PDF Solutions CTO gets stock grant, tax shares withheld

PDF Solutions Inc. Chief Technology Officer Andrzej Strojwas reported routine equity compensation activity.

Accepted by SEC EDGAR 07/02/2026 - 04:46 PM EDT Learn about SEC filing dates

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 94,203 shares of common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Strojwas Andrzej

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,356	$66.88	$91K
Grant/Award	Common Stock	5,360	$0.00	$0.00

Holdings After Transaction: Common Stock — 94,203 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Includes 995 shares of common stock that were purchased on January 31, 2026 under the PDF Employee Stock Purchase Plan.
3. F3. 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.

Key Figures

Stock award: 5,360 shares Tax withholding shares: 1,356 shares Tax withholding price: $66.88 per share +2 more

5 metrics

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

Key Terms

Restricted Stock Units, tax withholding obligations, Employee Stock Purchase Plan, vesting, +1 more

5 terms

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)."

FAQ

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

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.

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

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SEC Form 4

FORM 4

UNITED 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)

	Director		10% Owner
X	Officer (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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2026		F		1,356(1)	D	$66.88(1)	88,843(2)	D
Common Stock	07/01/2026		A		5,360(3)	A	(3)	94,203	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 Strojwas	07/02/2026
	** Signature of Reporting Person	Date
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)