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PDF Solutions (PDFS) CTO receives stock award and has shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PDF Solutions Inc. Chief Technology Officer Andrzej Strojwas reported routine equity compensation activity. He received a grant of 5,360 shares of common stock as a stock award, increasing his direct holdings. On the same date, 1,356 shares were withheld at $66.88 per share to cover tax obligations tied to vesting of restricted stock units, not sold in the market. After these transactions, he directly holds 88,843 shares of common stock.

Positive

  • None.

Negative

  • None.
Insider Strojwas Andrzej
Role Chief Technology Officer
Type Security Shares Price Value
Tax Withholding Common Stock 1,356 $66.88 $91K
Grant/Award Common Stock 5,360 $0.00 --
Holdings After Transaction: Common Stock — 88,843 shares (Direct, null)
Footnotes (1)
  1. This represents a disposition of shares to the Company to satisfy tax withholding obligations with respect to the vesting of Restricted Stock Units. This is not a sale of shares in the market. Includes 995 shares of common stock that were purchased on January 31, 2026 under the PDF Employee Stock Purchase Plan. These shares represent an award of restricted stock units (Total RSU). 12.5% of the Total RSUs shall vest on the date that is six (6) months after the Vesting Start Date and 12.5% of the Total RSUs shall vest on each date that is six (6) months thereafter until fully vested, subject to the Recipient's continued service through each applicable vesting date.
Stock award 5,360 shares Grant/award of common stock on 2026-07-01
Tax withholding shares 1,356 shares Shares delivered to company for tax withholding at $66.88
Tax withholding price $66.88 per share Value used for 1,356-share tax withholding disposition
Shares held after transactions 88,843 shares Direct common stock holdings following tax withholding transaction
ESPP shares included 995 shares Purchased on January 31, 2026 under Employee Stock Purchase Plan
Restricted Stock Units financial
"with respect to the vesting of Restricted Stock Units. This is not a sale"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"disposition of shares to the Company to satisfy tax withholding obligations"
Employee Stock Purchase Plan financial
"purchased on January 31, 2026 under the PDF Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
vesting financial
"obligations with respect to the vesting of Restricted Stock Units"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
award of restricted stock units financial
"These shares represent an award of restricted stock units (Total RSU)."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Strojwas Andrzej
(Last)(First)(Middle)
2858 DE LA CRUZ BLVD.
(Street)
SANTA CLARA CALIFORNIA 95050
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PDF SOLUTIONS INC [ PDFS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026F1,356(1)D$66.88(1)88,843(2)D
Common Stock07/01/2026A5,360(3)A(3)94,203D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This represents a disposition of shares to the Company to satisfy tax withholding obligations with respect to the vesting of Restricted Stock Units. This is not a sale of shares in the market.
2. Includes 995 shares of common stock that were purchased on January 31, 2026 under the PDF Employee Stock Purchase Plan.
3. These shares represent an award of restricted stock units (Total RSU). 12.5% of the Total RSUs shall vest on the date that is six (6) months after the Vesting Start Date and 12.5% of the Total RSUs shall vest on each date that is six (6) months thereafter until fully vested, subject to the Recipient's continued service through each applicable vesting date.
/s/ Adnan Raza, Attorney-In-Fact for Andrzej Strojwas07/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did PDF Solutions (PDFS) CTO Andrzej Strojwas report in this Form 4?

The CTO reported a grant of 5,360 shares of PDF Solutions common stock and a separate withholding of 1,356 shares for taxes. These are compensation and tax events, not open-market purchases or sales.

Were any PDF Solutions (PDFS) shares sold on the open market in this filing?

No open-market sale occurred. The 1,356-share disposition was to the company to satisfy tax withholding obligations on restricted stock unit vesting, explicitly described as not a sale in the market.

How many PDF Solutions (PDFS) shares does the CTO hold after these transactions?

After the reported grant and tax withholding disposition, the Chief Technology Officer directly holds 88,843 shares of PDF Solutions common stock, according to the share balance reported following the tax-related transaction.

What is the nature of the 5,360-share transaction in the PDF Solutions (PDFS) Form 4?

The 5,360-share transaction is a stock award classified as a grant or other acquisition. It represents an award of restricted stock units that vest over time, subject to the executive’s continued service with the company.

At what price were the 1,356 PDF Solutions (PDFS) shares used for tax withholding valued?

The 1,356 shares delivered to satisfy tax withholding obligations related to restricted stock unit vesting were valued at $66.88 per share, as reported in the non-derivative transaction details.

Does the Form 4 mention the PDF Solutions (PDFS) Employee Stock Purchase Plan?

Yes. A footnote states that current holdings include 995 shares of common stock purchased on January 31, 2026 under the PDF Employee Stock Purchase Plan, providing additional context on how some shares were originally acquired.