PDF SOLUTIONS INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our “disclosure controls and procedures” as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e) as of December 31, 2025, in connection with the filing of this Annual Report on Form 10‑K. Based on that evaluation, as of December 31, 2025, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, for the Company. Our management, with the participation of our principal executive officer and principal financial and accounting officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. This evaluation was based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by BPM LLP, the Company's independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K. On March 7, 2025, we completed the acquisition of SecureWise, which is operated under its own set of internal controls. We are currently integrating this acquisition into our control environment. In executing this integration, we are analyzing, evaluating and, where appropriate, making changes in controls and procedures in a manner commensurate with the size, complexity and scale of operations subsequent to the acquisition. We expect to complete the SecureWise integration in fiscal year 2026. SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of the acquisition. Accordingly, management has not assessed SecureWise internal control over financial reporting as of December 31, 2025. Changes in Internal Control over Financial Reporting Other than as described above, there were no changes in internal control over financial reporting during the fourth quarter ended December 31, 2025, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Insider Adoption or Termination of Trading Arrangements During the quarter ended December 31, 2025 , none of our directors or officers informed us of the adoption or termination of a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 89 Table of Contents PART III Pursuant to Paragraph (3) of the General Instructions to Form 10‑K, certain of the information required by Part III of this Annual Report on Form 10‑K is incorporated by reference from our Proxy Statement as set forth below. The Proxy Statement is expected to be filed within 120 days of December 31, 2025. Item 10. Directors, Executive Officers and Corporate Governance. Information with respect to our directors and our Audit Committee appears in our Proxy Statement under “Proposal No. 1 — Election of Class II Directors — Nominees for Class II Directors” and is incorporated herein by reference. Information with respect to our executive officers appears in Part I, Item 1 — “Information about our Executive Officers” of this Annual Report on Form 10‑K. With regard to the information required by this item regarding compliance with Section 16 (a) of the Exchange Act, we will provide disclosure of delinquent Section 16 (a) reports, if any, in our Proxy Statement, and such disclosure, if any, is incorporated herein by reference. Our Board of Directors has adopted a Code of Ethics (“Code of Ethics”), which is applicable to all employees of the Company, including our principal executive officer and our principal financial and accounting officer. Our Code of Ethics is available on our website at www.pdf.com, on the investor relations page. 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. You may also request a copy of our Code of Ethics in writing by sending your request to PDF Solutions, Inc., Attention: Investor Relations, 2858 De La Cruz Blvd., Santa Clara, California 95050. If we make any substantive amendments to our Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our Chief Executive Officer or Chief Financial Officer, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8‑K. Item 11. Executive Compensation. The information required by this item is incorporated herein by reference to the section entitled “Executive Compensation” in our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated herein by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement. Also incorporated by reference is the information in the table under the heading “Equity Compensation Plan Information” in our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated herein by reference to the section entitled “Certain Relationships and Related Transactions” and “Corporate Governance — Director Independence” in our Proxy Statement. Item 14. Principal Accountant Fees and Services. Information with respect to Principal Accountant Fees and Services is incorporated by reference to “Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement. 90 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: (1) Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firms The following documents are included as Part II, Item 8 of this Annual Report on Form 10‑K: Page Reports of BPM LLP, Independent Registered Public Accounting Firm (PCAOB ID: 207 ) 50 Consolidated Balance Sheets as of December 31, 2025 and 2024 53 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023 54 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 55 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 56 Notes to Consolidated Financial Statements 58 (2) Financial Statement Schedules All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Annual Report on Form 10‑K. (3) Exhibits required by Item 601 of Regulation S-K See Item 15(b) below. 