PDF SOLUTIONS INC

Cimetrix Software*. Our Cimetrix software enables equipment manufacturers in the semiconductor and electronics industries to provide standard interfaces on their products for efficient equipment communication, control, and data collection. This software is designed to deliver the foundational control and connectivity infrastructure that we believe the next generation of smart factories demands. Our Cimetrix software is designed to enable equipment manufacturers to accelerate time-to-market, comply with global standards, and unlock new levels of performance in the evolving landscape of advanced manufacturing. Numerous industry standards have been established for equipment connectivity and control, including the SEMI (Semiconductor Equipment and Materials International) defined SECS (SEMI Equipment Communication Standard), GEM (Generic Equipment Model), GEM300, and EDA (equipment data acquisition) standards. Our Cimetrix software is designed to support these industry standards to enable equipment manufacturers to implement robust, turnkey support for these connectivity and control standards without needing to invest engineering resources to develop their own interfaces to these standards. Manufacturing equipment enabled with Cimetrix-supported interfaces allow for faster and more efficient implementation of smart manufacturing initiatives that depend on the collection and analysis of manufacturing and product data taking into account industry standards. We sell Cimetrix software via perpetual licenses, typically sold as part of a software development kit (“SDK”) that helps equipment manufacturers implement them quickly. We charge a one-time fee per equipment product type for the SDK license and a one-time fee for each piece of equipment shipped that includes the Cimetrix runtime license. We categorize our Cimetrix software into three equipment categories: factory connectivity, factory connectivity testing, and equipment control.

secureWISE System. This system is a remote equipment monitoring and access system designed to provide greater visibility into equipment uptime and utilization to improve health and functionality. Our secureWISE system is architected to deliver secure, end-to-end remote connectivity to equipment over private networks to provide operator visibility into data to drive predictive analytics. Developed in the early 2000s, secureWISE was designed specifically to manage supplier remote connectivity for the semiconductor industry and was built to address the needs of both equipment suppliers and semiconductor manufacturing facilities. Our secureWISE system functions on a “single pane of glass” concept, meaning that potentially dozens of separate connections from different equipment suppliers are replaced with just one connection through secureWISE. This dramatically simplifies network management and security oversight. Similarly, equipment manufacturers benefit by establishing just one connection to secureWISE rather than maintaining separate connections to each client fab. Our secureWISE system consists of proprietary software, dedicated hardware, and a managed network.

Services

Our services are almost always sold together with, or to support, our products. Our experienced professionals have a combination of expertise in our software, hardware, and CV IP products and deep industry knowledge and experience, which enable them to design an appropriate solution, and then deploy and configure it, to address different customer user cases. Our global team of experienced engineers and other technical professionals assist customer organizations in solving their most complex manufacturing and test challenges. Our services can be categorized into the following groups.

Software-as-a-Service. Where a customer wants to take advantage of the lower cost of ownership, centralized data storage, and outsourced physical and software resources, we provide services to make various modules of our software available to our customers via the Internet, using third-party providers, which is generally referred to as SaaS or cloud computing. These services, which we refer to as hosted management services, include set-up and configuration of the cloud environment, system health monitoring, data integration maintenance, integration monitoring, system updates, security, management of the upload/download of our customers’ data stored in the cloud, and license administration. Because our SaaS applications are accessed from a remote server rather than installed on individual machines, it is easier for us to maintain. For example, when we update the remote software, customers’ interfaces are updated. SaaS generally accommodates rapid increases in customers’ usage, while also being designed to provide rapid and largely continuous availability to customers. Our SaaS services can be combined with our other services depending on the customers’ needs, for example, data cleaning and monitoring services.

