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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): February 9, 2026
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Credo Technology Group Holding Ltd
(Exact name of registrant as specified in its charter)
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| 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
N/A
(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: | | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 2.02 Results of Operations and Financial Condition.
On February 9, 2026, Credo Technology Group Holding Ltd (the “Company”) issued a press release regarding its preannouncement of unaudited revenue results for the third quarter of fiscal 2026 and updated its prior sequential revenue growth guidance for the fourth quarter of fiscal year 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 99.1 | | Press Release dated February 9, 2026 |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the 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.
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| Credo Technology Group Holding Ltd |
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| Date: February 9, 2026 | By: | /s/ James Laufman |
| | James Laufman |
| | Chief Legal Officer |
| | |
Exhibit 99.1
Credo Provides Preliminary Third Quarter Fiscal Year 2026 Revenue Results, Updated Revenue Guidance for Fourth Quarter of Fiscal Year 2026 and Schedules Third Quarter Fiscal Year 2026 Financial Results Conference
San Jose, Calif. (February 9, 2026) - Credo Technology Group Holding Ltd (Credo) (Nasdaq: CRDO), an innovator in providing connectivity at scale through fast, reliable, and energy-efficient system solutions, today provided preliminary revenue results for the third quarter and updated revenue guidance for the fourth quarter of fiscal year 2026.
Credo expects to report third quarter fiscal year 2026 revenue in the range of $404 million to $408 million, above the high-end of Credo’s previously announced third quarter guidance range of $335 million and $345 million.
Looking towards the end of fiscal year 2026 and into fiscal 2027, Credo expects sequential revenue growth in the mid-single digits leading to more than 200% year-over-year growth in the current fiscal year.
Credo will provide additional details and discuss its financial results for the quarter ended January 31, 2026 during Credo’s third quarter fiscal year 2026 earnings conference call. Credo will hold the conference call on Monday, March 2, 2026, at 2:00 p.m. Pacific Time.
The news release announcing the third quarter fiscal year 2026 financial results will be disseminated on March 2, 2026 after the market closes.
Interested parties may join the conference call beginning at 2:00 p.m. Pacific Time on Monday March 2, 2026, by dialing (800) 715-9871 (toll-free) or +1 (646) 307-1963 (international). The conference ID for the call is 5251802. It is recommended that participants dial in to the call at least 10 minutes before the start of the call. A live webcast of the conference call will be available on Credo’s Investor Relations website at http://investors.credosemi.com/.
A replay of the webcast will be available via the web at http://investors.credosemi.com/.
Preliminary Revenue Results Disclaimer
The expected revenue results for the third quarter of fiscal year 2026 in this press release are preliminary, unaudited and subject to completion and are based on management’s initial analysis of results of operations for the third quarter of fiscal year 2026. Credo’s consolidated financial statements for the third quarter of fiscal year 2026 are not yet available and remain subject to completion of financial closing procedures and potential final adjustments.
Credo’s independent registered public accounting firm has not audited, reviewed, compiled or performed agreed-upon procedures with respect to the third quarter fiscal year 2026 preliminary financial results. These estimates should not be viewed as a substitute for financial statements
prepared in accordance with U.S. generally accepted accounting principles and are not necessarily indicative of future results.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact could be deemed forward-looking statements, including, but not limited to, any statements regarding: launches of new or expansion of existing products or services; technology developments and innovation; our plans, strategies or objectives with respect to future operations; preliminary financial results; financial outlook; future financial results; expectations regarding the markets and industries in which Credo conducts business; and assumptions underlying any of the foregoing. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “can,” “may,” “will,” “would,” “outlook,” “forecast,” “targets” and similar expressions, or their negatives, may identify such forward-looking statements. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that may cause actual events or results to differ materially from those described in this press release. Readers are encouraged to review risk factors and all other disclosures appearing in Credo’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on July 2, 2025, as well as Credo’s other filings with the SEC, for further information on risks and uncertainties that could affect Credo’s business, financial condition and results of operation. Copies of these filings are available from the SEC, Credo’s website or Credo’s investor relations department. Forward-looking statements speak only as of the date they are made. Credo assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date herein.
About Credo
Credo’s mission is to transform connectivity at scale through fast, reliable, and energy-efficient system solutions. Our high-speed copper and optical interconnect products deliver industry-leading power and performance at up to 1.6T to meet the ever-expanding data infrastructure demands of AI.
Our product portfolio includes ZeroFlap (ZF) Active Electrical Cables (AECs) and ZF optical transceivers, OmniConnect memory solutions, and a suite of retimers and DSPs for optical and copper Ethernet and PCIe, all leveraging the PILOT diagnostic and analytics software platform. Credo innovations enable our customers to connect the systems that connect the world.
For more information, please visit https://www.credosemi.com.
Credo and the Credo logo are registered trademarks of Credo Technology Group Limited in the United States and other jurisdictions. All other trademarks referenced herein are the property of their respective owners.
Investor Relations Contact:
Dan O’Neil
IR@credosemi.com
