pdfs20251112_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 12, 2025
PDF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
000-31311
(Commission File Number)
| Delaware | 25-1701361 |
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
2858 De La Cruz Boulevard
Santa Clara, CA 95050
(Address of principal executive offices, with zip code)
(408) 280-7900
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.00015 par value | PDFS | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On November 6, 2025, PDF Solutions, Inc. (“PDF Solutions”) filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”). PDF Solutions subsequently discovered that the Form 10-Q contained an error in the Financial Highlights section of Part I., Item 2. The increase in Analytics revenue for the nine-month period ended September 30, 2025 as compared to the nine-month period from the prior year was incorrectly characterized as "partially offset by a decrease in revenues from DFI systems."
The disclosure regarding the increase in PDF Solutions' Analytics revenue for the nine-month period ended September 30, 2025 as compared to the nine-month period from the prior year should have attributed part of the increase to an increase in revenues from DFI systems and stated that the total increase was partially offset by a decrease in revenue from Exensio software licenses.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of PDF Solutions under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PDF SOLUTIONS, INC. (Registrant) | ||
| By: | /s/ Adnan Raza | |
| Adnan Raza | ||
| EVP, Finance, and Chief Financial Officer (principal financial and accounting officer) | ||
Dated: November 12, 2025