PDF Solutions Insider Withholds 2.5k Shares to Pay Taxes, Ownership 83.6k

Rhea-AI Filing Summary

PDF Solutions, Inc. (PDFS) – Form 4 insider filing

Chief Technology Officer Andrzej Strojwas reported an internal share transaction dated 01 July 2025. The filing shows a disposition of 2,497 common shares at a price of $21.87 each, coded “F,” which indicates the shares were automatically surrendered to the company solely to cover federal and state tax-withholding obligations triggered by the vesting of restricted stock units (RSUs). No shares were sold into the open market.

Following the withholding transaction, Strojwas’ direct ownership stands at 83,613 common shares. This figure already includes 479 shares purchased on 31 Jan 2025 under the company’s Employee Stock Purchase Plan. No derivative securities were involved or reported.

The transaction is routine, does not signal a discretionary sale, and does not materially change insider ownership levels or imply a change in strategic outlook.

Positive

• None.

Negative

• Minor share dilution: 2,497 shares were returned to the company treasury, marginally increasing outstanding shares and causing a negligible bookkeeping dilution.

Insights

Financial Analyst

TL;DR: Routine tax-related share surrender; neutral impact on PDFS valuation.

The “F” code confirms shares were withheld to settle RSU taxes, a common administrative event that does not reflect insider sentiment or market sale pressure. Post-transaction ownership remains sizeable (≈83.6 k shares), suggesting continued alignment with shareholders. Given the small volume (≈3% of his holdings and immaterial relative to PDFS’s average daily volume), the event is non-material for valuation or liquidity considerations.

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 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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		F		2,497(1)	D	$21.87(1)	83,613(2)	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 479 shares of common stock that were purchased on January 31, 2025 under the PDF Employee Stock Purchase Plan.

	/s/ Adnan Raza, Attorney-in-Fact for Andrzej Strojwas	07/03/2025
	** 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

What did PDF Solutions' CTO report in the latest Form 4 filing?

He surrendered 2,497 shares to cover tax withholding on vested RSUs, at $21.87 per share.

Was the PDFS insider transaction an open-market sale?

No. The “F” code indicates the shares were withheld by the company for tax purposes, not sold to investors.

How many PDFS shares does Andrzej Strojwas now own?

After the transaction, he directly owns 83,613 common shares.

Did the filing include any options or other derivative securities?

No derivative securities were reported in Table II of the Form 4.

Is this Form 4 filing likely to affect PDFS stock price?

Given the administrative nature and small size, the impact is expected to be neutral.