Credo Technology (NASDAQ: CRDO) launches $750M at-the-market plan

Rhea-AI Filing Summary

Credo Technology Group Holding Ltd entered into an equity distribution agreement with Goldman Sachs & Co. LLC to sell its ordinary shares from time to time with an aggregate offering price of up to $750,000,000.

The shares may be sold as an at-the-market offering under SEC Rule 415, including ordinary broker transactions, trades through market makers, on or through the Nasdaq Global Select Market or other venues, in the over-the-counter market, or using other methods permitted by law. The detailed terms of this at-the-market program are set out in the equity distribution agreement, which is filed as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2025

Credo Technology Group Holding Ltd

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41249

N/A

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

c/o Maples Corporate Services, Limited, PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands

N/A

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (408) 664-9329

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Ordinary shares, par value $0.00005 per share			CRDO			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events

On October 6, 2025, Credo Technology Group Holding Ltd, a Cayman Islands exempted company (the “Company”), entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co. LLC (the “Manager”) related to the sale from time to time of the Company’s ordinary shares, par value $0.00005 per share (the “Ordinary Shares”), up to an aggregate offering price of up to $750,000,000.

Sales of the Ordinary Shares, if any, under the Equity Distribution Agreement will be made in sales deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in ordinary brokers’ transactions, to or through a market maker, on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, or through a combination of any such methods of sale. The Manager may also sell our ordinary shares by any other method permitted by law.

The foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number						Description of Exhibit
1.1						Equity Distribution Agreement, dated October 6, 2025 between Credo Technology Group Holding Ltd. and Goldman Sachs & Co. LLC
5.1						Opinion of Maples and Calder (Cayman) LLP
23.1						Consent of Maples and Calder (Cayman) LLP (included in their opinion filed as Exhibit 5.1)
104						Cover Page Interactive Data File (embedded with Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Credo Technology Group Holding Ltd
Date: October 6, 2025			/s/ William Brennan
			William Brennan
			President and Chief Executive Officer

FAQ

What did Credo Technology Group (CRDO) announce in this 8-K?

On October 6, 2025, Credo Technology Group Holding Ltd entered into an equity distribution agreement with Goldman Sachs & Co. LLC for an at-the-market share offering.

What is the maximum size of Credo Technology Group's new ATM program?

The agreement allows Credo Technology Group to sell its ordinary shares with an aggregate offering price of up to $750,000,000.

How will Credo Technology Group's shares be sold under the equity distribution agreement?

Sales will be made as an at-the-market offering under Rule 415, including ordinary broker transactions, through market makers, on or through the Nasdaq Global Select Market, in the over-the-counter market, or by other methods permitted by law.

Who is managing Credo Technology Group's at-the-market offering?

Goldman Sachs & Co. LLC is named as the manager for Credo Technology Group's at-the-market equity distribution agreement.

Which exhibits are filed with this Credo Technology Group 8-K?

Filed exhibits include the Equity Distribution Agreement (Exhibit 1.1), a legal opinion from Maples and Calder (Cayman) LLP (Exhibit 5.1), its consent (Exhibit 23.1), and the Cover Page Interactive Data File (Exhibit 104).

What type of securities can Credo Technology Group sell under this agreement?

The agreement covers sales of Credo Technology Group's ordinary shares, par value $0.00005 per share.