{"success":true,"data":{"pressRelease":{"id":"34404","rtpr_id":"nGNX7YHFxY","ticker":"PDFS","exchange":"NASDAQ","all_tickers":["PDFS"],"title":"PDF Solutions® Announces Pricing of an Upsized Public Offering of Common Stock","author":"Globe Newswire","published_at":"2026-05-14T06:36:25.101Z","article_body":"SANTA CLARA, Calif., May 13, 2026 (GLOBE NEWSWIRE) -- PDF Solutions, Inc.\n(Nasdaq: PDFS) (the “Company”), a leading provider of comprehensive data\nsolutions for the semiconductor and electronics ecosystem, today announced the\npricing of an underwritten public offering of 4,568,308 shares of the\nCompany’s common stock at a public offering price of $44.00 per share,\nconsisting of 3,306,924 shares being sold by Advantest America, Inc. (the\n“Selling Stockholder”) and 1,261,384 shares being sold by the Company. The\nsize of the offering was increased from the previously announced 3,806,924\nshares. The offering is expected to close on May 15, 2026, subject to\ncustomary closing conditions. The gross proceeds to the Company from the sale\nof shares of common stock by the Company, before the exercise of the\nunderwriters’ option to purchase additional shares and before deducting\nunderwriting discounts and commissions and estimated offering expenses, will\nbe approximately $55.5 million. The Company will not receive any of the\nproceeds from the sale of shares of the Company’s common stock by the\nSelling Stockholder.\n\nIn addition, the Company has granted the underwriters a 30-day option to\npurchase up to an additional 685,246 shares of common stock from the Company\nat the public offering price, less underwriting discounts and commissions.\n\nMorgan Stanley is acting as sole active book-running manager for the offering.\nWells Fargo Securities, Societe Generale, and Needham & Company are also\nacting as book-running managers for the offering. Rosenblatt, D.A. Davidson &\nCo., and Northland Capital Markets are acting as co-managers for the offering.\n\nImportant Information\n\nThe securities described above are being offered pursuant to a shelf\nregistration statement on Form S-3 (File No. 333-295834), including a base\nprospectus, which was filed with the Securities and Exchange Commission (the\n“SEC”) on May 13, 2026 and became effective upon filing. The offering is\nbeing made only by means of a written prospectus supplement and the\naccompanying prospectus that form part of the registration statement. A\npreliminary prospectus supplement relating to the offering and accompanying\nprospectus have been filed with the SEC and are available on the SEC’s\nwebsite located at http://www.sec.gov. A final prospectus supplement relating\nto the offering will be filed with the SEC.\n\nWhen available, copies of the final prospectus supplement and the accompanying\nprospectus relating to these securities may be obtained from Morgan Stanley &\nCo. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New\nYork, NY 10014, or by email at prospectus@morganstanley.com.\n\nThis press release shall not constitute an offer to sell or the solicitation\nof an offer to buy these securities, nor shall there be any sale of these\nsecurities in any state or jurisdiction in which such offer, solicitation, or\nsale would be unlawful prior to registration or qualification under the\nsecurities laws of any such state or jurisdiction.\n\nAbout PDF Solutions\n\nPDF Solutions (Nasdaq: PDFS) provides comprehensive data solutions designed to\nempower organizations across the semiconductor and electronics industry\necosystems to improve the yield and quality of their products and operational\nefficiency for increased profitability. The Company’s products and services\nare used by Fortune 500 companies across the semiconductor ecosystem to\nachieve smart manufacturing goals by connecting and controlling equipment,\ncollecting data generated during manufacturing and test operations, and\nperforming advanced analytics and machine learning to enable profitable,\nhigh-volume manufacturing.\n\nFounded in 1991, PDF Solutions is headquartered in Santa Clara, California,\nwith operations across North America, Europe and Asia. The Company (directly\nor through one or more subsidiaries) is an active member of SEMI, INEMI, TPCA,\nIPC, the OPC Foundation, and DMDII.\n\nPDF Solutions and the PDF Solutions logo are trademarks of PDF Solutions, Inc.