PDF SOLUTIONS INC 8-K

What Happened PDF Solutions, Inc. announced that it entered into an underwriting agreement with Morgan Stanley & Co. LLC (as representative) and closed a public offering on May 15, 2026. The Company sold 1,946,630 shares of its common stock (including 685,246 shares from the underwriters’ full exercise of their option) at $44.00 per share. The offering was conducted under an effective Form S-3 shelf registration and generated approximately $85.7 million in gross proceeds to PDF Solutions before underwriting discounts, commissions and expenses. Advantest America, Inc. was the selling stockholder and sold 3,306,924 shares; the Company received no proceeds from those shares.

Key Details

• Underwriting agreement dated May 13, 2026; offering closed May 15, 2026.
• Company sold 1,946,630 shares (includes 685,246 shares from option exercise) at $44.00 per share.
• Gross proceeds to the Company: ~ $85.7 million (before underwriting discounts/commissions and expenses).
• Selling stockholder (Advantest America, Inc.) sold 3,306,924 shares; Company received no proceeds from that sale.
• Representative underwriter: Morgan Stanley & Co. LLC; legal opinion on share validity provided by Latham & Watkins LLP.

Why It Matters This transaction increases PDF Solutions’ cash resources by roughly $85.7M (pre-fees), which can support operations, investment or balance-sheet needs. The issuance of nearly 1.95M new shares will dilute existing shareholders’ ownership percentage. The separate sale by Advantest increases publicly tradable shares but did not provide proceeds to the Company. Investors should note the dilution and the capital raise when assessing near-term capital position and per‑share metrics.