PDF Solutions (PDFS) grants director 2,689 restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PDF Solutions director Michael B. Gustafson received a grant of 2,689 restricted stock units as part of the company’s Director Compensation Program. These RSUs convert into common shares over time rather than being purchased on the market.

The award vests in four equal installments of 25% each, on the first day of each calendar quarter following the Grant Effective Date, contingent on his continued board service. After this grant, Gustafson directly holds 40,192 shares of PDF Solutions common stock, reflecting routine equity-based compensation rather than an open-market transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GUSTAFSON MICHAEL B

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,689	$0.00	--

Holdings After Transaction: Common Stock — 40,192 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

RSU grant size: 2,689 units Post-transaction holdings: 40,192 shares Grant price per share: $0.0000 +1 more

4 metrics

RSU grant size 2,689 units Restricted Stock Units awarded under Director Compensation Program

Post-transaction holdings 40,192 shares Common stock directly held after grant

Grant price per share $0.0000 Equity award, no cash paid per share

Vesting schedule 4 installments of 25% Vests quarterly after Grant Effective Date, subject to service

Key Terms

Restricted Stock Units, Director Compensation Program, vesting, Grant Effective Date

4 terms

Restricted Stock Units financial

"These shares represent an award of Restricted Stock Units (Total RSU) under the Company's Director Compensation Program."

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.

Director Compensation Program financial

"These shares represent an award of Restricted Stock Units (Total RSU) under the Company's Director Compensation Program."

vesting financial

"RSU shall vest in four (4) equal installments of twenty-five percent (25%) of the Total RSUs, with vesting occurring on the first day of each calendar quarter"

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.

Grant Effective Date financial

"vesting occurring on the first day of each calendar quarter following the Grant Effective Date until fully vested"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:43 PM Accepted by SEC EDGAR 07/02/2026 - 04:42 PM

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^*

GUSTAFSON MICHAEL B

(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
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2026		A		2,689⁽¹⁾	A	⁽¹⁾	40,192	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares represent an award of Restricted Stock Units (Total RSU) under the Company's Director Compensation Program. RSU shall vest in four (4) equal installments of twenty-five percent (25%) of the Total RSUs, with vesting occurring on the first day of each calendar quarter following the Grant Effective Date until fully vested, subject to the Recipient's continued service through each applicable vesting date.

	/s/ Adnan Raza, Attorney-In-Fact for Michael B. Gustafson	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did PDF Solutions (PDFS) director Michael B. Gustafson report on this Form 4?

Michael B. Gustafson reported receiving an award of 2,689 restricted stock units as director compensation. These RSUs will settle into common stock as they vest, increasing his equity-based stake in PDF Solutions over time.

How many shares does Michael B. Gustafson hold in PDF Solutions (PDFS) after this grant?

After the restricted stock unit grant, Michael B. Gustafson directly holds 40,192 shares of PDF Solutions common stock. This figure includes the impact of the 2,689-unit award reported in the filing.

How do the 2,689 PDF Solutions restricted stock units vest for director Gustafson?

The 2,689 restricted stock units vest in four equal installments of 25% each. Vesting occurs on the first day of each calendar quarter following the Grant Effective Date, subject to Gustafson’s continued service on the board.

Is Gustafson’s PDF Solutions Form 4 transaction a market purchase or sale?

The transaction is not a market trade; it is a grant of 2,689 restricted stock units at no cash cost per share. It reflects equity compensation rather than buying or selling shares in the open market.

What is the condition for Gustafson to fully vest the PDF Solutions RSU award?

To fully vest the restricted stock unit award, Gustafson must continue serving through each quarterly vesting date. Each quarter, 25% of the 2,689 units vests, until all units are vested if service continues.