*Software and Hardware Installation and Configuration, System/Data Integration, and Value Realization.Where a customer *opts for on-premise deployment of our software or systems, we offer services to assist with installation, configuration, and integration with customers’ existing networks and data sources. Our system integration services can also include data cleaning and monitoring services. One requirement of big data analytics is to have clean, harmonized data to analyze. This service offering outsources the data wrangling and management effort to free the customer to focus their efforts on analysis, enabling a greater return on investment to the company than data management. We also provide services to create CV test chips, pdFastTest and eProbe test programs, analysis templates, and other professional services to help customers achieve specific outcomes using our products. Our CV design services are designed to characterize key product and/or process elements into CV test structures. We provide these services, typically together with all elements of our CV system, to foundry customers in connection with new process technology development and/or yield ramp. In Characterization engagements, which sometimes include our DirectScan system, our services generally also include the analysis of the electrical test results generated by our systems and summary findings and recommendations to the customer. We provide application engineering services to design and build recipes for our tool, which involves configuring the tool for the type of product wafer, die size and location, target inspection sites within die, which can include specific DUTs to inspect and their location, as well as the parameters to flag a DUT as an outlier. Our service professionals bring together experience from semiconductor manufacturing and test operations, big data analytics, and AI/ML algorithms to help customers with designing and implementing unique Characterization Vehicle test chips, supporting new product introductions by rapidly identifying root causes of yield detractors, or integrating and aligning manufacturing data from different sources to drive predictive analytics to improve product yield and quality. Our value realization services aim to deliver on the promise of Industry 4.0 by integrating the data generated from sensor-based machines, and connecting them to a big data analytics and machine learning environment that can visualize entire production lines and help take actions that can improve business results.

*Technical Support and Maintenance for Hardware and Software.*We provide standard software maintenance and support (“M&S”) services for our software products, as well technical support and maintenance/repair services for our hardware systems. M&S services include reasonable telephone and email access to our service team who can assist with software error corrections, and product updates on a periodic basis. Our service team covers worldwide customers with three time zones: Pacific, European central, and Taipei standard. For our eProbe tool, such services include technical support services to customers to operate the tool and maintenance and repair or replacement parts on the tool during the warranty period and any contractual service period. These services are primarily provided at the facility where the tool is installed. After the initial warranty period, the availability of engineering support and parts cost depends on the service package level a customer purchases.

Customers

Our existing customers include foundries, IDMs, fabless semiconductor design companies, OSATs, equipment manufacturers, EMS, and ODMs, including those that embed and distribute our software modules in their equipment. Our semiconductor customers’ targeted product segments vary significantly, including microprocessors, memory, graphics, image sensor solutions, and communications. We believe that the adoption of our solutions by such companies for usage in a wide range of products supports the application of our solutions to the broader semiconductor market. We often have multiple contracts with a single customer or customer group, with no interdependent performance obligations. In general, our customer contracts are non-cancellable.

Three customers accounted for an aggregate of 53% of our revenues for 2025, two customers accounted for an aggregate of 31% of our revenues for 2024, and one customer accounted for 35% of our revenues for 2023. No other customers accounted for 10% or more of our revenues in 2025, 2024 and 2023. See the discussion in “Risk Factors” under Item 1A for more information about risks associated with customer concentration and contractual provisions. See Note 13, “Customer and Geographic Information” of the Notes to Consolidated Financial Statements included under Part II, Item 8. Financial Statements and Supplementary Data for additional geographic information.

Sales and Marketing

Our sales strategy is primarily to pursue targeted accounts through a combination of our direct sales force, our service teams, and strategic alliances. After we are engaged by a customer and early in the services process, our engineers seek to establish relationships in the organization and gain an understanding of our customers’ business issues. Our direct sales and service teams combine their efforts to deepen our customer relationships by expanding our penetration across customers’ products, processes, and technologies. This working relationship with each customer has the added benefit of helping us to identify new product areas and technologies in which we should next focus our research and development efforts. From time-to-time, we use sales representatives/agents in various locations to augment direct sales in certain territories.

We are focused on continuing to establish strategic alliances with process licensors, vendors in the electronic design automation software, capital equipment for IC production, and test silicon IP and mask-making software segments to create and take advantage of sales channel and co-marketing opportunities. Additionally, we are focused on continuing to form relationships with key value chain participants, including foundries and OSATs, to provide services and value across the manufacturing supply chain.

Research and Development

Our research and development focuses on developing and introducing new proprietary technologies or enhanced capabilities for our comprehensive platform, including our software and hardware, and new applications targeted to inter-operate with strategic partner products. We use a rapid-prototyping paradigm in the context of customer engagements to achieve these goals. We have made, and expect to continue to make, substantial investments in research and development. The complexity of our technologies requires expertise in standards, physical IC design and layout, transistor design and semiconductor physics, semiconductor process integration, numerical algorithms, e-beam technology, hardware, statistics, networking, security, and software development. We are focused on continuing to advance our market and technological leadership. We conduct in-house training for our engineers in certain technical areas. Our training also extends to focusing on ways to enhance customer service skills. Although it fluctuates, we can have up to one quarter of our research and development engineers assigned to one or more projects, partnered with solution services engineers, in a deliberate strategy to provide direct feedback between technology development and customer needs. We also utilize a variety of skilled independent contractors for specialized development.

