PDF SOLUTIONS INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared by PDF Solutions, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to the Quarterly Report on Form10‑Q and Article10 of Regulation S-X. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The interim unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary (consisting only of normal recurring adjustments) to present a fair statement of results for the interim periods presented. The operating results for any interim period arenot necessarily indicative of the results that* maybe expected for other interim periods or the full fiscal year. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form10‑K* for the year ended* December 31, 2024*, filed with the SEC on* February 27, 2025.*

The interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after the elimination of all intercompany balances and transactions.

The condensed consolidated balance sheet as of* December 31, 2024* has been derived from the audited consolidated financial statements but doesnot include all disclosures required by accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these condensed consolidated financial statements include revenue recognition, the estimated useful lives of property and equipment and intangible assets, fair value of convertible note receivable, assumptions made in analysis of allowance for credit losses, impairment of goodwill and long-lived assets, realization of deferred tax assets (“DTAs”), and accounting for lease obligations, stock-based compensation expense, and income tax uncertainties and contingencies. Actual results could differ from those estimates and* may*result in material effects on the Company’s operating results and financial position.

Reclassification of Prior Period Amount

Certain immaterial prior period amounts on the condensed consolidated balance sheet, condensed consolidated statements of stockholders' equity, and condensed consolidated statements of cash flows have been reclassified to conform with current period presentation.

Recent Accounting Standards

In* December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures*. This ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after* December 15, 2024.Entities are permitted to early adopt the standard for “annual financial statements that havenot* yet been issued or made available for issuance.” This ASU* may*be applied either prospectively or retrospectively. The Company will adopt this ASU on a prospective basis. The Company is currently evaluating the impact of the new standard on the consolidated financial statements and related disclosures.

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In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement–* Reporting Comprehensive Income*–* Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses*. This ASU requires the disaggregation of certain expenses in the notes to the consolidated financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. Additionally, in* January 2025,FASB issued ASU**2025-01*,* Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic220-40): Clarifying the Effective Date* to clarify the effective date of ASU2024-03. This ASU is effective for annual periods beginning after* December 15, 2026and for interim periods within annual reporting periods beginning after December 15, 2027,*with early adoption permitted. The Company is currently evaluating the impact of the new standard on the consolidated financial statements and related disclosures.

In* July 2025,the FASB issued ASU2025*-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. The ASU is effective for annual periods beginning after* December 15, 2025,*and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of the adoption and the impact of the new standard on the consolidated financial statements and related disclosures.

In* September 2025,the FASB issued ASU2025*-06*, Intangibles*–* Goodwill and Other– **Internal-Use Software (Subtopic350-40),related to accounting for internal-use software costs. The amendments in this ASU improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This update is effective for annual periods beginning after December 15, 2027,*including interim periods within those fiscal years, though early adoption is permitted. The Company is currently evaluating the effects of the new standard on the consolidated financial statements and related disclosures.

Management has reviewed other recently issued accounting pronouncements issued or proposed by the FASB and doesnot believe any of these accounting pronouncements has had or will have a material impact on the condensed consolidated financial statements.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company derives revenue fromtwo sources: Analytics and Integrated Yield Ramp.

The Company recognizes revenue in accordance with FASB Accounting Standards Codification (“ASC”) Topic606, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC606”). ASC606 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those promised products or services.

The Company determines revenue recognition through the followingfive steps:

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectibility of consideration is probable.

Contracts with Multiple Performance Obligations

The Company enters into contracts that can include various combinations of licenses, products and services, some of which are distinct and are accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the standalone selling price (“SSP”).

Analytics Revenue

Analytics revenue is derived from the following primary offerings: licenses and services for on-premise software (which is primarily Exensio® and Cimetrix® products, and includes some secureWISE® products), software-as-a-service (“SaaS”) (which is primarily Exensio products, and includes some secureWISE products and services), and Design-for-Inspection™ (or DFI™) systems and Characterization Vehicle® (or CV®) systems that donot include performance incentives based on customers’ yield achievement.

Revenue from on-premise software is recognized depending on whether the license is perpetual or time-based. Perpetual (one-time charge) license software is recognized at the time of the inception of the arrangement when control transfers to the customers if the software license is considered as a separate performance obligation from the services offered by the Company. Revenue from post-contract support is recognized over the contract term on a straight-line basis, because the Company is providing (i) support and (ii) unspecified software updates on a when-and-if available basis over the contract term. Revenue from time-based-licensed software is allocated to each performance obligation and is recognized either at a point in time or over time as follows. The license component is recognized at the time when control transfers to customers, with the post-contract support component recognized ratably over the committed term of the contract. For contracts with any combination of licenses, support, and other services, distinct performance obligations are accounted for separately. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the SSP attributed to each performance obligation.