91 Table of Contents (b) Exhibits INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date Exhibit Number SEC File Number Provided Herewith 2.01 Equity Purchase Agreement, dated as of February 19, 2025, by and among PDF Solutions, Inc., SecureWise LLC and Telit IOT Solutions Inc. 8-K 2/19/2025 2.1 000-31311 3.01 Third Amended and Restated Certificate of Incorporation of PDF Solutions, Inc., and Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of PDF Solutions, Inc. 10-Q 8/8/2024 3.01 000-31311 3.02 Amended and Restated Bylaws of PDF Solutions, Inc. 8-K 5/1/2019 3.1 000-31311 4.01 Stockholder Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated July 30, 2020 10-Q 11/6/2020 4.2 000-31311 4.02 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 3/1/2022 4.03 000-31311 10.01 Form of Indemnification Agreement between PDF Solutions, Inc. and certain of its senior executive officers and directors* 10-K 3/16/2009 10.17 000-31311 10.02 PDF Solutions, Inc. Second Amended and Restated 2021 Employee Stock Purchase Plan* 8-K 6/23/2025 10.2 000-31311 10.03 PDF Solutions, Inc. Tenth Amended and Restated 2011 Stock Incentive Plan* 8-K 6/23/2025 10.1 000-31311 10.04 Form of Stock Option Agreement (Non-statutory) under PDF Solutions, Inc. 2011 Stock Incentive Plan* 10-K 3/15/2012 10.18 000-31311 10.05 Form of Stock Unit Agreement under PDF Solutions, Inc. 2011 Stock Incentive Plan* 10-K 3/15/2012 10.19 000-31311 10.06 Board of Directors Acceleration Agreement* 10-K 2/27/2024 10.06 000-31311 10.07 Employment offer to Adnan Raza, dated January 23, 2020* 10-K 3/10/2020 10.17 000-31311 92 Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date Exhibit Number SEC File No. Provided Herewith 10.08 Software License and Related Services Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated March 25, 2020 and Amendment No.1 thereto dated July 29, 2020+ 10-Q 11/6/2020 10.1 000-31311 10.09 Amendment #1 to Amendment #1 to Software License and Related Services Agreement by and between PDF Solutions, Inc. and Advantest America, Inc., dated June 5, 2022, by and between PDF Solutions, Inc. and Advantest America, Inc.+ 10-Q 11/10/2022 10.01 000-31311 10.10 Amendment #2 to Amendment #1 to Software License and Related Services Agreement by and between PDF Solutions, Inc. and Advantest America, Inc., signed November 11, 2022, by and between PDF Solutions, Inc. and Advantest America, Inc.+ 10-K 3/1/2023 10.13 000-31311 10.11 Amended and Restated Master Development Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated July 29, 2020+ 10-Q 11/6/2020 10.2 000-31311 10.12 Addendum #1 to Revised 2020 Contract, signed March 17, 2023, by and between PDF Solutions, Inc. and Advantest America, Inc.+ 10-Q 8/8/2023 10.2 000-31311 10.13 Master Commercial Terms and Support Services Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated July 29, 2020+ 10-Q 11/6/2020 10.3 000-31311 10.14 Securities Purchase Agreement by and between PDF Solutions, Inc. and Advantest America, Inc. dated July 29, 2020+ 10-Q 11/6/2020 4.1 000-31311 19.01 Insider Trading and Disclosure Policy, dated February 9, 2026 X 21.01 Subsidiaries of Registrant X 23.01 Consent of BPM LLP, Independent Registered Public Accounting Firm X 93 Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date Exhibit Number SEC File No. Provided Herewith 31.01 Certifications of the principal executive officer and principal financial and accounting officer pursuant to Exchange Act Rules 13a‑14(a) and 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.02 Certifications of the principal executive officer and principal financial and accounting officer pursuant to Exchange Act Rules 13a‑14(a) and 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.01 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† X 32.02 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† X 97.01 Compensation Recovery Policy 10-K 2/27/2024 97.01 000-31311 101 The following consolidated financial statements from the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of December 31, 2025 and 2024, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Indicates management contract or compensatory plan or arrangement. † Furnished, and not filed. + Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10). Item 16. Form 10 ‑ K Summary Not applicable. 94 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PDF SOLUTIONS, INC. By: /s/ John K. Kibarian John K. Kibarian President and Chief Executive Officer (Principal executive officer) By: /s/ Adnan Raza Adnan Raza Executive Vice President, Finance and Chief Financial Officer (Principal financial and accounting officer) Date: February 24, 2026 95 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date Signature Title February 24, 2026 /s/ JOHN K. KIBARIAN Director, President and Chief Executive Officer John K. Kibarian (Principal executive officer) February 24, 2026 /s/ ADNAN RAZA Executive Vice President, Finance and Chief Financial Adnan Raza Officer (Principal financial and accounting officer) February 24, 2026 /s/ JOSEPH R. BRONSON Lead Independent Director Joseph R. Bronson February 24, 2026 s/ CHI-FOON CHAN Director Chi-Foon Chan February 24, 2026 /s/ NANCY ERBA Director Nancy Erba February 24, 2026 /s/ MICHAEL B. GUSTAFSON Director Michael Gustafson February 24, 2026 s/ YE JANE LI Director Ye Jane Li February 24, 2026 s/ KIMON MICHAELS Director Kimon Michaels February 24, 2026 s/ SHUO ZHANG Director Shuo Zhang 96