\n\nForward-Looking Statements\n\nCertain statements contained in this press release constitute forward-looking\nstatements, including statements regarding the Company’s ability to complete\nthe offering on the anticipated terms or at all and the expected closing date\nof the offering. Management has based these forward-looking statements on its\ncurrent expectations, assumptions, estimates, and projections. While it\nbelieves these expectations, assumptions, estimates, and projections are\nreasonable, such forward-looking statements are only predictions and involve\nknown and unknown risks and uncertainties, many of which are beyond\nmanagement’s control. These statements involve risks and uncertainties that\nmay cause the Company’s actual results, performance, or achievements to\ndiffer materially from any future results, performance, or achievements\nexpressed or implied by these forward-looking statements, including the risks\nand uncertainties described in the Company’s filings with the SEC, including\nthe “Risk Factors” section of the preliminary prospectus supplement (and,\nwhen available, the final prospectus supplement) for the offering and the\n“Risk Factors” section of the Company’s most recent Annual Report on\nForm 10-K. Forward-looking statements speak only as of the date they are made.\nReaders are cautioned not to put undue reliance on forward-looking statements,\nand, except as required by law, the Company assumes no obligation and does not\nintend to update or revise these forward-looking statements, whether as a\nresult of new information, future events, or otherwise.\n\nCompany Contacts:\n\nAdnan Raza\nChief Financial Officer\n(408) 280-7900\nadnan.raza@pdf.com\n\nSonia Segovia \nInvestor Relations \n(408) 938-6491 \nsonia.segovia@pdf.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/80b78269-9de3-407b-9116-731f47b38dbf)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX7YHFxY","title":"PDF Solutions® Announces Pricing of an Upsized Public Offering of Common Stock","author":"Globe Newswire","ticker":"PDFS","created":"2026-05-14T06:36:25.101Z","tickers":["PDFS"],"exchange":"NASDAQ","article_body":"SANTA CLARA, Calif., May 13, 2026 (GLOBE NEWSWIRE) -- PDF Solutions, Inc.\n(Nasdaq: PDFS) (the “Company”), a leading provider of comprehensive data\nsolutions for the semiconductor and electronics ecosystem, today announced the\npricing of an underwritten public offering of 4,568,308 shares of the\nCompany’s common stock at a public offering price of $44.00 per share,\nconsisting of 3,306,924 shares being sold by Advantest America, Inc. (the\n“Selling Stockholder”) and 1,261,384 shares being sold by the Company. The\nsize of the offering was increased from the previously announced 3,806,924\nshares. The offering is expected to close on May 15, 2026, subject to\ncustomary closing conditions. The gross proceeds to the Company from the sale\nof shares of common stock by the Company, before the exercise of the\nunderwriters’ option to purchase additional shares and before deducting\nunderwriting discounts and commissions and estimated offering expenses, will\nbe approximately $55.5 million. The Company will not receive any of the\nproceeds from the sale of shares of the Company’s common stock by the\nSelling Stockholder.\n\nIn addition, the Company has granted the underwriters a 30-day option to\npurchase up to an additional 685,246 shares of common stock from the Company\nat the public offering price, less underwriting discounts and commissions.\n\nMorgan Stanley is acting as sole active book-running manager for the offering.\nWells Fargo Securities, Societe Generale, and Needham & Company are also\nacting as book-running managers for the offering. Rosenblatt, D.A. Davidson &\nCo., and Northland Capital Markets are acting as co-managers for the offering.\n\nImportant Information\n\nThe securities described above are being offered pursuant to a shelf\nregistration statement on Form S-3 (File No. 333-295834), including a base\nprospectus, which was filed with the Securities and Exchange Commission (the\n“SEC”) on May 13, 2026 and became effective upon filing. The offering is\nbeing made only by means of a written prospectus supplement and the\naccompanying prospectus that form part of the registration statement. A\npreliminary prospectus supplement relating to the offering and accompanying\nprospectus have been filed with the SEC and are available on the SEC’s\nwebsite located at http://www.sec.gov. A final prospectus supplement relating\nto the offering will be filed with the SEC.