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Revenue from SaaS arrangements, which allow for the use of a software product or service over a contractually determined period of time without the customer taking possession of the software, e.g., cloud-based or via a network of secureWISE servers, is accounted for as a subscription and is recognized as revenue ratably, on a straight-line basis, over the subscription period beginning on the date the service isfirst made available to customers. For contracts with any combination of SaaS and related services, distinct performance obligations are accounted for separately. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the SSP attributed to each performance obligation.

Revenue from DFI systems and CV systems (including Characterization services) that donot include performance incentives based on customers’ yield achievement is recognized primarily as services are performed. Where there are distinct performance obligations, the Company allocates revenue to all deliverables based on their SSPs. For those contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the SSP attributed to each performance obligation. Where there arenot discrete performance obligations, historically, revenue is primarily recognized as services are performed using a percentage of completion method based on costs or labor-hours inputs, whichever is the most appropriate measure of the progress towards completion of the contract. The estimation of percentage of completion method is complex and subject to many variables that require significant judgment. Please refer to the “Significant Judgments” section of this Note for further discussion.

The Company also leases some of its DFI system and CV system assets to some customers. The Company determines the existence of a lease when the customer controls the use of these identified assets for a period of time defined in the lease agreement and classifies such leases as operating leases or sales-type leases. A lease is classified as a sales-type lease if it meets certain criteria under ASC Topic842, Leases; otherwise, it is classified as an operating lease. Operating lease revenue is recognized on a straight-line basis over the lease term. Sales-type lease revenue and corresponding lease receivables are recognized at lease commencement based on the present value of the future lease payments, and related interest income on lease receivable is recognized over the lease term and are recorded under Analytics revenue in the condensed consolidated statements of comprehensive income (loss). Payments under sales-type leases are discounted using the interest rate implicit in the lease. When the Company’s leases are embedded in contracts with customers that include non-lease performance obligations, the Company allocates consideration in the contract between lease and non-lease components based on their relative SSPs. Assets subject to operating leases remain in property and equipment and continue to be depreciated. Assets subject to sales-type leases are derecognized from property and equipment, net at lease commencement and a net investment in the lease asset is recognized in prepaid expenses and other current assets and other non-current assets in the condensed consolidated balance sheets.

The Company generates revenue from the sale of DFI system products. Revenue is recognized at a point in time when the Company’s performance obligations have been completed, and the customer has accepted the product.

Integrated Yield Ramp Revenue

Integrated Yield Ramp revenue is comprised of all fees from the Company’s contracts that include any performance incentives based on customers’ yield achievement.

Fixed fees under these project-based contracts, which are delivered over a specific period of time and typically paid on a set schedule, are recognized as services are performed using a percentage of completion method based on costs or labor-hours inputs, whichever is the most appropriate measure of the progress towards completion of the contract. Where there are distinct performance obligations, the Company allocates revenue to all deliverables based on their SSPs and allocates the transaction price of the contract to each performance obligation on a relative basis using the SSP. Similar to the services provided in connection with DFI systems and CV systems that are contributing to Analytics revenue, due to the nature of the work performed in these arrangements, the estimation of percentage of completion method is complex and subject to many variables that require significant judgment. Please refer to the “Significant Judgments” section of this Note for further discussion.

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Variable fees contained in Integrated Yield Ramp contracts that relate to continued usage of the Company’s intellectual property after the fixed-fee service period ends depend on a customer’s yield achievement (which the Company refers to as “Gainshare fees”) and are generally subsequent to the delivery of all contractual services and performance obligations. The Company typically recognizes Gainshare as a usage-based royalty derived from customers’ usage of intellectual property in the same period in which the usage occurs.

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers into the timing of the transfer of goods and services and the geographical regions. The Company determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s performance obligations are satisfied either over time or at a point-in-time. The following table represents a disaggregation of revenue percentage by timing of revenue:

International revenues accounted for approximately 47% and 55% of the Company’s total revenues during thethree months ended* September 30, 2025and2024*, respectively, and approximately 57% and 55% of the Company’s total revenues during thenine months ended* September 30, 2025and2024*, respectively. See Note10, Customer and Geographic Information.

Significant Judgments

Judgments and estimates are required under ASC606. Due to the complexity of certain contracts, the actual revenue recognition treatment required under ASC606 for the Company’s arrangements* maybe dependent on contract-specific terms and may*vary in some instances.

For revenue under project-based contracts for fixed-price services, revenue is recognized as services are performed using a percentage-of-completion method based on costs or labor-hours input method, whichever is the most appropriate measure of the progress towards completion of the contract. Due to the nature of the work performed in these arrangements, the estimation of percentage of completion method is complex, subject to many variables and requires significant judgment. Key factors reviewed by the Company to estimate costs to complete each contract are future labor and product costs and expected productivity efficiencies. If circumstances arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made. These revisions* may*result in increases or decreases in estimated revenues or costs, and such revisions are reflected in revenue on a cumulative catch-up basis in the period in which the circumstances that gave rise to the revision become known.

