PDF SOLUTIONS INC SEC Filings

PDF Solutions, Inc. provides data and analytics solutions to semiconductor and electronics companies, offering a platform that spans design, process development, high-volume manufacturing, test, and assembly. Revenue comes from Platform fees (software, SaaS, services, systems) and Volume-based fees tied to runtime licenses and royalties.

The company serves foundries, IDMs, fabless firms, OSATs, equipment makers and others through brands including Exensio, Sapience, DirectScan, CV, Cimetrix and secureWISE. Key risks include heavy R&D spending, dependence on a few large customers, export-control and trade restrictions, cybersecurity and data-privacy exposure, AI-related regulatory change and reliance on sole‑source and open‑source technologies.

PDF Solutions Inc. received an updated ownership report from John Kachig Kibarian, filed on Schedule 13G/A. As of the event date of December 31, 2025, he beneficially owned 2,562,474 shares of common stock, representing 6.5% of the outstanding class.

Of this amount, 39,718 shares are subject to his sole voting and dispositive power. The remaining 2,522,756 shares are subject to shared voting and dispositive power through The John Kibarian and Gloria Chen Trust, where he serves as a trustee.

PDF Solutions Inc. (PDFS) received an amended Schedule 13G from Needham entities reporting passive ownership of its common stock. As of December 31, 2025, Needham Investment Management L.L.C. and Needham Asset Management, LLC each report beneficial ownership of 1,965,000 shares, or 4.9% of the common stock.

These shares are held across advisory clients, primarily the Needham Aggressive Growth Fund with 1,465,000 shares (about 3.7% of the class), the Needham Growth Fund with 270,000 shares, and the Needham Small Cap Growth Fund with 230,000 shares. George A. Needham is also listed with shared voting and dispositive power over 1,965,000 shares, or 4.9%.

The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of PDF Solutions. Each reporting person disclaims beneficial ownership beyond their pecuniary interest.

PDF Solutions reported record results for 2025, with total revenue of $219.0 million, up 22% from 2024, and fourth-quarter revenue of $62.4 million, up 25% from the prior year’s quarter.

Full-year GAAP gross margin improved to 72% and non-GAAP gross margin to 76%. Non-GAAP operating margin rose to 21%, while non-GAAP net income reached $37.2 million, or $0.94 per diluted share. GAAP results were near breakeven, with a small net loss of $0.6 million, or $(0.02) per share.

Revenue mix strengthened, as platform revenue grew to $181.0 million and volume-based revenue to $38.0 million, with recurring revenue at 94% of 2025 revenue. The company ended 2025 with a reported backlog of $254 million, completed the acquisition of SecureWise LLC, added debt, and used $24.1 million of operating cash flow against $32.8 million of capital expenditures. Management stated it expects 2026 revenue growth consistent with its 20% long-term revenue growth target.

PDF Solutions Inc director and EVP of Products and Solutions reported a charitable donation of 5,070 shares of common stock on 12/09/2025. The transaction is coded as a gift at a reported price of $0 per share, reflecting transfers of 5,000 and 70 shares to two different institutions.

After this donation, the reporting person beneficially owns 1,542,072 shares of common stock indirectly through a trust and 28,298 shares indirectly through a spouse, indicating a substantial remaining ownership stake.

PDF Solutions filed an 8-K under Regulation FD to correct narrative wording in its Q3 2025 Form 10-Q. The Financial Highlights had mischaracterized the source of the nine-month Analytics revenue change.

The corrected disclosure states that the increase in Analytics revenue for the nine months ended September 30, 2025 was partly due to higher revenues from DFI systems, and that the total increase was partially offset by a decrease in revenue from Exensio software licenses. The information is furnished under Item 7.01 and is not deemed filed.

PDF Solutions (PDFS) reported Q3 2025 results, with total revenue of $57.115 million (Analytics $54.662 million; Integrated Yield Ramp $2.453 million). Income from operations was $4.827 million, and net income was $1.294 million, reflecting higher interest expense after new borrowings.

The company completed the SecureWise acquisition on March 7, 2025, driving goodwill to $96.780 million and intangible assets to $54.246 million. To support the deal, PDF Solutions entered a credit agreement comprising a $45.0 million revolver and a $25.0 million term loan; principal outstanding was $68.750 million (net debt reported at $67.558 million). Cash and cash equivalents were $35.880 million as of September 30, 2025.

Operating cash flow was $6.712 million for the nine months, while investing cash flow included $129.718 million paid for the acquisition. Remaining performance obligations totaled $292.0 million, with more than half expected to be recognized over the next two years. There were 39,512,959 shares outstanding as of November 3, 2025.

PDF Solutions, Inc. furnished an update under Item 2.02, providing a press release and a management report covering financial results and other information for the third quarter ended September 30, 2025. The materials are attached as Exhibits 99.1 (press release) and 99.2 (management report), and were also posted on the company’s investor website.

The company specified that this information is being furnished, not filed, under the Exchange Act, and therefore is not subject to Section 18 liabilities unless specifically incorporated by reference.