Is the 2,689-share RSU award to Chi-Foon Chan an open-market purchase of PDFS stock?

No, the 2,689 shares are a grant of Restricted Stock Units, not an open-market purchase. They were awarded at a stated price of $0.0000 per share under the Director Compensation Program as equity compensation for board service rather than a market transaction.

Chi-Foon Chan receives 2,689 RSUs at PDF Solutions (NASDAQ: PDFS)

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CHAN CHI-FOON reported acquisition or exercise transactions in this Form 4 filing.

PDF Solutions director Chi-Foon Chan received an equity award of 2,689 shares of common stock in the form of Restricted Stock Units (RSUs). The award was granted at no cash cost per share as part of the company’s Director Compensation Program.

The RSUs will vest in four equal installments of 25%, with vesting on the first day of each calendar quarter after the grant effective date, as long as Chan continues to serve through each vesting date. After this grant, Chan directly holds 24,168 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CHAN CHI-FOON

Role null

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

Holdings After Transaction: Common Stock — 24,168 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 2,689 shares Grant price: $0.0000 per share Shares owned after grant: 24,168 shares +1 more

4 metrics

RSUs granted 2,689 shares Restricted Stock Unit award under Director Compensation Program

Grant price $0.0000 per share Stated price for RSU award

Shares owned after grant 24,168 shares Total direct common stock holdings after RSU award

Vesting structure 4 installments of 25% Quarterly vesting schedule for Total RSUs

Key Terms

Restricted Stock Units, Director Compensation Program, vesting

3 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

"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"

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:42 PM Accepted by SEC EDGAR 07/02/2026 - 04:40 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^*

CHAN CHI-FOON

(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⁾	24,168	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 Chi-Foon Chan	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 Chi-Foon Chan report in this Form 4?

Chan reported receiving an award of 2,689 shares of common stock as Restricted Stock Units. The grant is part of PDF Solutions’ Director Compensation Program and was received at no cash cost per share as equity-based compensation rather than an open-market purchase.

How many PDF Solutions (PDFS) shares does Chi-Foon Chan hold after this RSU grant?

Following the RSU award, Chan holds 24,168 PDF Solutions common shares directly. This total includes the 2,689-share Restricted Stock Unit grant reported in the Form 4 and reflects his updated direct ownership position after the director compensation award was recorded.

What is the vesting schedule for Chan’s 2,689 PDF Solutions RSUs?

The RSUs vest in four equal installments of 25% of the total award. Vesting occurs on the first day of each calendar quarter after the grant effective date, and each installment requires Chan’s continued service through the related vesting date to be earned.

What does the footnote say about Chan’s PDF Solutions RSU grant?

The footnote explains the 2,689 shares are a Total RSU award under the Director Compensation Program. It states that the RSUs vest quarterly in four equal 25% installments, contingent on Chan’s continued service through each applicable vesting date until the grant is fully vested.

Does Chan’s RSU grant under the PDF Solutions program involve any special entities or indirect ownership?

The filing shows the 2,689-share RSU award as directly owned common stock, with direct ownership indicated. The footnote focuses on vesting terms and the Director Compensation Program, and does not describe trusts, LLCs, or other entities holding these particular awarded shares.