PDF Solutions prices stock offering at $44

PDF Solutions, Inc. completed an underwritten common stock offering involving both the company and a selling stockholder.

Rhea-AI Filing Summary

PDF Solutions, Inc. completed an underwritten common stock offering involving both the company and a selling stockholder. The company issued 1,946,630 shares of common stock, including 685,246 shares from the underwriters’ full option exercise, at an offering price of $44.00 per share.

This generated approximately $85.7 million of gross proceeds for the company before underwriting discounts and expenses, while Advantest America, Inc. sold 3,306,924 existing shares and retained the related proceeds. The transaction was conducted under an effective Form S-3 shelf registration, with Morgan Stanley & Co. LLC acting as representative of the underwriters.

Insights

Capital markets analyst

PDF Solutions raises primary equity capital alongside a secondary share sale.

PDF Solutions completed an underwritten common stock transaction combining a primary issuance and a secondary sale. The company sold 1,946,630 new shares at $44.00 per share and reported gross proceeds of about $85.7 million before fees and expenses.

The filing also notes that Advantest America, Inc., as selling stockholder, sold 3,306,924 existing shares, with the company receiving no proceeds from that portion. Morgan Stanley & Co. LLC acted as representative of the underwriters under a customary underwriting agreement.

This type of transaction can affect share count and ownership mix, while the primary proceeds add cash to the balance sheet. Future disclosures in company reports may clarify how the new capital is deployed and any longer-term effects on financial performance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Primary shares issued: 1,946,630 shares Underwriters’ option shares: 685,246 shares Secondary shares sold: 3,306,924 shares +3 more

6 metrics

Primary shares issued 1,946,630 shares Common stock issued by the company in the offering

Underwriters’ option shares 685,246 shares Additional shares sold via full option exercise

Secondary shares sold 3,306,924 shares Common stock sold by Advantest America, Inc.

Offering price $44.00 per share Price for both primary and secondary shares

Gross proceeds to company $85.7 million Before underwriting discounts and offering expenses

Registration statement Form S-3 No. 333-295834 Shelf registration used for the offering

Key Terms

underwriting agreement, shelf registration statement, prospectus supplement, underwriters, +1 more

5 terms

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"The Offering was made pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"including a base prospectus and a related prospectus supplement filed with the Securities and Exchange Commission"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

underwriters financial

"as representative of the several underwriters named therein (collectively, the “Underwriters”)"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

gross proceeds financial

"The gross proceeds to the Company from the sale of shares of Common Stock by the Company"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PDF Solutions (PDFS) announce in this 8-K?

PDF Solutions announced completion of an underwritten common stock offering. The company issued 1,946,630 new shares and a selling stockholder sold 3,306,924 existing shares, all at $44.00 per share, under an effective Form S-3 shelf registration statement.

How much capital did PDF Solutions (PDFS) raise in the stock offering?

PDF Solutions raised approximately $85.7 million in gross proceeds. This amount reflects the sale of 1,946,630 newly issued common shares at $44.00 per share, before deducting underwriting discounts, commissions, and estimated offering expenses associated with the transaction.

Who was the selling stockholder in the PDF Solutions (PDFS) offering?

Advantest America, Inc. was the selling stockholder in the transaction. It sold 3,306,924 shares of PDF Solutions’ common stock at $44.00 per share, and PDF Solutions did not receive any proceeds from this secondary component of the offering.

What role did Morgan Stanley play in the PDF Solutions (PDFS) transaction?

Morgan Stanley & Co. LLC acted as representative of the several underwriters. It entered into an underwriting agreement with PDF Solutions and Advantest America, Inc., covering the primary and secondary share sales under customary terms, conditions, indemnities, and termination provisions.

Under what registration did PDF Solutions (PDFS) conduct this offering?

The offering was conducted under an effective shelf registration statement on Form S-3. This registration included a base prospectus and a related prospectus supplement filed with the SEC, which together covered the offering and sale of the common stock.

Did PDF Solutions (PDFS) use an overallotment option in this offering?

Yes. The company’s 1,946,630 shares include 685,246 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares. This option increased the size of the primary offering completed under the underwriting agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/15/2026 - 04:27 PM Learn about SEC filing dates

false 0001120914 0001120914 2026-05-13 2026-05-13

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): May 13, 2026

PDF SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

000-31311

(Commission File Number)

Delaware		25-1701361
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

2858 De La Cruz Boulevard

Santa Clara, CA 95050

(Address of principal executive offices, with zip code)

(408) 280-7900

(Registrant’s telephone number, including area code)

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:

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

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

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

☐ 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 Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00015 par value		PDFS		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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. ☐

Item 8.01. Other Events.

On May 13, 2026, PDF Solutions, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), and Advantest America, Inc. (the “Selling Stockholder”) in connection with (i) the offering, issuance and sale by the Company of 1,946,630 shares of the Company’s common stock, $0.00015 par value per share (the “Common Stock”), including 685,246 shares sold pursuant to the Underwriters’ full exercise of their option to purchase additional shares, and (ii) the offering and sale by the Selling Stockholder of 3,306,924 shares of the Company’s Common Stock, at an offering price of $44.00 per share, less underwriting discounts and commissions (collectively, the “Offering”). The Offering closed on May 15, 2026.

The Offering was made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-295834), including a base prospectus and a related prospectus supplement filed with the Securities and Exchange Commission. The gross proceeds to the Company from the sale of shares of Common Stock by the Company, before deducting underwriting discounts and commissions and estimated offering expenses, were approximately $85.7 million. The Company did not receive any proceeds from the sale of shares by the Selling Stockholder.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the shares of Common Stock offered and sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated May 13, 2026, by and among the Company, the Selling Stockholder and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
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 hereunto duly authorized.

PDF SOLUTIONS, INC. (Registrant)
By:		/s/ Adnan Raza
		Adnan Raza
		EVP, Finance, and Chief Financial Officer (principal financial and accounting officer)

Dated: May 15, 2026

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 197.9 KB
• EX-5.1 EX-5.1 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB