PDFS on Nasdaq

PDF Solutions

American information technology company

PDF Solutions, Inc. is an American multinational software and engineering services company based in Santa Clara, California. The company is listed in the Nasdaq stock exchange under the ticker symbol PDFS.3 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

1992Founded1

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  • TickerPDFS on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersSan Jose1
  • Websitewww.pdf.com
  • Legal formDelaware corporation1
  • Incorporated inDE5
  • Business address2858 De La Cruz Boulevard, Santa Clara, Ca 950505
  • Filer categoryLarge accelerated filer5
  • LEI549300GMSP6MROFBI1604
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O REGISTERED AGENT SOLUTIONS, INC., 19904 Dover, United States4
  • Registered withDivision of Corporations, Department of State, 32593294

PDF Solutions, Inc. is an American multinational software and engineering services company based in Santa Clara, California. The company is listed in the Nasdaq stock exchange under the ticker symbol PDFS.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

72.3%Gross margin8
2.7%Operating margin8
-0.3%Net margin8
22.0%Revenue growth, 20258
-0.2%Return on equity8
0.24×Debt to equity8
-$8.6MFree cash flow8

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Platform brought in 83% of the revenue PDF Solutions broke down this way in fiscal 2025.

  1. Platform$181.0M883%up 15% from 2024
  2. Volume-Based$38.0M817%up 70% from 2024
Products and services by year
Products and services202320242025
Platform$147.5M$157.2M$181.0M
Volume-Based$18.3M$22.3M$38.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue28¢$60.6M
  • Research and development29¢$64.2M
  • Selling, general and admin39¢$84.7M
  • Other costs3¢$5.6M
  • Income tax2¢$3.8M

Out of $219.0M in revenue.8 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending99¢$32.6M
  • Share buybacks1¢$244.0K

Out of $24.1M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.8

Financial statements

Revenue91011128$219.0M in 2025+156% since 2019
0$100.0M$200.0M$300.0M2019: $85.6M$85.6M20192020: $88.0M$88.0M2020+3%2021: $111.1M$111.1M2021+26%2022: $148.5M$148.5M2022+34%2023: $165.8M$165.8M2023+12%2024: $179.5M$179.5M2024+8%2025: $219.0M$219.0M2025+22%
Gross profit128$158.4M in 2025+57% since 2022
0$50.0M$100.0M$150.0M$200.0M2022: $100.6M$100.6M20222023: $114.1M$114.1M2023+13%2024: $125.3M$125.3M2024+10%2025: $158.4M$158.4M2025+26%
Operating income8$5.8M in 2025
-$2.0M0$2.0M$4.0M$6.0M2023: -$151.0K-$151.0K20232024: $935.0K$935.0K20242025: $5.8M$5.8M2025+525%
Net income91011128-$640.0K in 2025−88% since 2019
-$60.0M-$40.0M-$20.0M0$20.0M2019: -$5.4M-$5.4M20192020: -$40.4M-$40.4M2020+645%2021: -$21.5M-$21.5M2021−47%2022: -$3.4M-$3.4M2022−84%2023: $3.1M$3.1M20232024: $4.1M$4.1M2024+31%2025: -$640.0K-$640.0K2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.8

Period ending2025-12-312024-12-312023-12-31
Revenues$219.0M$179.5M$165.8M
Costs of revenues$60.6M$54.1M$51.7M
Research and development$64.2M$53.6M$50.7M
Selling, general, and administrative$84.7M$69.9M$62.2M
Amortization of acquired intangible assets$3.6M$896.0K$1.3M
Income (loss) from operations$5.8M$935.0K-$151.0K
Interest expense-$4.0M$0$0
Interest income and other, net$1.3M$5.6M$5.0M
Income before income tax expense$3.2M$6.6M$4.9M
Income tax expense-$3.8M-$2.5M-$1.8M
Net income (loss)-$640.0K$4.1M$3.1M
Foreign currency translation adjustments, net of tax$1.5M-$1.1M$148.0K
Change in unrealized loss related to available-for-sale debt securities, net of tax-$9.0K-$1.0K$15.0K
Total other comprehensive income (loss)$1.5M-$1.1M$163.0K
Comprehensive income$840.0K$2.9M$3.3M
Basic (in dollars per share)-$0.02$0.11$0.08
Diluted (in dollars per share)-$0.02$0.10$0.08
Basic (in shares)39.3M shares38.6M shares38.0M shares
Diluted (in shares)39.3M shares39.0M shares38.9M shares

Compare PDF Solutions with another company

Corporate structure

PDF Solutions sits at the top of its group. 13 entities, 6 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of PDF Solutions

  • WASATCH ADVISORS LP Filed SCHEDULE 13G on PDF Solutions, latest Oct 9, 2026
  • Advantest Filed SCHEDULE 13G/A on PDF Solutions, latest May 27, 2026
  • NEEDHAM INVESTMENT MANAGEMENT LLC Filed SCHEDULE 13G on PDF Solutions, latest May 14, 2026 (3 filings since Nov 13, 2025)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on PDF Solutions, latest Mar 27, 2026 (4 filings since Feb 10, 2022)
  • John Kachig Kibarian Filed SCHEDULE 13G/A on PDF Solutions, latest Feb 17, 2026 (5 filings since Feb 11, 2022)
  • BlackRock Filed SC 13G/A on PDF Solutions, latest Jan 23, 2024 (3 filings since Jan 28, 2022)
  • Invesco Filed SC 13G/A on PDF Solutions, latest Dec 11, 2023 (3 filings since Feb 10, 2022)
  • Cowen Prime Advisors LLC Filed SC 13G on PDF Solutions, latest Aug 7, 2023 (3 filings since Feb 9, 2022)
  • PRICE T ROWE ASSOCIATES INC /MD/ Filed SC 13G/A on PDF Solutions, latest Feb 14, 2022
  • PDF Solutions Santa Clara, California, United States
    • Cimetrix Incorporated Subsidiary · Nevada, United States
    • Cimetrix International, Inc. Subsidiary · Nevada, United States
    • Cimetrix Software (Shanghai) Co., Ltd. Subsidiary · China
    • PDF Solutions Asia Services, Inc. Subsidiary · Delaware, United States
    • PDF Solutions Canada Ltd. Subsidiary · Canada
    • PDF Solutions International Services, Inc. Subsidiary · Delaware, United States
    • PDF Solutions Italy S.r.l. Subsidiary · Italy
    • PDF Solutions Japan KK Subsidiary · Japan
    • PDF Solutions Pacific Services, Inc. Subsidiary · Delaware, United States
    • PDF Solutions Semiconductor Technology (Shanghai) Co. Ltd. Subsidiary · China
    • PDF Solutions Semiconductor Technology Taiwan Ltd. Subsidiary · Taiwan
    • SecureWise LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What PDF Solutions reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$132.5M8 Dec 31, 2025$95.4M8 Dec 31, 2024+38.8%
Accumulated depreciation$50.9M8 Dec 31, 2025$47.0M8 Dec 31, 2024+8.3%
Property and equipment, net$81.6M8 Dec 31, 2025$48.5M8 Dec 31, 2024+68.4%
Operating-lease assets (leased space)$4.8M8 Dec 31, 2025$4.0M8 Dec 31, 2024+18.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$42.2M8 Dec 31, 2025$90.6M8 Dec 31, 2024−53.4%
Marketable securities, current$08 Dec 31, 2025$24.3M8 Dec 31, 2024−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$95.0M8 Dec 31, 2025$15.0M8 Dec 31, 2024+535.4%
Intangible assets, net (excluding goodwill)$12.3M12 Dec 31, 2024$15.6M12 Dec 31, 2023−21.2%
Finite-lived intangibles, gross$95.8M8 Dec 31, 2025$48.6M8 Dec 31, 2024+97.0%
Accumulated amortization$43.6M8 Dec 31, 2025$36.3M8 Dec 31, 2024+20.0%
Finite-lived intangibles, net$52.2M8 Dec 31, 2025$12.3M8 Dec 31, 2024+324.1%

Properties, in its own words

Our principal executive offices are located in Santa Clara, California, where we lease approximately 20,800 square feet of office space under a lease agreement that expires in August 2028. We also lease additional facilities and offices, including in Milpitas, California; Pittsburgh, Pennsylvania; Richardson, Texas; Salt Lake City, Utah; Deer Park, Illinois; Shanghai, China; Canada; France; Germany; Italy; Japan; South Korea; and Taiwan for local sales, product development and technical support.

We believe our existing and planned facilities and offices are adequate to meet our current needs and are being utilized consistently with our past practice. We consistently look for opportunities to minimize costs related to office space through improved efficiencies and intend to make changes to leased facilities in the future as appropriate to reflect changes in worldwide operations and headcount.

Item 2 of the 10-K filed Feb 24, 2026.16

The story

PDF Solutions was co-founded in 1991 by John Kibarian and Kimon Michaels. Kibarian was appointed CEO in 2000, and in July 2001, the company went public.

From Wikipedia’s article on PDF Solutions, shared under CC BY-SA 4.0.6

Leadership

Who has led PDF Solutions, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (27)

Products and brands

According to PDF Solutions the company currently serves more than 500 clients in 36 countries, including brands like TSMC, Intel, Analog Devices and Qualcomm. Clients come from the fields of foundries, semiconductor design companies and equipment manufacturers.

The company produces software, hardware and semiconductor-based intellectual property (IP) to provide advanced data management and analytics that support the manufacturing and testing of integrated circuits and systems on chips used in electronic devices such as smartphones, computers and the advanced driver assistance systems (ADAS) of modern automobiles.

From Wikipedia’s article on PDF Solutions, shared under CC BY-SA 4.0.6

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cimetrix Incorporated Nevada7
  • Cimetrix International, Inc. Nevada7
  • Cimetrix Software (Shanghai) Co., Ltd. China7
  • PDF Solutions Asia Services, Inc. Delaware7
  • PDF Solutions Canada Ltd. Canada7
  • PDF Solutions GmbH Germany7
  • PDF Solutions International Services, Inc. Delaware7
  • PDF Solutions Italy S.r.l. Italy7
  • PDF Solutions Japan KK Japan7
  • PDF Solutions Pacific Services, Inc. Delaware7
  • PDF Solutions SARL France7
  • PDF Solutions Semiconductor Technology (Shanghai) Co. Ltd. China7
  • PDF Solutions Semiconductor Technology Taiwan Ltd. Taiwan7
  • SecureWise LLC Delaware7

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Acquisitions

In October 2006, PDF Solutions purchased Si Automation for $26.6 million in cash.

In 2019, the company purchased assets from StreamMosaic.

PDF Solutions acquired Cimetrix Incorporated in November 2020. In July 2023, the company acquired Lantern Machinery Analytics.

From Wikipedia’s article on PDF Solutions, shared under CC BY-SA 4.0.6

Timeline

  1. Aug 6, 20268-K Results of operations49
  2. Jun 18, 20268-K Shareholder vote50
  3. May 15, 20268-K Other events51
  4. May 7, 20268-K Results of operations52
  5. Apr 24, 20268-K Entered a material agreement; New debt or obligation53
  6. Feb 12, 20268-K Results of operations54
  7. Nov 13, 20258-K Regulation FD disclosure55
  8. Nov 6, 20258-K Results of operations56
  9. Aug 7, 20258-K Results of operations57
  10. Jun 23, 20258-K Shareholder vote58
  11. May 8, 20258-K Results of operations59
  12. Mar 7, 20258-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation60
  13. Jan 5, 2006New chief executive John Kachig Kibarian becomes CEO17
  14. 1992Founded Founded1

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.09 a share, on Nov 6, 2025.61

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results49
  2. May 7, 2026Reported quarterly or annual results52
  3. Feb 12, 2026Reported quarterly or annual results54
  4. Nov 6, 2025Reported quarterly or annual results56
  5. Aug 7, 2025Reported quarterly or annual results57
  6. May 8, 2025Reported quarterly or annual results59
  7. Feb 13, 2025Reported quarterly or annual results62
  8. Nov 7, 2024Reported quarterly or annual results63

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

237 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 33 major events, 120 insider forms, 24 large holders, 40 other. The latest 20:

  1. Oct 9, 2026SCHEDULE 13G EDGAR
  2. Sep 1, 20264 EDGAR
  3. Aug 31, 2026144 EDGAR
  4. Aug 12, 2026144 EDGAR
  5. Aug 12, 20264 EDGAR
  6. Aug 6, 2026S-8 EDGAR
  7. Aug 6, 202610-Q EDGAR
  8. Aug 6, 20268-K EDGAR
  9. Jul 2, 20264 EDGAR
  10. Jul 2, 20264 EDGAR
  11. Jul 2, 20264 EDGAR
  12. Jul 2, 20264 EDGAR
  13. Jul 2, 20264 EDGAR
  14. Jul 2, 20264 EDGAR
  15. Jul 2, 20264 EDGAR
  16. Jul 2, 20264 FORM 4 - RAZA EDGAR
  17. Jun 18, 20268-K EDGAR
  18. May 29, 2026SD EDGAR
  19. May 27, 2026SCHEDULE 13G/A EDGAR
  20. May 15, 20268-K EDGAR

The 237 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

38 open-market trades by officers, directors and large owners since October 2021: 4 buys and 34 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 31, 2026Strojwas AndrzejChief Technology OfficerSale3,394$44.41$150.7KForm 4
Aug 12, 2026Zhang ShuoDirectorSale1,501$51.47$77.3KForm 4
May 13, 2025GUSTAFSON MICHAEL BDirectorBuy7,500$19.45$145.9KForm 4
Feb 25, 2025KIBARIAN JOHN KACHIGPRESIDENT AND CEOBuy15,644$22.11$345.9KForm 4
Feb 24, 2025GUSTAFSON MICHAEL BDirectorBuy4,000$23.06$92.2KForm 4
Feb 24, 2025KIBARIAN JOHN KACHIGPRESIDENT AND CEOBuy34,356$22.80$783.3KForm 4
Dec 17, 2024Strojwas AndrzejChief Technology OfficerSale6,253$30.39$190.0KForm 4
Dec 16, 2024Strojwas AndrzejChief Technology OfficerSale5,030$30.85$155.2KForm 4
Dec 11, 2024Erba NancyDirectorSale2,000$30.81$61.6KForm 4
Jun 3, 2024Zhang ShuoDirectorSale5,500$34.66$190.6KForm 4
May 17, 2024Raza AdnanEVP, Finance and CFOSale9,647$33.95$327.5KForm 4
May 16, 2024Raza AdnanEVP, Finance and CFOSale16,504$33.82$558.2KForm 4
May 15, 2024Raza AdnanEVP, Finance and CFOSale1,343$34.52$46.4KForm 4
Feb 26, 2024Li Ye JaneDirectorSale9,653$33.27$321.2KForm 4
Feb 23, 2024Li Ye JaneDirectorSale1,531$34.00$52.1KForm 4
Feb 21, 2024BRONSON JOSEPH RDirectorSale15,000$34.63$519.5KForm 4
Dec 13, 2023GUSTAFSON MICHAEL BDirectorSale4,883$30.86$150.7KForm 4
Dec 12, 2023GUSTAFSON MICHAEL BDirectorSale867$31.29$27.1KForm 4
Nov 29, 2023Erba NancyDirectorSale1,800$30.57$55.0KForm 4
Aug 18, 2023Zhang ShuoDirectorSale3,047$33.75$102.8KForm 4

All 38 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Adnan Raza$1.4M73
2025Andrzej Strojwas$721.0K73
2025John K. Kibarian$694.0K73
2025Kimon W. Michaels$643.7K73
2024Chief Financial$1.6M73
2024Chief Technology$822.3K73
2024Chief Executive$589.7K73
2024Executive Vice$561.3K73
2023OfficerPresident and Director$595.9K73
2023PresidentProducts and Solutions and Director$571.8K73

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.5,550,335$392.9M0.0%+684,158
Needham Investment Management LLC2,065,000$146.2M4.4%+42,300
Vanguard Capital Management LLC1,664,256$117.8M0.0%+276,134
Vanguard Portfolio Management LLC1,457,748$103.2M0.0%+57,026
State Street Corp1,386,498$98.2M0.0%+194,090
Wasatch Advisors LP1,380,739$97.7M0.6%+873,002
Barrow Hanley Mewhinney & Strauss LLC1,319,627$93.4M0.3%+179,080
Ranger Investment Management, L.P.1,149,647$81.4M5.1%−129,983
Snyder Capital Management L P1,033,997$73.2M1.3%−26,481
Jupiter Topco LLC927,781$65.7M0.0%New
Geode Capital Management, LLC917,962$65.0M0.0%+115,739
Emerald Advisers, LLC884,294$62.6M1.5%+23,475
Jpmorgan Chase & Co927,267$61.1M0.0%+912,599
Dimensional Fund Advisors LP841,186$59.5M0.0%−4,507
Jennison Associates LLC716,075$50.7M0.0%New
Atreides Management, LP658,536$46.6M0.4%New
Loomis Sayles & Co L P643,268$45.5M0.1%−183,841
Ophir Asset Management Pty Ltd607,343$43.0M3.5%−530,006
Point72 Asset Management, L.P.598,902$42.4M0.1%New
Emerald Mutual Fund Advisers Trust566,429$40.1M1.4%−28,181
William Blair Investment Management, LLC554,226$39.2M0.1%−701,333
Samjo Management, LLC548,285$38.8M13.2%−371,670
Silverberg Bernstein Capital Management LLC465,823$33.0M12.6%−7,060
Oberweis Asset Management Inc/426,400$30.2M0.6%New
Invesco Ltd.422,931$29.9M0.0%+278,591

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How PDF Solutions is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPDF SOLUTIONS INC2
  • CIK0001120914
  • Employer ID (EIN)25-170136116
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsDecember 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address2858 De La Cruz Boulevard, Santa Clara, CA 950502
  • Phone40828079002
  • Shares outstanding42,227,216 as of Aug 3, 202614
  • Public float$641.0M as of Jun 30, 202516
  • AuditorBPM LLP, San Jose, California PCAOB ID 207; it also attests to the company’s internal control over financial reporting16
  • On EDGAR sinceAug 7, 20002
  • Filings1,458 in all: 4 (772), 8-K (183), SC 13G/A (125), 10-Q (76), SC 13G (39), 10-K (25), DEF 14A (25), 3 (24)2
    All 42 form types

    4/A (24), 144 (15), S-8 (15), SD (13), UPLOAD (13), CORRESP (12), ARS (10), DEFA14A (10), S-1/A (8), 10-K/A (7), 5 (7), 8-K/A (7), SC TO-I/A (5), SCHEDULE 13G/A (5), 10-Q/A (4), S-3/A (4), S-8 POS (3), SCHEDULE 13G (3), 3/A (2), 424B3 (2), 424B5 (2), EFFECT (2), PRE 14A (2), S-3 (2), SC 13D/A (2), SC TO-I (2), 424B4 (1), 8-A12G (1), 8-A12G/A (1), NT 10-K (1), REGDEX (1), S-1 (1), S-3ASR (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Feb 24, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.00015 par valuePDFSNasdaq

From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks PDF Solutions names in Item 1A of its 10-K filed Feb 24, 2026: 32 risks under these headings, as written.16

  • Risks Associated with Our Business
  • Our significant research and development investment may nonetheless fail to keep pace with technological changes or ensure that our offerings meet market needs, which would adversely impact our business, financial condition, or results of operations.
  • If we enable access to hosted software or begin performing services ahead of a signed contract or amendment to an existing contract, and the final terms are not as favorable as we expected or the customer delays entering, or decides not to enter, into the contract or amendment, our results of operations could be harmed in the short term or overall and recognition of related revenue could be delayed or not occur at all.
  • We rely on sole-source providers for certain software as well as for specialized parts for our DirectScan system and supply-chain delays or disruptions could increase our costs or impact our ability to provide complete software solutions or to build additional hardware tools or meet customer expectations or deadlines, which could result in lost sales and lower earnings.
  • Our fixed-fee services for product or system installations/configurations or specified upgrades may take longer than budgeted or need to be rescoped, which could slow our revenue recognition and may result in a lost contract or a claim of breach by our customers, which would negatively affect our financial and operating results.
  • Our ability to sell our products, systems, and solutions depends in part on the quality of our support and services offerings, and the failure to offer high-quality support and services could negatively affect our sales and results of operations.
  • Defects in our software, hardware and other proprietary technologies, and failure to effectively remedy any such defects could decrease our revenue and our competitive market share.
  • Objectionable disclosure of our customers’ confidential information or our failure to comply with our customers’ security rules, including for those related to SaaS access, AI Technology use, or our on-site access, could result in costly litigation, cause us to lose existing and potential customers, or otherwise negatively impact on-going business with existing customers.
  • We generate a significant portion of our revenues from a limited number of customers, and a large percentage of our revenues from one customer, so defaults or decreased business with, or the loss of, any one of these customers, or pricing pressure, or customer consolidation could significantly reduce our revenues or margins and negatively impact our results of operations.
  • If we do not continuously meet our development milestones of key research and development projects or market adoption of our DirectScan system fails to meet our expectations, our future market opportunity and revenues will suffer, and our costs may not be recouped.
  • We are required to comply with governmental export and import requirements that could subject us to liability and restrict our ability to sell our products and services, which could impair our ability to compete in international markets.
  • Decreases in wafer volumes at our customers’ manufacturing sites or the volume of ICs that some of our customers are able to sell to their customers would cause our Volume-based revenue to suffer.
The other 21 risks
  • Our success depends upon our ability to effectively plan and manage our resources and restructure our business through rapidly fluctuating economic and market conditions, which actions may have an adverse effect on our financial and operating results.
  • Global economic or geopolitical conditions or semiconductor market conditions could materially adversely impact demand for our products and services, decrease our sales, or delay our sales cycle.
  • We face challenges in providing a comprehensive solution outside of the semiconductor industry due to limitations on the business areas in which we can use current third-party licensed technology, which may make it prohibitively expensive to sell our solution for applications outside of our traditional industry.
  • Risks Related to Our Technology
  • If we fail to protect our IP rights, customers or potential competitors may be able to use our technologies to develop their own solutions, which could weaken our competitive position, reduce our revenues, or increase our costs.
  • We and our third-party service providers are exposed to risks related to information technology infrastructure, information management and protection, cybersecurity threats, and cyber incidents; if we or our third-party providers fail to protect confidential information and/or experience a cyber incident, there may be damage to our brand and reputation, material financial penalties, and legal liability.
  • We and our customers are subject to laws and regulations concerning data privacy, data security, consumer protection, and advertising and these laws and regulations are continually evolving, which exposes us to potential material risks, including significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
  • Our technologies could infringe the IP rights of others, causing costly litigation and the loss of significant rights.
  • Competition in the market for data services and analytics and related systems and services may intensify in the future, which could impede our ability to grow or execute our strategy.
  • Use of generative AI and other advanced AI Technologies for software development may subject us to claims of misappropriation of others’ IP, bugs/errors, and ambiguous ownership of created content.
  • Use of open-source software (“OSS”) together with our products exposes us to potential legal liability and could negatively affect our ability to protect our intellectual property, and if support and updates for the OSS that we currently use in providing our products and services is not available to us, our financial results could be negatively impacted.
  • Risks Related to Our Operations
  • We face operational and financial risks associated with international customers and operations that could negatively impact our revenues.
  • Measurement of our variable consideration sometimes requires data collection and customers’ use of estimates and are contingent upon customers’ consent and may be later offset if actual data differ from customers’ estimates, which can result in uncertainty and cause quarterly results to fluctuate.
  • Errors affecting our proprietary hardware and software systems located in customers’ or third-parties’ facilities could lead to liability for us, and any objection from such customers or third-parties or delay in providing us with physical or logical access to such systems may adversely impact our ability to timely perform our contract obligations or lead to confidentiality, integrity, availability, security, or privacy controls exceptions.
  • Delayed payment terms and unpaid accounts receivable will negatively impact our cash in the short term and if customers fail to pay unsecured accounts receivable for a significant time or at all, we may be required to write-off receivables or increase our expense or allowance for credit losses.
  • Changes in tax laws, both within the United States and outside of the United States, could change our tax burden and adversely affect our business, financial condition and results of operations.
  • We could lose the benefit of all or part of our deferred tax asset position, including the utilization of net operating loss and tax credit carryforwards, if we do not earn future taxable income in the applicable jurisdiction.
  • Risks Related to Our Strategic Transactions
  • If we do not realize the benefits of our strategic relationships after we have devoted significant time and resources to developing them, it could have an adverse effect on our business and results of operations.
  • Our acquisitions create special risks and challenges that could adversely affect our financial results.
  • General Risk Factors
  • If we are not able to retain, attract, motivate, and strategically locate talented employees, including some key executives, our business may suffer.
  • Our operating results vary quarter to quarter, which could result in not meeting investors’ expectations and stock price volatility.
  • Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impact our stock price.

Legal proceedings

From time to time, the Company is subject to various claims and legal proceedings that arise in the ordinary course of business. As of December 31, 2025, except as disclosed below, the Company was not party to any material legal proceedings.

On May 6, 2020, the Company initiated an arbitration proceeding with the Hong Kong International Arbitration Center (the “Tribunal”) against SMIC New Technology Research & Development (Shanghai) Corporation (“SMIC”) due to SMIC’s failure to pay fees due to the Company under a series of contracts. The Company sought to recover the unpaid fees, a declaration requiring SMIC to pay fees under the contracts in the future (or a lump sum payment to end the contract), and costs associated with bringing the arbitration proceeding. SMIC denied liability and an arbitration hearing was held in February 2023. On November 12, 2025, the Tribunal issued a confidential arbitration award (the “Award”), which is in favor of the Company. The Company is separately pursuing an award as to costs. No payments under the Award have been received by the Company to date and in February 2026, SMIC filed an application with the High Court of Hong Kong seeking to set the Award aside. The Company believes the set aside application is without merit and intends to defend it, and is pursuing judicial enforcement of the Award. There can be no assurances that the Company will receive all or any part of the Award. Accordingly, no amounts have been recognized in connection with the Award as of December 31, 2025.

The opening of Item 3, Legal Proceedings.16

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