\n\nWhen available, copies of the final prospectus supplement and the accompanying\nprospectus relating to these securities may be obtained from Morgan Stanley &\nCo. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New\nYork, NY 10014, or by email at prospectus@morganstanley.com.\n\nThis press release shall not constitute an offer to sell or the solicitation\nof an offer to buy these securities, nor shall there be any sale of these\nsecurities in any state or jurisdiction in which such offer, solicitation, or\nsale would be unlawful prior to registration or qualification under the\nsecurities laws of any such state or jurisdiction.\n\nAbout PDF Solutions\n\nPDF Solutions (Nasdaq: PDFS) provides comprehensive data solutions designed to\nempower organizations across the semiconductor and electronics industry\necosystems to improve the yield and quality of their products and operational\nefficiency for increased profitability. The Company’s products and services\nare used by Fortune 500 companies across the semiconductor ecosystem to\nachieve smart manufacturing goals by connecting and controlling equipment,\ncollecting data generated during manufacturing and test operations, and\nperforming advanced analytics and machine learning to enable profitable,\nhigh-volume manufacturing.\n\nFounded in 1991, PDF Solutions is headquartered in Santa Clara, California,\nwith operations across North America, Europe and Asia. The Company (directly\nor through one or more subsidiaries) is an active member of SEMI, INEMI, TPCA,\nIPC, the OPC Foundation, and DMDII.\n\nPDF Solutions and the PDF Solutions logo are trademarks of PDF Solutions, Inc.\n\nForward-Looking Statements\n\nCertain statements contained in this press release constitute forward-looking\nstatements, including statements regarding the Company’s ability to complete\nthe offering on the anticipated terms or at all and the expected closing date\nof the offering. Management has based these forward-looking statements on its\ncurrent expectations, assumptions, estimates, and projections. While it\nbelieves these expectations, assumptions, estimates, and projections are\nreasonable, such forward-looking statements are only predictions and involve\nknown and unknown risks and uncertainties, many of which are beyond\nmanagement’s control. These statements involve risks and uncertainties that\nmay cause the Company’s actual results, performance, or achievements to\ndiffer materially from any future results, performance, or achievements\nexpressed or implied by these forward-looking statements, including the risks\nand uncertainties described in the Company’s filings with the SEC, including\nthe “Risk Factors” section of the preliminary prospectus supplement (and,\nwhen available, the final prospectus supplement) for the offering and the\n“Risk Factors” section of the Company’s most recent Annual Report on\nForm 10-K. Forward-looking statements speak only as of the date they are made.\nReaders are cautioned not to put undue reliance on forward-looking statements,\nand, except as required by law, the Company assumes no obligation and does not\nintend to update or revise these forward-looking statements, whether as a\nresult of new information, future events, or otherwise.\n\nCompany Contacts:\n\nAdnan Raza\nChief Financial Officer\n(408) 280-7900\nadnan.raza@pdf.com\n\nSonia Segovia \nInvestor Relations \n(408) 938-6491 \nsonia.segovia@pdf.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/80b78269-9de3-407b-9116-731f47b38dbf)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-05-14T06:36:25.155436299Z","server_sent_at_ms":1778740585155},"received_at":"2026-05-14T06:36:25.213Z","source_url":null},"analysis":{"id":"24366","press_release_id":"34404","analysis_json":{"industry":{"label":"Semiconductors & Semiconductor Equipment","sector":"Information Technology"},"redFlags":["offering upsized from 3,806,924 shares to 4,568,308 shares","company will not receive proceeds from the sale of shares by the selling stockholder"],"eventType":"offering","narrative":"PDF Solutions has priced an upsized underwritten public offering of 4,568,308 shares of common stock at $44.00 per share.