PDF Solutions® Announces Launch of Public Offering of Common Stock
Rhea-AI Summary
PDF Solutions (Nasdaq: PDFS) launched an underwritten public offering of 3,806,924 common shares, including 3,306,924 shares from selling stockholder Advantest America and 500,000 new shares from the company. Underwriters have a 30-day option to buy up to 571,038 additional company shares.
The company will receive proceeds only from shares it sells. The offering uses an effective shelf registration on Form S-3, with final terms to be detailed in a forthcoming final prospectus supplement filed with the SEC.
Positive
- Primary issuance of 500,000 new shares to raise capital for PDF Solutions
- Underwriters’ 30-day option for up to 571,038 additional shares could increase proceeds
- Offering conducted under an effective Form S-3 shelf registration, supporting future capital access
Negative
- New share issuance may dilute existing shareholders by up to 1,071,038 shares from the company
- Company receives no proceeds from the sale of 3,306,924 secondary shares by Advantest America
News Market Reaction – PDFS
On the day this news was published, PDFS declined 10.70%, reflecting a significant negative market reaction. Argus tracked a trough of -7.6% from its starting point during tracking. Our momentum scanner triggered 10 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $247M from the company's valuation, bringing the market cap to $2.06B at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 07 | Q1 2026 earnings | Positive | +8.2% | Strong Q1 2026 growth, high backlog and reaffirmed 20% revenue guidance. |
| Apr 20 | Earnings date notice | Neutral | +0.2% | Announcement of timing and access details for Q1 2026 results call. |
| Feb 12 | FY25 earnings | Positive | +4.9% | Record Q4 and full-year 2025 revenues with expanding platform business. |
| Jan 26 | Earnings date notice | Neutral | -0.4% | Scheduling and access information for Q4 and FY 2025 earnings release. |
| Dec 15 | Customer recognition | Positive | -3.0% | DENSO highlight of Exensio software’s contribution to IGBT manufacturing. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent earnings and customer wins have typically seen positive or modestly positive price reactions, with only one notable divergence on favorable customer news.
Over the last six months, PDF Solutions reported strong fundamentals. On Feb 12, 2026, record Q4 2025 and full-year revenues of $62.4M and $219.0M drove a 4.92% gain. Q1 2026 results on May 7, 2026 delivered revenues of $60.1M and a $246.4M backlog, with shares up 8.24%. Earlier “earnings date” notices produced minimal moves. A positive DENSO/Exensio customer highlight in Dec 2025 saw a -2.97% decline, showing occasional sell-the-news behavior.
Key Terms
underwritten public offering financial
shelf registration statement regulatory
form s-3 regulatory
book-running manager financial
prospectus supplement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
SANTA CLARA, Calif., May 13, 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 launch of an underwritten public offering of 3,806,924 shares of the Company’s common stock, consisting of 3,306,924 shares to be sold by Advantest America, Inc. (the “Selling Stockholder”) and 500,000 shares to be sold by the Company.
The underwriters in the offering will have a 30-day option to purchase up to an additional 571,038 shares of common stock from the Company at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The Company will not receive any of the proceeds from the sale of shares of the Company’s common stock by the Selling Stockholder.
Morgan Stanley is acting as sole active book-running manager for the offering. Wells Fargo Securities, Societe Generale, and Needham & Company are also acting as book-running managers for the offering.
Important Information
The securities described above are being offered pursuant to a shelf registration statement on Form S-3, 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 will be made only by means of a written prospectus supplement and the accompanying prospectus that form part of the registration statement. A preliminary prospectus supplement relating to the offering and accompanying prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
When available, copies of the preliminary 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. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.
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 or registered trademarks of PDF Solutions, Inc.
Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements, including statements regarding the Company’s ability to complete the offering on the anticipated terms or at all and the timing and size of the proposed offering. 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 Company’s most recent Annual Report on Form 10-K and, when available, the “Risk Factors” section of the preliminary prospectus supplement for the offering. 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