The Company’s contracts with customers often include promises to transfer products, software licenses and provide services, including professional services, technical support services, and rights to unspecified updates to a customer. Determining whether licenses and services are distinct performance obligations that should be accounted for separately, ornot distinct and thus accounted for together, requires significant judgment. The Company is required to estimate the range of the SSPs for each performance obligation and in instances where the SSP isnot directly observable because the Company doesnot license the software or sell the service separately, the Company determines the SSP using information that* may*include market conditions and other observable inputs.

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The Company is required to recognize Gainshare revenue in the same period in which the usage occurs. Because the Company generally doesnot receive the acknowledgment reports from its customers during a given quarter within the time frame necessary to adequately review the reports and include the actual amounts in quarterly results for such quarter, the Company accrues the related revenue based on estimates of customers underlying sales achievement. The Company’s estimation process can be based on historical data, trends, seasonality, changes in the contract rate, knowledge of the changes in the industry and changes in the customer’s manufacturing environment learned through discussions with customers and sales personnel. As a result of accruing revenue for the quarter based on such estimates, adjustments will be required in the following quarter to true-up revenue to the actual amounts reported.

Contract Balances

The Company performs its obligations under a contract with a customer primarily by licensing software or providing services in exchange for consideration from the customer. The timing of the Company’s performance often differs from the timing of the customer’s payment, which results in the recognition of a receivable, a contract asset or a contract liability.

The Company classifies the right to consideration in exchange for software or services transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional, as compared to a contract asset, which is a right to consideration that is conditional upon factors other than the passage of time. The majority of the Company’s contract assets represent unbilled amounts related to fixed-price service contracts when the revenue recognized exceeds the amount billed to the customer.

The contract assets are recorded on a net basis with deferred revenue (i.e., contract liabilities) at the contract level. The contract assets were as follows (in thousands):

The Company didnot record any asset impairment charges related to contract assets for the periods presented.

Deferred revenues and billings in excess of recognized revenues consist substantially of amounts invoiced in advance of revenue recognition and are recognized as the revenue recognition criteria are met. Deferred revenues that will be recognized during the succeedingtwelve-month period are recorded as current deferred revenues and the remaining portion is recorded in other non-current liabilities in the condensed consolidated balance sheets.

Deferred revenues were as follows (in thousands):

Additional information related to deferred revenue were as follows (in thousands):

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As of* September 30, 2025*, the aggregate amount of the transaction prices allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied was approximately $292.0 million. Given the applicable contract terms with customers, more than half of this amount is expected to be recognized as revenue over the nexttwo years with the remainder to be recognized thereafter. This amount doesnot include insignificant contracts to which the customer isnot committed, nor significant contracts for which the Company recognizes revenue equal to the amount the Company has the right to invoice for services performed, or future sales-based or usage-based royalty payments in exchange for a license of intellectual property. This amount is subject to change due to future revaluations of variable consideration, terminations, other contract modifications, or currency adjustments. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to the scope, change in timing of delivery of products and services, or contract modifications.

The adjustment to revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods was a decrease of $1.0 million and a decrease of $0.7 million during thethree months ended* September 30, 2025and2024*, respectively, and an increase of $0.2 million and a decrease of $1.4 million during thenine months ended* September 30, 2025and2024*, respectively. These amounts primarily represent changes in estimated percentage-of-completion based contracts and changes in actual versus estimated Gainshare.

Costs to Obtain or Fulfill a Contract

The Company capitalizes the incremental costs to obtain or fulfill a contract with a customer, including direct sales commissions and related fees, when it expects to recover those costs. Amortization expense related to these capitalized costs is recognized over the period associated with the revenue from which the cost was incurred.

Total capitalized direct sales commission costs and related fees were as follows (in thousands):

Amortization of capitalized direct sales commission costs were as follows (in thousands):

There wasno impairment loss in relation to the costs capitalized for the periods presented.

Practical Expedient

The Company doesnot adjust the transaction price for the effects of a significant financing component when the period between the transfers of the promised good or service to the customer and payment for that good or service by the customer is expected to beone year or less. The Company assessed each of its revenue generating arrangements in order to determine whether a significant financing component exists, and determined its contracts didnot include a material significant financing component during thenine months ended* September 30, 2025and2024*.

3. BALANCE SHEET COMPONENTS

Accounts Receivable

Accounts receivable include amounts that are unbilled at the end of the period that are expected to be billed and collected within a12‑month period. Unbilled accounts receivable, included in accounts receivable, totaled $39.8 million and $23.0 million as of* September 30, 2025*, and* December 31, 2024*, respectively. Unbilled accounts receivable that arenot expected to be billed and collected during the succeeding12‑month period are recorded in other non-current assets and totaled $10.6 million and $9.0 million as of* September 30, 2025*, and* December 31, 2024*, respectively.

