PDFS files 8-K to correct 10-Q wording on revenue mix

Rhea-AI Filing Summary

PDF Solutions filed an 8-K under Regulation FD to correct narrative wording in its Q3 2025 Form 10-Q. The Financial Highlights had mischaracterized the source of the nine-month Analytics revenue change.

The corrected disclosure states that the increase in Analytics revenue for the nine months ended September 30, 2025 was partly due to higher revenues from DFI systems, and that the total increase was partially offset by a decrease in revenue from Exensio software licenses. The information is furnished under Item 7.01 and is not deemed filed.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Understanding 8-K Material Events →

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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): November 12, 2025

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 7.01.  Regulation FD Disclosure.

On November 6, 2025, PDF Solutions, Inc. (“PDF Solutions”) filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”). PDF Solutions subsequently discovered that the Form 10-Q contained an error in the Financial Highlights section of Part I., Item 2. The increase in Analytics revenue for the nine-month period ended September 30, 2025 as compared to the nine-month period from the prior year was incorrectly characterized as "partially offset by a decrease in revenues from DFI systems."

The disclosure regarding the increase in PDF Solutions' Analytics revenue for the nine-month period ended September 30, 2025 as compared to the nine-month period from the prior year should have attributed part of the increase to an increase in revenues from DFI systems and stated that the total increase was partially offset by a decrease in revenue from Exensio software licenses.

The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of PDF Solutions under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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: November 12, 2025

FAQ

What did PDFS change in its disclosure?

It corrected the 10-Q Financial Highlights to state that the nine-month increase in Analytics revenue was partly due to higher DFI systems revenue and partially offset by lower Exensio software license revenue.

Which filing was corrected and for what period?

The correction relates to the Form 10-Q for the quarter ended September 30, 2025, addressing the nine-month period narrative.

When were the filings made?

The 10-Q was filed on November 6, 2025, and the 8-K furnishing the correction is dated November 12, 2025.

How is this 8-K information treated legally?

It is being furnished under Item 7.01 and is not deemed "filed" under Section 18, nor incorporated by reference unless specifically stated.

Which products are mentioned in the correction?

The correction references DFI systems and Exensio software licenses as components affecting Analytics revenue.

Who signed the 8-K for PDFS?

It was signed by Adnan Raza, EVP, Finance, and Chief Financial Officer (principal financial and accounting officer).