[Form 4] PDF Solutions Inc Insider Trading Activity

Rhea-AI Filing Summary

PDF Solutions (PDFS) Form 4: On 1-Aug-2025, EVP Finance & CFO Adnan Raza was granted 35,000 restricted stock units (RSUs). The award vests 12.5% on 1-Jan-2026 and every six months thereafter until fully vested, subject to continued service. No shares were sold or disposed of.

Following the grant, Raza’s direct ownership rose to 76,508 common shares, which includes one share acquired 31-Jul-2025 under the employee stock-purchase plan. He also holds 22,373 shares indirectly through the Adnan & Kanwal Raza Family Trust, bringing total beneficial ownership to 98,881 shares. No derivative securities were reported.

The filing, submitted 4-Aug-2025, reflects a routine equity compensation grant that increases management’s equity alignment but does not involve open-market buying or selling.

Positive

• 35,000 RSU grant increases CFO’s equity stake, aligning incentives with shareholders
• No shares sold; total beneficial ownership now 98,881 shares, signalling continued commitment

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine 35k RSU grant; no sales; modestly positive alignment, limited market impact.

The RSU award raises the CFO’s direct stake to 76.5k shares and total to 98.9k. Because the grant is part of executive compensation rather than an open-market purchase, it sends a neutral-to-slightly-positive signal of long-term alignment but does not imply immediate confidence through personal capital deployment. No derivatives or dispositions lessen any dilution concerns. Overall, this is standard practice and unlikely to move the stock materially.

Corporate Governance Expert

TL;DR: Equity-based pay strengthens incentive alignment; governance impact minimal.

The semi-annual vesting schedule encourages retention through mid-2028, matching shareholder interests over multiple reporting cycles. The absence of accelerated vesting or performance hurdles keeps the plan simple but offers limited pay-for-performance rigor. Still, increasing insider ownership to roughly 99k shares enhances oversight and reduces agency risk. Governance impact is constructive but not transformative.

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
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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^*

Raza Adnan

(Last) (First) (Middle)

2858 DE LA CRUZ BLVD.

(Street)

SANTA CLARA CA 95050

(City) (State) (Zip)

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)
	EVP, Finance and CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/01/2025		A		35,000(1)	A	(1)	76,508(2)	D
Common Stock								22,373	I	By Trust(3)

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. These shares represent an award of restricted stock units (Total RSUs). 12.5% of the Total RSUs will vest on January 1, 2026 and 12.5% of the Total RSU will vest each date that is six (6) months thereafter until fully vested, subject to the Recipient's continued service through each applicable vest date.

2. Includes 1 share of common stock that was purchased on July 31, 2025 under the PDF Employee Stock Purchase Plan.

3. Adnan and Kanwal Raza Family Trust

	/s/ Adnan Raza	08/04/2025
	** 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.

FAQ

How many RSUs did PDFS CFO Adnan Raza receive?

He received 35,000 restricted stock units on 1-Aug-2025.

What is the vesting schedule for the new RSUs at PDF Solutions?

12.5% vests on 1-Jan-2026 and every six months thereafter until fully vested.

Did the CFO of PDFS sell any shares in this Form 4?

No. The filing reports only an RSU grant; no dispositions occurred.

What is Adnan Raza’s total share ownership after the transaction?

He now beneficially owns 98,881 common shares (76,508 direct, 22,373 indirect).

Were any derivative securities reported in the PDFS Form 4?

No derivative securities were acquired or disposed of in this filing.