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The Company performs ongoing credit evaluations of its customers’ financial condition. An allowance for credit losses is maintained for probable credit losses based upon the Company’s assessment of the expected collectibility of the accounts receivable. The allowance for credit losses is reviewed on a quarterly basis to assess the adequacy of the allowance. The allowance for credit losses was $0.9 million as of* September 30, 2025* and* December 31, 2024*.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):

Property and Equipment

Property and equipment, net consist of the following (in thousands):

Test equipment mainly includes DFI™ system and CV® system assets at customer sites that are contributing to revenue. Property and equipment in progress represent mainly the development or construction of property and equipment that havenot yet been placed in service for the Company’s intended use and arenot depreciated.

Depreciation and amortization expense was $1.1 million and $0.8 million for thethree months ended* September 30, 2025and2024*, respectively, and $2.6 million and $2.9 million for thenine months ended* September 30, 2025and2024*, respectively.

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Goodwill and Intangible Assets, Net

The changes in goodwill were as follows (in thousands):

Intangible assets, net, consisted of the following (in thousands):

The weighted average amortization period for acquired identifiable intangible assets was 8.8 years as of* September 30, 2025*. The amortization expense related to intangible assets were as follows (in thousands):

The estimated future amortization of acquired identifiable intangible assets were as follows (in thousands):

There wasno impairment charges for goodwill and intangible assets during thethree andnine months ended* September 30, 2025and2024*.

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Other Non-current Assets

Other non-current assets consisted of the following (in thousands):

Maturities of leases payments under sales-type leases as of* September 30, 2025*, were as follows (in thousands):

There wasno allowance for credit losses on lease receivables as of* September 30, 2025*, and* December 31, 2024*. The Company’s ongoing risk management strategy for residual assets includes performing regular reviews of estimated residual values.

Accrued and other current liabilities

Accrued and other current liabilities consisted of the following (in thousands):

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4. LEASES

The Company leases administrative and sales offices and certain equipment under non-cancellable operating leases, which contain various renewal or termination options and, in some cases, require payment of common area costs, taxes and utilities. These operating leases expire at various dates through2031. The Company hadno leases that were classified as a financing lease as of* September 30, 2025*, and* December 31, 2024*.

Lease expense was comprised of the following (in thousands):

Supplemental condensed consolidated balance sheets information related to operating leases was as follows:

Maturities of operating lease liabilities as of* September 30, 2025*, were as follows (in thousands):

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5. DEBT

Debt as of* September 30, 2025*, consisted of (in thousands):

On* March 7, 2025,the Company entered into a Credit Agreement (the “Credit Agreement”) with the lenders who are party to the Credit Agreement and the lenders who may*become a party to the Credit Agreement pursuant to the terms thereof (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent to the Lenders (the “Agent”).

The Credit Agreement provides for (a) a revolving credit facility in an aggregate principal amount of $45.0 million (the “Revolving Credit Facility”) and (b) a term loan facility in an aggregate principal amount of $25.0 million (the “Term Loan” and together with the Revolving Credit Facility, the “Credit Facilities”).

The principal of the Revolving Credit Facility is due as a balloon payment of $45.0 million in* March 2030.The principal of the Term Loan is due in the amount of $0.6 million quarterly and a balloon payment of $13.1 million in March 2030.*

Borrowings under the Credit Facilities will accrue interest at rates equal, at the Company’s election, to (i) the alternate base rate, which is defined as the highest of (a) the federal funds effective rate in effect from time to time plus 0.50%, (b) the prime commercial lending rate in effect from time to time, and (c) the daily simple secured overnight financing rate (“SOFR”) plus 1.00% or (ii) SOFR, plus, in each case, the applicable margin. The applicable margin for the Revolving Credit Facility borrowings bearing interest at the alternate base rate ranges from 1.00% to 1.75%, and the applicable margin for Revolving Credit Facility borrowings bearing interest based on the SOFR ranges from 2.00% to 2.75%, in each case, based on the Company’s consolidated total net leverage ratio as of the most recently ended fiscal quarter. The applicable margin for Term Loan borrowings bearing interest at the alternate base rate ranges from 1.00% to 1.75%, and the applicable margin for Term Loan borrowings bearing interest based on the SOFR ranges from 2.00% to 2.75%, in each case, based on the Company’s consolidated total net leverage ratio as of the most recently ended fiscal quarter. The Company will pay an annual commitment fee during the term of the Credit Agreement at a rate per annum equal to 0.50% for any undrawn portion of the Revolving Credit Facility.

The Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants. Negative covenants include, among others, restrictions on the incurrence of debt, the incurrence of liens, the making of investments and distributions, dividends, and stock buy-backs. In addition, the Credit Agreement requires that the Company maintain a consolidated total net leverage ratio ofnot greater than 3.00 to1.00, and a consolidated fixed charge coverage ratio ofnot less than 1.25 to1.00. As of* September 30, 2025*, the Company was in compliance with the covenants contained in the Credit Agreement.

