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

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.

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