PDF Solutions (NASDAQ: PDFS) lifts revolving credit facility to $75M

Q: What did PDF Solutions (PDFS) change in its credit agreement?

PDF Solutions entered a First Amendment to its Credit Agreement, increasing its revolving credit facility to an aggregate principal amount of $75 million . The amendment also replaces a flat 0.50% commitment fee with a new fee structure based on the company’s total debt to EBITDA ratio.

Q: How large is PDF Solutions’ revolving credit facility after the amendment?

After the amendment, PDF Solutions’ revolving credit facility is an aggregate principal amount of $75 million . This facility is provided under a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and a group of lenders that are party to the agreement.

Q: How are the new commitment fees for PDF Solutions’ credit facility structured?

The annual commitment fee is 0.50% when total debt to EBITDA is at least 2.50 to 1.00, 0.35% when it is below 2.50 to 1.00 but at least 0.50 to 1.00, and 0.20% when it is below 0.50 to 1.00, replacing a previous flat 0.50% fee.

Q: Which lenders are involved in PDF Solutions’ amended credit facility?

The amended revolving credit facility involves Wells Fargo Bank, National Association as administrative agent and the lenders that are party to the Credit Agreement. The First Amendment is among PDF Solutions, its subsidiary guarantors, Wells Fargo, and current or future participating lenders.

Q: Do other key terms of PDF Solutions’ Credit Agreement change in this amendment?

The amendment specifically increases the revolving credit facility to $75 million and introduces leverage-based commitment fees. The company states that all other material terms of the Credit Agreement remain unchanged, so only these aspects are modified by the First Amendment described.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PDF Solutions, Inc. entered into a First Amendment to its Credit Agreement on April 23, 2026. The amendment increases the company’s revolving credit facility to an aggregate principal amount of $75 million and introduces leverage-based annual commitment fees tied to its total debt to EBITDA ratio.

The commitment fee will be 0.50% when the total debt to EBITDA ratio is greater than or equal to 2.50 to 1.00, 0.35% when the ratio is less than 2.50 to 1.00 but at least 0.50 to 1.00, and 0.20% when the ratio is below 0.50 to 1.00. All other material terms of the Credit Agreement remain unchanged.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Revolving Credit Facility Size: $75 million Commitment Fee (high leverage): 0.50% per annum Commitment Fee (mid leverage): 0.35% per annum +1 more

4 metrics

Revolving Credit Facility Size $75 million Aggregate principal amount after First Amendment to Credit Agreement

Commitment Fee (high leverage) 0.50% per annum When total debt to EBITDA is ≥ 2.50 to 1.00

Commitment Fee (mid leverage) 0.35% per annum When total debt to EBITDA is < 2.50 to 1.00 but ≥ 0.50 to 1.00

Commitment Fee (low leverage) 0.20% per annum When total debt to EBITDA is < 0.50 to 1.00

Key Terms

First Amendment to Credit Agreement, Revolving Credit Facility, total debt to EBITDA ratio, commitment fee

4 terms

First Amendment to Credit Agreement financial

"entered into a First Amendment to Credit Agreement (the “Amendment”)"

Revolving Credit Facility financial

"The Amendment increases the revolving credit facility (the “Revolving Credit Facility”)"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

total debt to EBITDA ratio financial

"when the total debt to EBITDA ratio is greater than or equal to 2.50 to 1.00"

commitment fee financial

"introduces leveraged-based adjustments to the annual Revolving Credit Facility commitment fee"

A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.

Understanding 8-K Material Events →

04/24/2026 - 05:27 PM

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): April 23, 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 1.01 Entry Into a Material Definitive Agreement.

On April 23, 2026, PDF Solutions, Inc. (the “Company”) entered into a First Amendment to Credit Agreement (the “Amendment”), by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent to the lenders. The Amendment amends the Credit Agreement, dated as of March 7, 2025, by and among the Company, the lenders and other parties party thereto from time to time, and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”).

The Amendment increases the revolving credit facility (the “Revolving Credit Facility”) to an aggregate principal amount of $75 million. The Amendment introduces leveraged-based adjustments to the annual Revolving Credit Facility commitment fee during the term of the Credit Agreement. Instead of a flat per annum rate of 0.50%, the Revolving Credit Facility commitment fee will be 0.50% when the total debt to EBITDA ratio is greater than or equal to 2.50 to 1.00, 0.35% when the total debt to EBITDA ratio is less than 2.50 to 1.00 but greater than or equal to 0.50 to 1.00 and 0.20% when the total debt to EBITDA ratio is less than 0.50 to 1.00. All other material terms of the Credit Agreement remain unchanged.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		First Amendment to Credit Agreement, dated as of April 23, 2026, by and among PDF Solutions, Inc., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association and the lenders who are party to the Agreement and the lenders who may become a party to the Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: April 24, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did PDF Solutions (PDFS) change in its credit agreement?

PDF Solutions entered a First Amendment to its Credit Agreement, increasing its revolving credit facility to an aggregate principal amount of $75 million. The amendment also replaces a flat 0.50% commitment fee with a new fee structure based on the company’s total debt to EBITDA ratio.

How large is PDF Solutions’ revolving credit facility after the amendment?

After the amendment, PDF Solutions’ revolving credit facility is an aggregate principal amount of $75 million. This facility is provided under a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and a group of lenders that are party to the agreement.

How are the new commitment fees for PDF Solutions’ credit facility structured?

The annual commitment fee is 0.50% when total debt to EBITDA is at least 2.50 to 1.00, 0.35% when it is below 2.50 to 1.00 but at least 0.50 to 1.00, and 0.20% when it is below 0.50 to 1.00, replacing a previous flat 0.50% fee.

Which lenders are involved in PDF Solutions’ amended credit facility?

The amended revolving credit facility involves Wells Fargo Bank, National Association as administrative agent and the lenders that are party to the Credit Agreement. The First Amendment is among PDF Solutions, its subsidiary guarantors, Wells Fargo, and current or future participating lenders.

Do other key terms of PDF Solutions’ Credit Agreement change in this amendment?

The amendment specifically increases the revolving credit facility to $75 million and introduces leverage-based commitment fees. The company states that all other material terms of the Credit Agreement remain unchanged, so only these aspects are modified by the First Amendment described.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 1.2 MB