The Credit Agreement contains customary events of default. Upon the occurrence and during the continuance of an event of default, the Agent* may*declare the outstanding advances and all other obligations under the Credit Agreement immediately due and payable.

The obligations under the Credit Agreement are guaranteed by all present and future material domestic subsidiaries of the Company (collectively with the Company referred to herein as the “Credit Parties”), subject to customary exceptions, and are secured by the equity interests of the Credit Parties (other than the Company) and substantially all of the personal property owned by the Credit Parties, including65% of the equity interests of certain foreign subsidiaries owned by the Credit Parties.

The Company used the amounts borrowed under the Credit Facilities to finance, in part, the purchase price paid for the acquisition of SecureWise (see Note14, Business Combination).

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Future Payments on Total Debt

As of* September 30, 2025*, the estimated future principal payments of the total long-term debt were as follows (in thousands):

6. STOCKHOLDERS’** EQUITY**

Stock Repurchase Program

On* April 11, 2022,the Board of Directors adopted a stock repurchase program (the“2022* Program”) to repurchase up to $35.0 million of the Company’s common stock both on the open market and in privately negotiated transactions, including through Rule10b5-1 plans, from time to time, over the nexttwo years from the adoption date. During thenine months ended* September 30, 2024,201,561 shares were repurchased by the Company under the2022* Program at an average price of $34.23 per share for an aggregate total price of $6.9 million. In total, the Company repurchased 937,501 shares under the2022 Program at an average price of $25.96 per share for an aggregate total price of $24.3 million. The2022 Program expired on* April 11, 2024.*

On* April 15, 2024,the Board of Directors adopted a new stock repurchase program (the“2024* Program”) to repurchase up to $40.0 million of the Company’s common stock both on the open market and in privately negotiated transactions, including through Rule10b5-1 plans, from time to time, over the nexttwo years from the adoption date. During thenine months ended* September 30, 2025,12,500 shares were repurchased by the Company under the2024* Program at an average price of $19.55 per share for an aggregate total price of $0.2 million. During thenine months ended* September 30, 2024,the Company didnot repurchase any shares under the2024* Program. As of* September 30, 2025*, approximately $39.8 million remained available under the2024 Program authorization.

7. EMPLOYEE BENEFIT PLANS

Employee Stock Purchase Plan

On* June 15, 2021,the Company’s stockholders initially approved the2021* Employee Stock Purchase Plan, which has been amended and restated by the Board of Directors and approved by the Company’s stockholders since then (as amended through the date of this report, the*“2021* Purchase Plan”).

Under the2021 Purchase Plan, eligible employees can contribute up to 10% of their compensation, as defined in the2021 Purchase Plan, towards the purchase of shares of PDF common stock at a price of 85% of the lower of the fair market value at the beginning of the offering period or the end of the purchase period. The2021 Purchase Plan commenced on* August 1, 2021,and provided fortwenty-four-month offering periods withfour six*-month purchase periods in each offering period.

The Company estimated the fair value of purchase rights granted under the2021 Purchase Plan during the period using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions, resulting in the following weighted average fair values:

During thenine months ended* September 30, 2025and2024*, a total of 197,414 shares and 81,974 shares, respectively, were issued under the2021 Purchase Plan, at a weighted average purchase price of $21.08 per share and $26.31 per share, respectively. As of* September 30, 2025*, unrecognized compensation cost related to the2021 Purchase Plan was $3.2 million, which is expected to be recognized over a weighted average period of 1.8 years.

As of* September 30, 2025*,641,067 shares were available for future issuance under the2021 Purchase Plan.

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Stock Incentive Plan

On* November16,* 2011, the Company’s stockholders initially approved the2011 Stock Incentive Plan, which has been amended and restated by the Board of Directors and approved by the Company’s stockholders a number of times since then (as amended through the date of this report, the*“2011* Plan”). Under the2011 Plan, the Company* mayaward stock options, stock appreciation rights (“SARs”), stock grants or stock units covering shares of the Company’s common stock to employees, directors, non-employee directors and contractors. The aggregate number of shares reserved for awards under the2011* Plan is 15.9 million shares, plus up to 3.5 million shares previously issued under the2001 Stock Plan adopted by the Company in2001, which expired in2011 (the*“2001* Plan”) that are either (i) forfeited or (ii) repurchased by the Company or are shares subject to awards previously issued under the2001 Plan that expire or that terminate without having been exercised or settled in full on or after* November16,* 2011. In case of awards other than options or SARs, the aggregate number of shares reserved under the2011 Plan will be decreased at a rate of 1.33 shares issued pursuant to such awards. The exercise price for stock options must generally be at pricesno less than the fair market value at the date of grant. Stock options generally expireten years from the date of grant and become vested and exercisable over afour-year period.