\n\nThe offering consists of 3,306,924 shares being sold by Advantest America, Inc. and 1,261,384 shares being sold by the Company, raising approximately $55.5 million.\n\nMorgan Stanley is acting as the sole active book-running manager, with Wells Fargo Securities, Societe Generale, and Needham & Company also serving as book-running managers.\n\nThe underwriters have a 30-day option to purchase up to an additional 685,246 shares at the public offering price, less underwriting discounts and commissions.","sentiment":"bearish","agentHooks":{"shouldPost":true,"suggestedAngle":"Upsized offering at $44.00 per share; company raises $55.5M but selling stockholder also offloading shares."},"keyFigures":{"dealValueUsd":55500000,"offeringPrice":44,"sharesOffered":4568308},"namedEntities":{"people":[{"name":"Adnan Raza","role":"Chief Financial Officer"},{"name":"Sonia Segovia","role":"Investor Relations"}],"products":[],"companies":[{"name":"PDF Solutions, Inc.","ticker":"PDFS","relationship":"filer"},{"name":"Advantest America, Inc.","relationship":"selling stockholder"},{"name":"Morgan Stanley","relationship":"book-running manager"},{"name":"Wells Fargo Securities","relationship":"book-running manager"},{"name":"Societe Generale","relationship":"book-running manager"},{"name":"Needham & Company","relationship":"book-running manager"},{"name":"Rosenblatt","relationship":"co-manager"},{"name":"D.A. Davidson & Co.","relationship":"co-manager"},{"name":"Northland Capital Markets","relationship":"co-manager"}],"dollarAmounts":[{"amount":"$44.00","context":"public offering price per share"},{"amount":"$55.5 million","context":"gross proceeds to the Company"}]},"materialImpact":{"score":4,"reasoning":"The offering is upsized and priced at $44.00 per share, which is a significant amount of shares being sold. The company is selling 1,261,384 shares, raising approximately $55.5 million, while the selling stockholder is selling 3,306,924 shares. The underwriters have a 30-day option to purchase additional shares, which could further dilute existing shareholders."},"tickerRelevance":{"others":[],"primary":"PDFS"},"globalImportance":35,"audienceRelevance":50,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"mid-cap","eventGravity":"upsized public offering","marketCapAdjustment":"semiconductor industry relevance"}},"event_type":"offering","event_type_secondary":["dilution"],"sentiment":"bearish","material_impact_score":4,"narrative":"PDF Solutions has priced an upsized underwritten public offering of 4,568,308 shares of common stock at $44.00 per share.\n\nThe offering consists of 3,306,924 shares being sold by Advantest America, Inc. and 1,261,384 shares being sold by the Company, raising approximately $55.5 million.\n\nMorgan Stanley is acting as the sole active book-running manager, with Wells Fargo Securities, Societe Generale, and Needham & Company also serving as book-running managers.\n\nThe underwriters have a 30-day option to purchase up to an additional 685,246 shares at the public offering price, less underwriting discounts and commissions.","key_figures":{"dealValueUsd":55500000,"offeringPrice":44,"sharesOffered":4568308},"named_entities":{"people":[{"name":"Adnan Raza","role":"Chief Financial Officer"},{"name":"Sonia Segovia","role":"Investor Relations"}],"products":[],"companies":[{"name":"PDF Solutions, Inc.","ticker":"PDFS","relationship":"filer"},{"name":"Advantest America, Inc.","relationship":"selling stockholder"},{"name":"Morgan Stanley","relationship":"book-running manager"},{"name":"Wells Fargo Securities","relationship":"book-running manager"},{"name":"Societe Generale","relationship":"book-running manager"},{"name":"Needham & Company","relationship":"book-running manager"},{"name":"Rosenblatt","relationship":"co-manager"},{"name":"D.A. Davidson & Co.","relationship":"co-manager"},{"name":"Northland Capital Markets","relationship":"co-manager"}],"dollarAmounts":[{"amount":"$44.00","context":"public offering price per share"},{"amount":"$55.5 million","context":"gross proceeds to the Company"}]},"model_name":"Qwen/Qwen2.5-72B-Instruct-AWQ","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-05-14T06:36:45.818Z","global_importance":35,"audience_relevance":50,"importance_components":{"tickerTier":"mid-cap","eventGravity":"upsized public offering","marketCapAdjustment":"semiconductor industry relevance"}},"durationMs":20598,"modelName":"george-droid-qwen-72b"}}