PDF Solutions grants 71,000-unit target stock award

PDFS's EVP of Products and Solutions received a target award whose earned amount may range from 0% to 100% based on stock-price goals.

Rhea-AI Filing Summary

PDF Solutions Inc.'s EVP of Products and Solutions and director, Kimon Michaels, received a target award of 71,000 performance stock units on September 1, 2026. Each unit represents a contingent right to one common share. The number ultimately earned may range from 0% to 100% of target, based on stock-price goals following the end of a three-year performance period. As of September 1, 2026, reported indirect holdings included 1,542,072 common shares held by trust and 28,298 held by spouse.

Insider Trade Summary

Grant/Award: 71,000 shares

Grant/Award 3 txns

Insider MICHAELS KIMON

Role EVP of Products and Solutions

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Unit F1, F2, F3	71,000	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Stock Unit — 71,000 contracts (Direct); Common Stock — 1,542,072 shares (Indirect, By Trust); Common Stock — 28,298 shares (Indirect, By Spouse)

Footnotes (3)

1. F1. The Performance Stock Units (PSUs) represent a contingent right to receive one share of the Issuer's common stock.
2. F2. The number of PSUs reported represents the target award (100%); the number of PSUs ultimately earned may range from 0% to 100% of target.
3. F3. The number of PSUs that vest and are earned will be based on attainment of certain stock price goals following the end of a three-year performance period.

Key Figures

Target PSU award: 71,000 performance stock units Underlying common shares per PSU: 1 common share per performance stock unit Earned portion of target award: 0% to 100% +3 more

6 metrics

Target PSU award 71,000 performance stock units Awarded September 1, 2026

Underlying common shares per PSU 1 common share per performance stock unit Each PSU represents a contingent right to receive one share

Earned portion of target award 0% to 100% Based on attainment of stock-price goals

Performance period 3 years Stock-price goals apply following the end of the performance period

Indirect common shares held by trust 1,542,072 shares As of September 1, 2026

Indirect common shares held by spouse 28,298 shares As of September 1, 2026

Key Terms

Performance Stock Units (PSUs), target award, performance period

3 terms

Performance Stock Units (PSUs) financial

"The Performance Stock Units (PSUs) represent a contingent right"

Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.

target award financial

"represents the target award (100%)"

performance period financial

"following the end of a three-year performance period"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

FAQ

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

How many performance stock units did PDFS executive Kimon Michaels receive?

Kimon Michaels received a target award of 71,000 performance stock units on September 1, 2026. Each unit represents a contingent right to one common share.

How many of Kimon Michaels's PDFS performance stock units may ultimately be earned?

The number ultimately earned may range from 0% to 100% of the target award, based on attainment of stock-price goals following the end of a three-year performance period.

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

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Available on EDGAR 10/19/2026 - 09:35 AM EDT Accepted by SEC EDGAR 10/19/2026 - 09:35 AM EDT Learn about SEC filing dates

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^*

MICHAELS KIMON

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP of Products and Solutions

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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								1,542,072	I	By Trust
Common Stock								28,298	I	By Spouse

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
Performance Stock Unit	(1)	09/01/2026		A		71,000(2)		09/01/2029(3)	(3)	Common Stock	71,000	$0	71,000	D

Explanation of Responses:

1. The Performance Stock Units (PSUs) represent a contingent right to receive one share of the Issuer's common stock.

2. The number of PSUs reported represents the target award (100%); the number of PSUs ultimately earned may range from 0% to 100% of target.

3. The number of PSUs that vest and are earned will be based on attainment of certain stock price goals following the end of a three-year performance period.

	/s/ Adnan Raza, Attorney-in-Fact for Kimon Michaels	10/19/2026
	** 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)