As of* September 30, 2025*,15.9 million shares of common stock were reserved to cover stock-based awards under the2011 Plan, of which 3.2 million shares were available for future grant. The number of shares reserved and available under the2011 Plan includes 0.5 million shares that were subject to awards previously made under the2001 Plan and were forfeited, expired, or repurchased by the Company after the adoption of the2011 Plan through* September 30, 2025*. As of* September 30, 2025*, there wereno outstanding awards that had been granted outside of the2011 Plan.

The Company estimated the fair value of share-based awards granted under the2011 Stock Plan during the period using the Black-Scholes-Merton option-pricing model. There wereno stock options granted during thenine months ended* September 30, 2025and2024*.

Stock-Based Compensation

Stock-based compensation is estimated at the grant date based on the award’s fair value and is recognized on a straight-line basis over the vesting periods, generallyfour years*.* Stock-based compensation expense before taxes related to the Company’s stock plan and employee stock purchase plan was allocated as follows (in thousands):

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Stock Award Activities

Restricted stock unit (“RSU”)

Nonvested RSU activities were as follows:

The weighted average grant date fair values of RSUs granted during thenine months ended* September 30, 2025and2024* were $21.85 and $35.42, respectively.

The total fair value of RSUs vested were as follows (in thousands):

As of* September 30, 2025*, there was $49.1 million of total unrecognized compensation cost related RSUs which is expected to be recognized over a weighted average period of 2.8 years. RSUs donot have rights to dividends prior to vesting.

Stock Options

As of* September 30, 2025*, the outstanding stock options totaled 20,761 shares. Total fair value of shares vested during thenine months ended* September 30, 2025* was immaterial. As of* September 30, 2025*, there wasno remaining unrecognized compensation cost related to unvested stock options.

8. INCOME TAXES

Income tax expense decreased by $0.4 million for thenine months ended* September 30, 2025*, to $1.2 million as compared to $1.6 million income tax expense for thenine months ended* September 30, 2024*. The Company’s effective tax rate was 205% for thenine months ended* September 30, 2025*, compared to 31% for thenine months ended* September 30, 2024*. The increase was primarily due to changes in the foreign, federal and state taxes and year-to-date recognition of worldwide pre-tax income (loss) in relation to their forecasted amounts for the full year. The Company’s provision for income taxes for thenine months ended* September 30, 2025*, was primarily attributable to state and foreign taxes.

The Company’s total amount of unrecognized tax benefits, excluding interest, as of* September 30, 2025*, was $17.0 million, of which $2.3 million, if recognized, would affect the Company’s effective tax rate. The Company’s total amount of unrecognized tax benefits, excluding interest, as of* December 31, 2024*, was $16.6 million, of which $2.1 million, if recognized, would affect the Company’s effective tax rate. As of* September 30, 2025*, the Company has recorded unrecognized tax benefits of $2.9 million, including interest of $0.6 million, as long-term taxes payable in the condensed consolidated balance sheets. The remaining $14.7 million has been recorded within the Company’s DTAs, which is subject to a full valuation allowance.

The valuation allowance was approximately $67.9 million as of* September 30, 2025*, and* December 31, 2024*, which was related to U.S. net federal and state DTAs. The worldwide net DTAs balance were immaterial as of* September 30, 2025*, and* December 31, 2024*.

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The Company conducts business globally and, as a result, files numerous consolidated and separate income tax returns in the U.S. federal and various state and foreign jurisdictions. For U.S. federal and California income tax purposes, the statute of limitations currently remains open for the tax years ended2021 to present and2020 to present, respectively. In addition, all of the net operating loss and research and development credit carryforwards that* maybe utilized in future years maybe subject to federal and state examination. The Company isnot* currently under known income tax examinations in the U.S. or any other of its major foreign subsidiaries’ jurisdictions.

On* July 4, 2025,the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including100%* bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company has completed its initial assessment of the OBBBA corporate tax provisions in thethird quarter of2025. OBBBA contained U.S. corporate tax provisions under which the Company elected to expense U.S. incurred research or experimental expenditures immediately. As a result of the Company’s elections, it anticipates a favorable cash tax benefit of approximately $0.9 million and a reduction to its effective tax rate by approximately 19% in2025.

9. NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period (excluding outstanding stock options, nonvested restricted stock units and shares subject to repurchase). Diluted net income (loss) per share is computed using the weighted average number of common shares outstanding for the period plus the potential effect of dilutive securities which are convertible into common shares (using the treasury stock method), except in cases in which the effect would be anti-dilutive. The following is a reconciliation of the numerators and denominators used in computing basic and diluted net loss per share (in thousands except per share amount):

For thenine months ended* September 30, 2025*, because the Company was in a loss position, diluted net loss per share is the same as basic net loss per share as the inclusion of the potential common shares would have been anti-dilutive.

