PDF Solutions Inc. (NASDAQ: PDFS) announced the pricing of an upsized 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 company expects the offering to close on May 15, 2026, subject to customary closing conditions.

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

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

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

The securities are offered under 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 the semiconductor and electronics industry to improve manufacturing yield, quality and operational efficiency. The Santa Clara, California-based company was founded in 1991 and operates across North America, Europe and Asia.