PDF Solutions Inc. (NASDAQ: PDFS) announced the pricing of an underwritten public offering of 4,568,308 shares of common stock at $44.00 per share. The offering consists of 3,306,924 shares sold by Advantest America Inc. and 1,261,384 shares sold by the company.

The offering size increased from the previously announced 3,806,924 shares. The transaction is expected to close on May 15, 2026, subject to customary closing conditions.

PDF Solutions will receive approximately $55.5 million in gross proceeds from its share of the offering, before deducting underwriting discounts and estimated expenses. The company will not receive proceeds from shares sold by Advantest America.

The underwriters received a 30-day option to purchase up to an additional 685,246 shares from PDF Solutions at the public offering price, minus underwriting discounts and commissions.

Morgan Stanley serves as sole active book-running manager for the offering. Wells Fargo Securities, Societe Generale, and Needham & Company act as additional book-running managers. Rosenblatt, D.A. Davidson & Co., and Northland Capital Markets serve as co-managers.

The securities are offered through a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on May 13, 2026, which became effective upon filing.

PDF Solutions provides data solutions for semiconductor and electronics manufacturing organizations. The Santa Clara, California-based company was founded in 1991 and operates across North America, Europe and Asia.