The following table summarizes the potential shares of common stock that werenot included in the diluted net loss per share calculation above because to do so would be anti-dilutive for the periods indicated (in thousands):

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10. CUSTOMER AND GEOGRAPHIC INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, reviews discrete financial information including total revenues, gross profit, and net income (loss) presented on a consolidated basis for purposes of regularly making operating decisions about allocation of resources and financial performance assessment. Further, the CODM reviews and utilizes functional expenses (costs of revenues, research and development, and selling, general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in the condensed consolidated net income (loss) are amortization of acquired intangible assets, interest expense, interest income and other, net and income tax expense, which are reflected in the condensed consolidated statements of operations and comprehensive income. Accordingly, the Company considers itself asone operating and reporting segment because it doesnot distinguish between markets, specifically the provision of services for differentiated data and analytics solutions to the semiconductor and electronics industries.

The following table presents segment total revenues, costs of revenues, gross profit, income from operations, and net income (loss) for the periods presented (in thousands):

Revenues from an individual customer that are approximately10% or more of the Company’s consolidated total revenues were as follows:

• represents less than10%

Gross accounts receivable balances (including amounts that are unbilled) from individual customers that are approximately10% or more of the Company’s gross accounts receivable balance were as follows:

• represents less than10%

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Revenues from customers by geographic area based on the location of the customers’ work sites were as follows (amounts in thousands):

Long-lived assets, net by geographic area were as follows (in thousands):

(1) Includes assets deployed at customer sites which could be outside the U.S.

11. FAIR VALUE MEASUREMENTS

Fair value is the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The multiple assumptions used to value financial instruments are referred to as inputs, and a hierarchy for inputs used in measuring fair value is established, that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. These inputs are ranked according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value intothree broad levels.

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The Company’s financial assets measured at fair value on a recurring basis and the basis for those measurements were as follows (in thousands):

12. COMMITMENTS AND CONTINGENCIES

Strategic Partnership with Advantest — See Note13, Strategic Partnership Agreement with Advantest and Related Party Transactions, for the discussion about the Company’s commitments under the strategic partnership with Advantest.

Operating Leases — Refer to Note4, Leases, for the discussion about the Company’s lease commitments.

Indemnifications — The Company generally provides a warranty to its customers that its software will perform substantially in accordance with documented specifications typically for a period of90 days following initial delivery of its products. The Company also indemnifies certain customers fromthird-party claims of intellectual property infringement relating to the use of its products. Historically, costs related to these guarantees havenot been significant. The Company is unable to estimate the maximum potential impact of these guarantees on its future results of operations.

The Company’s standard product warranty terms for the sale of its DFI system product generally include post-sales support and repairs or replacement of a product atno additional charge for a contractually agreed period of time. The standard warranty reserve is based on estimated total expected costs to fulfill our warranty obligation based on best available information as of the reporting date. The standard warranty reserve was immaterial as of* September 30, 2025*, and* December 31, 2024*.

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Purchase Obligations — The Company has purchase obligations with certain suppliers for the purchase of goods and services entered into in the ordinary course of business. As of* September 30, 2025*, total outstanding purchase obligations were $39.3 million, the majority of which is due within the next12 months.

Indemnification of Officers and Directors — As permitted by the Delaware General Corporation Law, the Company has included a provision in its certificate of incorporation to eliminate the personal liability of its officers and directors for monetary damages for breach or alleged breach of their fiduciary duties as officers or directors.

In addition, the Bylaws of the Company provide that the Company is required to indemnify its officers and directors even when indemnification would otherwise be discretionary, and the Company is required to advance expenses to its officers and directors as incurred in connection with proceedings against them for which they* maybe indemnified. The Company has entered into indemnification agreements with its officers and directors containing provisions that are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements require the Company to indemnify its officers and directors against liabilities that mayarise by reason of their status or service as officers and directors other than for liabilities arising from willful misconduct of a culpable nature, to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors’ and officers’ insurance if available on reasonable terms. The Company has obtained directors’ and officers’ liability insurance in amounts comparable to other companies of the Company’s size and in the Company’s industry. Since a maximum obligation of the Company isnot* explicitly stated in the Company’s Bylaws or in its indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated.

Legal Proceedings — From time to time, the Company is subject to various claims and legal proceedings that arise in the ordinary course of business. The Company accrues for losses related to litigation when a potential loss is probable, and the loss can be reasonably estimated in accordance with FASB requirements. As of* September 30, 2025*, the Company wasnot party to any material legal proceedings for which a loss was probable or an amount was accrued. From time to time, the Company* mayenter into contingent fee arrangements with external legal firms that may*represent the Company in legal proceedings related to disputes. Contingent legal fees are accrued by the Company when they are probable and reasonably estimable.

On* May 6, 2020,the Company initiated an arbitration proceeding with the Hong Kong International Arbitration Center (the “Tribunal”) against SMIC New Technology Research & Development (Shanghai) Corporation (“SMIC”) due to SMIC’s failure to pay fees due to the Company under a series of contracts. The Company seeks to recover the unpaid fees, a declaration requiring SMIC to pay fees under the contracts in the future (or a lump sum payment to end the contract), and costs associated with bringing the arbitration proceeding. SMIC denies liability and an arbitration hearing was held in February 2023.Final written submissions were submitted by the parties at the end of August 2023,and the parties submitted answers to the Tribunal’s final questions in August 2024.*The Company is awaiting the Tribunal’s decision on a judgment.