Governmental Regulations

We are subject to a variety of federal, state, local and foreign laws and regulations relating to our business and operations, including those related to trade controls, anti-corruption, anti-bribery, data privacy, data protection, use of AI, antitrust, competition, employment, income taxes, and the environment. For additional information regarding risks related to laws and regulations, including existing restrictions imposed by BIS, as well as international operations, see Item 1A, “Risk Factors.”

Trade

A large percentage of our software products are not of U.S. origin and not generally subject to the U.S. Export Administration Regulations (“EAR”) when not located in the U.S. Our standard operations include development, distribution processes, software download sites, and professional service centers and processes located in various geographies around the world to better serve our customers. We are subject to laws and regulations of the United States and other jurisdictions as applicable to operations, products, services, and access by certain foreign nationals in the United States and other locations, including the EAR, other export controls, tariffs, trade protection measures, sanctions, U.S. outbound investment controls with respect to certain countries, and other trade regulations.

The Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce has placed certain entities on and frequently adds entities to the “Entity List,” which restricts supply of items to or in connection with the named entities and impacts our ability to transact business with certain customers. BIS recently extended controls to renewal licenses for certain lawfully delivered products that would have changed status under new regulations and designations, causing us to decline certain renewals. In Fall 2025, BIS extended Entity List restrictions to non-listed foreign companies owned 50% or more by parties subject to the Entity List restrictions. This would extend restrictions to a significant number of companies with respect to items that are subject to the EAR. BIS has suspended this rule until November 2026.

Trade regulations limiting or banning sales into certain countries or to certain companies, including economic and financial sanctions and trade embargoes administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), have impacted our ability to transact business in certain countries and with certain customers. Future trade regulations may also impact our ability to transact business with certain customers and in certain countries and may restrict certain non-U.S. person employees from performing their duties for us without first obtaining appropriate authorization, if their duties involve an export, reexport, or transfer of export-controlled technology.

Anti-corruption and anti-bribery

We are subject to laws and regulations in the United States and other jurisdictions as applicable concerning anti-corruption and anti-bribery, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, which prohibit corrupt payments to governmental officials and bribes to other persons.

Data privacy and data protection

We are subject to laws and regulations in the United States and other jurisdictions governing data privacy and data protection. This includes laws in locations where we have operations and customers, such as Japan, China, and the EU/UK, which regulate our collection, handling, and use of personal information. These laws and regulations to which we are subject are complex and may change or develop over time, sometimes with limited or no advance notice. Developments or other changes in laws or regulations or how they are interpreted or enforced have had, and may continue to have, a negative impact on our business and increase our compliance-related expenditures.

Artificial intelligence

The AI, including machine learning and automated decision-making technologies (“AI Technologies”), that we use in our operations or for software development or build into our software products is subject to various state, federal, and international laws and regulations, which continue to evolve. Existing legal regimes (e.g., relating to data privacy) continue to regulate certain aspects of AI Technologies, and new laws regulating AI Technologies continue to be enacted around the world. As of 2025, U.S. federal and state approaches remain fragmented, with varying definitions, scopes, and enforcement mechanisms. While several measures have focused initially on consumer‑facing or public‑sector applications, their underlying concepts—such as accountability, transparency, and human oversight—may have broader implications across commercial and industrial uses of AI. In the EU, the focus during 2025 shifted from legislative adoption to implementation. Other jurisdictions continue to advance AI‑specific regulatory frameworks with varying approaches: from prescriptive, enforceable controls in China, to framework‑level statutes in Japan and Taiwan (with Japan emphasizing voluntary, guidance‑led compliance and Taiwan establishing statutory principles for future measures), alongside more formal statutory oversight emerging in South Korea. In sum, these developments together contribute to a fragmented and evolving global regulatory landscape for artificial intelligence that may impact our ability to use, develop, and commercialize AI Technologies in the future.

Competition

We believe that our solutions compare favorably with respect to competition because we have demonstrated results and reputation, strong core technology, ability to create innovative technology, and ability to implement solutions for new technology and product generations. Further, we believe IC companies benefit from our combination of big data management infrastructure, AI/ML-based analytics engines, and products that generate and collect differentiated data that enrich the analytics process.

