PDF Solutions insider filing: CTO adds 8k shares via RSU grant

Rhea-AI Filing Summary

PDF Solutions (PDFS) Form 4: Chief Technology Officer Andrzej Strojwas reported an 8,000-share restricted stock unit (RSU) award granted 01 Aug 2025. The award represents new, non-derivative common stock that will vest 12.5 % on 1 Jan 2026 and every six months thereafter until fully vested, contingent on continued employment. Following the grant, Strojwas’ direct beneficial ownership rises to 91,966 common shares, which already include 353 shares bought 31 Jul 2025 under the employee stock-purchase plan. No dispositions or option exercises were disclosed.

The filing signals ongoing equity-based compensation rather than an open-market purchase; cash outlay was zero, so the grant has no immediate cash flow impact on the executive or the company. Dilution from 8,000 shares is de-minimis (<1 % of outstanding). Overall, the transaction modestly tightens management-shareholder alignment but is unlikely to materially move the stock.

Positive

• Incremental insider ownership: Executive’s stake increases to 91,966 shares, marginally improving alignment with shareholders.

Negative

• Minor dilution: Issuance of 8,000 new shares marginally increases share count, though impact is immaterial.

Insights

Securities Analyst

TL;DR: Routine RSU grant; minimal dilution; neutral for valuation.

The CTO’s 8k-share RSU award expands insider holdings by roughly 0.03 % of PDFS’s ~28 m outstanding shares—an immaterial dilution. Because the award vests over four years, it primarily serves as a retention tool and modest incentive alignment. No open-market buying means limited incremental bullish signal; nor is there selling pressure. I view the filing as neutral to the investment thesis.

Corporate Governance Expert

TL;DR: Standard equity compensation supports retention, raises no governance flags.

Grant structure (semi-annual 12.5 % vesting) follows typical tech-sector practice. The Form 4 is timely and properly signed via power of attorney, reflecting sound compliance. The absence of discretionary acceleration or unusual terms suggests ordinary-course governance. Impact on shareholder rights is negligible; alignment benefits are incremental.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Strojwas Andrzej

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	8,000	$0.00	--

Holdings After Transaction: Common Stock — 91,966 shares (Direct)

Footnotes (1)

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 6 (six) months thereafter until fully vested, subject to the Recipient's continued service through each applicable vest date. Includes 353 shares of common stock that were purchased on July 31, 2025 under the PDF Employee Stock Purchase Plan

Form 4 Insider Transactions: What Each Field Means →

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)
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		8,000(1)	A	(1)	91,966(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. 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 6 (six) months thereafter until fully vested, subject to the Recipient's continued service through each applicable vest date.

2. Includes 353 shares of common stock that were purchased on July 31, 2025 under the PDF Employee Stock Purchase Plan

	/s/ Adnan Raza, Attorney-in-Fact for Andrzej Strojwas	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 PDFS shares did the CTO receive on 1 Aug 2025?

He was awarded 8,000 restricted stock units that convert to common shares as they vest.

What is the vesting schedule for the new RSUs?

12.5 % vests on 1 Jan 2026; another 12.5 % every six months until fully vested, assuming continued service.

What is Andrzej Strojwas’ total beneficial ownership after the grant?

The CTO now directly owns 91,966 PDFS common shares.

Does the Form 4 indicate any share sales by the executive?

No sales were reported; the filing only shows a new RSU award and prior ESPP purchase.

Is this transaction likely to affect PDF Solutions’ share count materially?

No. The 8,000-share issuance is <1 % of the approximately 28 million shares outstanding.