13. STRATEGIC PARTNERSHIP AGREEMENT WITH ADVANTEST AND RELATED PARTY TRANSACTIONS

In* July 2020,the Company entered into a long-term strategic partnership with Advantest Corporation through its wholly-owned subsidiary, Advantest America, Inc. (collectively referred to herein as “Advantest”), which includes: (i) a Securities Purchase Agreement wherein the Company issued and sold to Advantest America, Inc., an aggregate of 3,306,924 shares of its common stock, for aggregate gross proceeds of $65.2 million; (ii) a significant agreement for its assistance in development of cloud-based applications for Advantest tools that leverages our Exensio analytics software; (iii) a commercial agreement providing for the license tothird* parties of solutions that result from the development work that combine Advantest’s testing applications and our Exensio platform; and (iv) a 5-year cloud-based subscription that expired in* July 2025*for Exensio analytics software and related services.

Analytics revenue recognized from Advantest was $1.4 million and $3.3 million during thethree months ended* September 30, 2025and2024*, respectively, and $8.5 million and $9.2 million during thenine months ended* September 30, 2025and2024*, respectively. Accounts receivable from Advantest werenot material as of* September 30, 2025*, and* December 31, 2024*. Deferred revenue amounted to $1.0 million and $8.3 million as of* September 30, 2025*, and* December 31, 2024*, respectively.

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14. BUSINESS COMBINATION

On* February 19, 2025,*the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Telit IOT Solutions Inc., a Delaware corporation (the “Seller”), and SecureWise, pursuant to which the Company agreed to acquire the Seller’s SecureWise business (the “Business”) by means of a purchase of all of the outstanding equity interests of SecureWise held by the Seller (the “Transaction”).

On* March 7, 2025,*the Company completed the acquisition of the Business from the Seller pursuant to the Purchase Agreement for a cash purchase price of $130.0 million, subject to customary adjustments in respect of indebtedness, transaction expenses, cash and working capital of the Business, in each case, in accordance with the terms of the Purchase Agreement. The Company financed the Transaction using a combination of cash on hand and borrowings under the Credit Facilities.

The Company expects the Transaction to accelerate equipment makers’ ability to derive value from equipment data by enabling them to leverage the Company’s Exensio analytics software and to expand the capability of the Company’s secure data exchange (“DEX”) outsourced semiconductor assembly and test (“OSAT”) network by allowing equipment makers, fab operators, and fabless companies to collaborate to optimize chip manufacturing and test.

The Company accounted for the Transaction as a business combination in accordance with ASC Topic805, Business Combinations. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their respective estimated fair values as of the acquisition date. The Company allocated the purchase price to identifiable assets acquired based on their estimated fair values. The fair value of the consideration transferred and the assets acquired and liabilities assumed was determined by the Company and in doing so management engaged athird-party valuation specialist to assist with the measurement of the fair value of identifiable intangible assets. The estimated fair value of the identifiable assets acquired and liabilities assumed was based on management’s best estimates. The fair value of the customer relationships was determined using the multi-period excess earnings income approach or cost approach. The fair value of trade names and developed technology was determined using the relief-from-royalty method. The fair value of acquired technology was determined using the cost approach. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The goodwill recorded from this acquisition represents business benefits the Company anticipates from the acquired workforce and expectation for expanded sales opportunities to foster further business growth. The goodwill associated with the acquisition is deductible for tax purposes.

The Company expensed all transaction costs in the period in which they were incurred. The total acquisition-related and integration costs related to the acquisition of SecureWise amounted to $5.5 million, of which $4.6 million was recorded in thenine months ended* September 30,*2025, and $0.9 million in thefourth quarter of2024.

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The preliminary allocation of the purchase price for the acquisition of SecureWise, as of the date of the completion of the Transaction, is as follows (in thousands, except amortization period):

The estimated fair value of the accounts receivable acquired approximates the contractual value of $3.0 million.

The Company is still finalizing the allocation of the purchase price to the individual assets acquired. Accordingly, these preliminary estimates are subject to change during the measurement period, which is the period subsequent to the acquisition date during which the acquirer* mayadjust the provisional amounts recognized for a business combination,not to exceedone* year from the acquisition date. The final purchase price allocation, which* may*include changes in the allocations within intangible assets and between intangible assets and goodwill, as well as changes in the estimated useful lives of the intangible assets, will be determined when the Company has completed the detailed review of underlying inputs and assumptions used in its preliminary purchase price allocation.

Pro forma information reflecting the impact of the Transaction hasnot been presented as the Transaction wasnot material to the Company’s financial results.

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