We face competition regarding different elements of our products and services portfolio from the following sources and companies:

See the discussions in “Risk Factors” under Item 1A for more information about risks associated with our competition.

Human Capital Management

We believe that our future success will depend, in part, on our continued ability to hire and retain qualified management, sales, and technical employees. Consequently, we seek to engage in sound ethical and organizational governance, and promote business ethics and integrity. At the Board of Directors level, our Compensation and Human Capital Management Committee is tasked with oversight of the development, implementation and effectiveness of our policies and strategies relating to human capital management, including strategies regarding recruiting, selection, career development and progression, and employment practices.

As of December 31, 2025, we had 600 employees worldwide, including 180 field application engineers, 225 in research and development, 135 in sales and marketing, and 60 in general and administrative functions. Of these employees, 364 are located in the United States and Canada, 197 in Asia, and 39 in Europe. None of our employees are represented by a labor union. Our employees in France and Italy are subject to collective bargaining agreements in those countries.

Information about our Executive Officers

The following table and notes set forth information about our current executive officers as of the date of this Annual Report on Form 10‑K.

John K. Kibarian, Ph.D., one of our founders, has served as President since November 1991 and has served as our Chief Executive Officer since July 2000. Dr. Kibarian has served as a director on our Board of Directors since December 1992. Dr. Kibarian received a B.S. in Electrical Engineering, an M.S. E.C.E. and a Ph.D. E.C.E. from Carnegie Mellon University.

Adnan Raza, joined in January 2020 as Executive Vice President, Finance, and was appointed Chief Financial Officer effective in March 2020. Prior to joining the Company, Mr. Raza served as an independent strategy consultant for private and public companies from July 2019 to January 2020. Prior to that, Mr. Raza served in various roles at Synaptics Inc., a developer of human interface technologies, including as Senior Vice President of Corporate Development from August 2017 to June 2019 and Vice President of Corporate Development from February 2015 to August 2017. Prior roles include technology investment banking at Goldman, Sachs & Co. and UBS Investment Bank, strategic advising at Blackreef Capital, engineering and marketing at Azanda Network Devices, and engineering at Lucent Technologies. Mr. Raza also served as a board member at FIDO Alliance, an alliance of leading technology companies to enhance user security and authentication. Mr. Raza holds a B.S. in Electrical Engineering from Valparaiso University, an M. Eng. in Electrical Engineering from Cornell University, and an M.B.A. from The Wharton School at the University of Pennsylvania.

Kimon W. Michaels, Ph.D., one of our founders, has served as Vice President, Products and Solutions since July 2010 and was designated as an Executive Vice President in February 2019. Dr. Michaels served as Vice President, Design for Manufacturability from June 2007 through June 2010. Prior to that, Dr. Michaels served as Vice President, Field Operations for Manufacturing Process Solutions from January 2006 through May 2007, and has served as a director on our Board of Directors since November 1995. From March 1993 through December 2005, he served in various vice presidential capacities. He also served as Chief Financial Officer of the Company from November 1995 to July 1998. Dr. Michaels received a B.S. in Electrical Engineering, an M.S. E.C.E. and a Ph.D. E.C.E. from Carnegie Mellon University.

Andrzej Strojwas, Ph.D., served as a technical advisor to the Company from our founding until 2021 and as chief technologist from 1997 to 2021. He joined the Company as an employee in July 2021 as Vice President and Technical General Manager, and was appointed Chief Technology Officer effective December 2021. From October 1982 to July 2021, Dr. Strojwas was the Keithley Professor of Electrical and Computer Engineering at Carnegie Mellon University. In addition, Dr. Strojwas has held senior technical positions at Harris Semiconductor Co., AT&T Bell Labs, Texas Instruments, NEC, Hitachi, SEMATECH, and KLA. He holds an M.S. in Electronic Engineering from Warsaw Technical University and a Ph.D. in Electrical Engineering from Carnegie Mellon University.

Available Information

We file or furnish various reports, such as registration statements, periodic and current reports, proxy statements and other materials with the SEC. Our Internet website address is www.pdf.com. You may obtain, free of charge on our website, copies of our Annual Reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The Company’s website address provided is not intended to function as a hyperlink, and the information on the Company’s website is not, and should not be considered, part of this Annual Report on Form 10‑K and is not incorporated by reference herein.

The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically with the SEC.