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PDF Solutions® Announces Pricing of an Upsized Public Offering of Common Stock

Written by Customer Service on . Posted in Public Companies.

SANTA CLARA, Calif., May 13, 2026 (GLOBE NEWSWIRE) — PDF Solutions, Inc. (Nasdaq: PDFS) (the “Company”), a leading provider of comprehensive data solutions for the semiconductor and electronics ecosystem, today announced the pricing of an underwritten public offering of 4,568,308 shares of the Company’s common stock at a public offering price of $44.00 per share, consisting of 3,306,924 shares being sold by Advantest America, Inc. (the “Selling Stockholder”) and 1,261,384 shares being sold by the Company. The size of the offering was increased from the previously announced 3,806,924 shares. The offering is expected to close on May 15, 2026, subject to customary closing conditions. The gross proceeds to the Company from the sale of shares of common stock by the Company, before the exercise of the underwriters’ option to purchase additional shares and before deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $55.5 million. The Company will not receive any of the proceeds from the sale of shares of the Company’s common stock by the Selling Stockholder.

In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 685,246 shares of common stock from the Company at the public offering price, less underwriting discounts and commissions.

Morgan Stanley is acting as sole active book-running manager for the offering. Wells Fargo Securities, Societe Generale, and Needham & Company are also acting as book-running managers for the offering. Rosenblatt, D.A. Davidson & Co., and Northland Capital Markets are acting as co-managers for the offering.

Important Information

The securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-295834), including a base prospectus, which was filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2026 and became effective upon filing. The offering is being made only by means of a written prospectus supplement and the accompanying prospectus that form part of the registration statement. A preliminary prospectus supplement relating to the offering and accompanying prospectus have been filed with the SEC and are available on the SEC’s website located at http://www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC.

When available, copies of the final prospectus supplement and the accompanying prospectus relating to these securities may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About PDF Solutions

PDF Solutions (Nasdaq: PDFS) provides comprehensive data solutions designed to empower organizations across the semiconductor and electronics industry ecosystems to improve the yield and quality of their products and operational efficiency for increased profitability. The Company’s products and services are used by Fortune 500 companies across the semiconductor ecosystem to achieve smart manufacturing goals by connecting and controlling equipment, collecting data generated during manufacturing and test operations, and performing advanced analytics and machine learning to enable profitable, high-volume manufacturing.

Founded in 1991, PDF Solutions is headquartered in Santa Clara, California, with operations across North America, Europe and Asia. The Company (directly or through one or more subsidiaries) is an active member of SEMI, INEMI, TPCA, IPC, the OPC Foundation, and DMDII.

PDF Solutions and the PDF Solutions logo are trademarks of PDF Solutions, Inc.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements, including statements regarding the Company’s ability to complete the offering on the anticipated terms or at all and the expected closing date of the offering. Management has based these forward-looking statements on its current expectations, assumptions, estimates, and projections. While it believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond management’s control. These statements involve risks and uncertainties that may cause the Company’s actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements, including the risks and uncertainties described in the Company’s filings with the SEC, including the “Risk Factors” section of the preliminary prospectus supplement (and, when available, the final prospectus supplement) for the offering and the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Company Contacts:

Adnan Raza
Chief Financial Officer
(408) 280-7900
adnan.raza@pdf.com

Sonia Segovia
Investor Relations
(408) 938-6491
sonia.segovia@pdf.com

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