PDF Solutions® Announces Full Exercise of Greenshoe Option and Closing of Upsized Public Offering of Common Stock
Rhea-AI Summary
PDF Solutions (Nasdaq: PDFS) closed an upsized underwritten public offering of 5,253,554 common shares at $44.00 per share. The deal included the underwriters’ full greenshoe option.
1,946,630 shares were issued by the company, generating gross proceeds of approximately $85.7 million before fees, while 3,306,924 shares were sold by Advantest America, with no proceeds to PDF Solutions.
Positive
- Company sells 1,946,630 new shares at $44.00 per share
- Gross proceeds to company of approximately $85.7 million before fees
- Underwriters fully exercise option for 685,246 additional company shares
- Offering successfully closes under effective SEC shelf registration
Negative
- Issuance of 1,946,630 new shares increases total share count
- Selling stockholder, not the company, receives proceeds from 3,306,924 shares
News Market Reaction – PDFS
In the May 18 session, PDFS declined 2.37%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Offering Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 14 | Offering priced | Negative | -10.7% | Upsized equity offering priced at $44 with company and selling holder shares. |
| May 13 | Offering launched | Negative | -10.7% | Launch of underwritten common stock offering using effective S-3 shelf. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent equity offering announcements have each been followed by a roughly 10.7% negative move, indicating consistently weak reactions to dilution-related news.
Over the past few months, PDF Solutions paired strong fundamentals with capital markets activity. Earnings on Feb 12, 2026 and May 7, 2026 highlighted record revenues and growing backlog, which saw positive share-price reactions. In contrast, the launch and pricing of the common stock offering on May 13–14, 2026 each coincided with a 10.7% decline. Today’s closing and greenshoe exercise extend that same offering sequence under the existing S-3 shelf.
Key Terms
greenshoe option financial
underwritten public offering financial
shelf registration statement regulatory
form s-3 regulatory
prospectus supplement regulatory
book-running manager financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
SANTA CLARA, Calif., May 15, 2026 (GLOBE NEWSWIRE) -- PDF Solutions, Inc. (Nasdaq: PDFS) (the “Company”), a leading provider of comprehensive data solutions for the semiconductor and electronics ecosystem, today announced the closing of its underwritten public offering of 5,253,554 shares of the Company’s common stock at a public offering price of
Morgan Stanley acted as sole active book-running manager for the offering. Wells Fargo Securities, Societe Generale, and Needham & Company also acted as book-running managers for the offering. Rosenblatt, D.A. Davidson & Co., and Northland Capital Markets acted as co-managers for the offering.
Important Information
The securities described above were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-295834), including a base prospectus, which was filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2026 and became effective upon filing. The offering was made only by means of a written prospectus supplement and the accompanying prospectus that form part of the registration statement. A final prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov.
Copies of the final prospectus supplement and the accompanying prospectus relating to these securities may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About PDF Solutions
PDF Solutions (Nasdaq: PDFS) provides comprehensive data solutions designed to empower organizations across the semiconductor and electronics industry ecosystems to improve the yield and quality of their products and operational efficiency for increased profitability. The Company’s products and services are used by Fortune 500 companies across the semiconductor ecosystem to achieve smart manufacturing goals by connecting and controlling equipment, collecting data generated during manufacturing and test operations, and performing advanced analytics and machine learning to enable profitable, high-volume manufacturing.
Founded in 1991, PDF Solutions is headquartered in Santa Clara, California, with operations across North America, Europe and Asia. The Company (directly or through one or more subsidiaries) is an active member of SEMI, INEMI, TPCA, IPC, the OPC Foundation, and DMDII.
PDF Solutions and the PDF Solutions logo are trademarks of PDF Solutions, Inc.
Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements. Management has based these forward-looking statements on its current expectations, assumptions, estimates, and projections. While it believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond management’s control. These statements involve risks and uncertainties that may cause the Company’s actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements, including the risks and uncertainties described in the Company’s filings with the SEC, including the “Risk Factors” section of the final prospectus supplement for the offering and the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Company Contacts:
Adnan Raza
Chief Financial Officer
(408) 280-7900
adnan.raza@pdf.com
Sonia Segovia
Investor Relations
(408) 938-6491
sonia.segovia@pdf.com
