM common stock.
• This beneficial ownership includes an aggregate of 87,670 unvested restricted stock units (RSUs) and performance-based restricted stock units (PSUs).
• The unvested units comprise 40,650 time-vesting RSUs and 47,020 performance-based PSUs that vest based on certain absolute and relative price performance.

Sentiment

Score: 5

Explanation: The sale by an executive, while a disposition, was conducted under a pre-arranged 10b5-1 plan, which mitigates the negative signal typically associated with insider sales. It's a neutral event in the context of a planned transaction.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not a reaction to recent non-public information.

Negatives

• An executive selling shares, even under a 10b5-1 plan, represents a reduction in insider ownership.

Risks

• Potential for negative market perception if investors interpret the insider sale as a lack of confidence, despite the 10b5-1 plan.
• Future stock price volatility could impact the value of the remaining unvested performance-based restricted stock units.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.25 to $235.75 per share, inclusive.
• The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction. Such transactions are common across all industries as executives manage their personal portfolios, often through pre-arranged 10b5-1 plans, and do not inherently reflect specific industry trends or competitive positioning.

Comparison to Industry Standards

• Insider sales under 10b5-1 plans are a standard practice for executives in publicly traded companies to manage their equity holdings while complying with insider trading regulations.
• The volume of shares sold (3,000 shares) and the total value ($702,000) are within typical ranges for executive compensation and portfolio management in a company of SITM's size and market capitalization, though specific comparisons would require detailed analysis of peer executive compensation and holdings.

Related Party Transactions

• The sale of 3,000 shares of common stock by Fariborz Assaderaghi, an Executive Vice President of SITIME Corp, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: May view the insider sale with slight caution, though the 10b5-1 plan suggests it's not based on new negative information.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported range upon request.

Key Dates

Recommendation

This Form 4 filing reports a routine, pre-planned insider sale by an executive. While any insider sale warrants attention, the execution under a 10b5-1 plan suggests it's for personal financial management rather than a signal of company-specific distress or a change in outlook. Without additional company-specific news or broader market context, this single transaction does not provide sufficient grounds for a strong buy or sell recommendation. Investors should hold and monitor other fundamental and market factors.

Keywords

SITIME Corp, SITM, Insider Sale, Form 4, Executive Compensation, 10b5-1 Plan, Stock Transaction, Beneficial Ownership, Restricted Stock Units, Performance Stock Units