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PDF SOLUTIONS INC

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

PDFS$37.61+9.0%Stored close · as of Nov 6, 2026
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Table of Contents

Page
PART I
Item 1.Business4
Item 1A.Risk Factors16
Item 1B.Unresolved Staff Comments30
Item 1C.Cybersecurity30
Item 2.Properties32
Item 3.Legal Proceedings33
Item 4.Mine Safety Disclosures33
PART II
Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34
Item 6.Reserved35
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations35
Item 7A.Quantitative and Qualitative Disclosures About Market Risk48
Item 8.Financial Statements and Supplementary Data50
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure89
Item 9A.Controls and Procedures89
Item 9B.Other Information89
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections89
PART III
Item 10.Directors, Executive Officers and Corporate Governance90
Item 11.Executive Compensation90
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters90
Item 13.Certain Relationships and Related Transactions, and Director Independence90
Item 14.Principal Accountant Fees and Services90
PART IV
Item 15.Exhibits and Financial Statement Schedules91
Item 16.Form 10‑K Summary94
Signatures95

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10‑K, particularly in Item 1“Business”* and Item* 7“Management’s Discussion and Analysis of Financial Condition and Results of Operations,”* includes forward-looking statements within the meaning of Section* 27A of the Securities Act of 1933, as amended (the“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). These statements include, but are not limited to, statements related to: the Company’s business strategy and objectives; the Company’s**intellectual property and proprietary software, information and technology; the Company’s sales and marketing strategy, expectations regarding strategic alliances and relationships; investments in research and development; industry trends; macroeconomic factors, inventories, and demand; changing export controls and sanctions; U.S. administrative initiatives; investments in semiconductor manufacturing; geopolitical tensions and conflicts; fluctuations in the Company’s quarterly results; and other statements identified by words such as“could,”* “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or similar expressions and the negatives of those terms. These statements are subject to future events, circumstances, uncertainties, and risks that could cause results to differ materially, including risks associated with: the effectiveness of the Company*’s business and technology strategies; semiconductor industry trends and competition; rates of adoption of the Company’s solutions by new and existing customers; project milestones or delays and performance criteria achieved; cost and schedule of new product development and investments in research and development; the continuing impact of macroeconomic conditions, including inflation, changing interest rates and tariffs, the evolving trade regulatory environment and geopolitical tensions, and other trends impacting the semiconductor industry, the Company’s customers, operations, and supply and demand for its products; supply chain disruptions; changes in laws and regulations, including recent tax and data privacy laws and regulations, or the interpretation or enforcement thereof; the success of the Company’s strategic growth opportunities and partnerships; recent and future acquisitions, strategic alliances and relationships and the Company’s ability to successfully integrate acquired businesses and technologies; whether the Company can successfully convert backlog into revenue; customers’* production volumes under contracts that provide Gainshare; the sufficiency of the Company*’s cash resources and anticipated funds from operations; the Company’s ability to obtain additional financing if needed; the Company’s ability to use support and updates for certain open-source software; and other risks and uncertainties discussed in this Annual Report on Form 10‑K, especially those contained in Item 1A of this Annual Report on Form 10‑K. All forward-looking statements and information included herein is given as of the filing date of this Annual Report on Form 10‑K with the Securities and Exchange Commission (“SEC”) and based on information available to us at the time of this report. Unless required by law, we undertake no obligation to update publicly any such forward-looking statements.

The following information should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this Annual Report on Form 10‑K. All references to fiscal year apply to our fiscal year that ends on December 31. All references to“we,”* “us,” “our,” “PDF,” “PDF Solutions” or*“the Company”* refer to PDF Solutions,* Inc.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.