Pdf Solutions SEC Filings

PDF Solutions, Inc. reports that Needham Investment Management L.L.C., Needham Asset Management, LLC and George A. Needham collectively beneficially own 2,022,700 shares of Common Stock, representing 5.1% of the class. The Schedule 13G discloses shared voting and dispositive power of 2,022,700 shares for each filer. The filing is signed by James W. Giangrasso and George A. Needham on 05/15/2026.

PDF Solutions is conducting a mixed offering: it is selling 1,261,384 shares of its common stock and a selling stockholder is offering 3,306,924 shares, for a combined 4,568,308 shares. The offering price is $44.00 per share and the underwriters have a 30-day option to purchase up to 685,246 additional shares.

The company expects net proceeds to it of approximately $53.0 million before expenses (or about $81.8 million if the underwriters fully exercise their option). The prospectus supplement states the selling stockholder will receive no proceeds from the shares the company is offering and that the selling stockholder’s shares will not provide proceeds to the company. Shares outstanding were 39,910,993 as of March 31, 2026.

PDF Solutions is offering 500,000 shares of its common stock and a selling stockholder is offering 3,306,924 shares, for a total of 3,806,924 shares registered in this prospectus supplement, with an underwriter option of up to 571,038 additional shares exercisable within 30 days. The company will receive proceeds only from the 500,000 share component; the selling stockholder will receive proceeds from its resale. The offering is conditioned on customary underwriter approvals and lock-up agreements restrict certain insiders for 60 days. Net proceeds to the issuer are to be used for general corporate purposes, which may include repayment of indebtedness.

PDF Solutions, Inc. has filed a Form S-3 shelf registration to permit the offering and sale from time to time of shares of its common stock by the company and by selling securityholders. The prospectus states that the company may offer and sell shares and that selling securityholders may offer and sell shares; the company will not receive proceeds from sales by the selling securityholders.

The shelf prospectus describes the methods of sale, incorporation by reference to periodic reports, risk factors, authorized capital (75,000,000 shares of which 70,000,000 are common and 5,000,000 are preferred), and customary plan of distribution provisions. Specific offering amounts, prices and terms will be provided in prospectus supplements when offerings occur.

PDF Solutions, Inc. reported significantly improved results for the quarter ended March 31, 2026, moving from a loss to profitability. Total revenue reached $60.1 million, up from $47.8 million a year earlier, driven mainly by higher Platform revenue of $50.9 million versus $37.3 million. Volume-based revenue was $9.2 million compared with $10.5 million. The company generated net income of $4.8 million, reversing a $3.0 million net loss in the prior-year quarter, with diluted earnings per share of $0.12 versus a loss of $0.08.

Cash and cash equivalents were $31.2 million and total assets $430.6 million, while total debt, net, was $66.5 million. Operating cash flow was $1.7 million, down from $8.6 million, as accounts receivable and contract assets increased. International customers provided about 59% of revenue, and remaining performance obligations totaled roughly $246.4 million, most expected to convert to revenue within two years.

PDF Solutions, Inc. reported strong first quarter 2026 results, with total revenues of $60.1 million, up 26% from the first quarter of 2025. Platform revenue grew to $50.9 million, while volume-based revenue was $9.2 million. GAAP gross margin was 72% and non-GAAP gross margin 76%.

GAAP operating margin improved to 10% and non-GAAP operating margin to 25%. The company generated GAAP net income of $4.8 million, or $0.12 per diluted share, compared with a loss a year ago, and non-GAAP net income of $12.6 million, or $0.31 per diluted share. Ending backlog reached $246.4 million, and management reaffirmed its prior guidance of 20% annual revenue growth for 2026.

PDF Solutions, Inc. is holding its 2026 Annual Meeting on June 16, 2026, asking stockholders to elect two Class I directors, ratify BPM LLP as auditor, approve an amended 2011 Stock Incentive Plan adding 800,000 reserved shares, amend its 2021 Employee Stock Purchase Plan, and give an advisory say‑on‑pay vote.

The Class I nominees are Lead Independent Director Joseph R. Bronson and director Ye Jane Li, both standing for new three‑year terms on a staggered, eight‑member board. As of April 17, 2026, the company had 39,917,373 common shares outstanding and 3,201,258 shares available for future awards under the existing stock plan, with 4,001,258 shares available if the new amendment is approved.

PDF Solutions, Inc. entered into a First Amendment to its Credit Agreement on April 23, 2026. The amendment increases the company’s revolving credit facility to an aggregate principal amount of $75 million and introduces leverage-based annual commitment fees tied to its total debt to EBITDA ratio.

The commitment fee will be 0.50% when the total debt to EBITDA ratio is greater than or equal to 2.50 to 1.00, 0.35% when the ratio is less than 2.50 to 1.00 but at least 0.50 to 1.00, and 0.20% when the ratio is below 0.50 to 1.00. All other material terms of the Credit Agreement remain unchanged.