Credo Technology (CRDO) CFO updates Form 4/A to show RSU tax withholding, not sales

Rhea-AI Filing Summary

Credo Technology Group Holding Ltd Chief Financial Officer Daniel W. Fleming reported routine tax-withholding dispositions tied to restricted stock units, not open market sales. An amended Form 4 changes the transaction code from "S" to "F" to reflect this treatment.

The issuer withheld 2,460 ordinary shares on April 2 and another 2,460 shares on April 5 at a reported price of 101.45 per share to cover tax obligations from RSU vesting and settlement. After these transactions, Fleming directly owned 441,258 ordinary shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fleming Daniel W.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	2,460	$101.45	$250K
Tax Withholding	Ordinary Shares	2,460	$101.45	$250K

Holdings After Transaction: Ordinary Shares — 441,258 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Tax-withheld shares April 2: 2,460 shares Tax-withheld shares April 5: 2,460 shares Total tax-withheld shares: 4,920 shares +4 more

7 metrics

Tax-withheld shares April 2 2,460 shares Ordinary shares withheld for tax obligations on April 2

Tax-withheld shares April 5 2,460 shares Ordinary shares withheld for tax obligations on April 5

Total tax-withheld shares 4,920 shares Sum of RSU-related tax withholding dispositions reported

Reported price per share 101.45 per share Transaction price applied to withheld ordinary shares

Shares held after latest transaction 441,258 shares Direct ordinary share ownership after April 5 withholding

Shares held after earlier transaction 443,718 shares Direct ordinary share ownership after April 2 withholding

Tax-withholding transaction count 2 transactions Non-derivative F-code dispositions for tax obligations

Key Terms

Form 4/A, transaction code, RSUs, tax withholding obligations, +1 more

5 terms

Form 4/A regulatory

"This Form 4/A amends the prior filing to correct the transaction code"

Form 4/A is an amended filing that corrects or updates an earlier Form 4, the mandatory report that insiders (like company executives, directors, or large shareholders) must file when their ownership stakes change. Think of it as an edited receipt showing who bought or sold stock and when; investors use it to track insider confidence, detect potential conflicts, and spot trading patterns that might signal future company prospects.

transaction code regulatory

"to correct the transaction code from "S" to "F""

RSUs financial

"in connection with the vesting and settlement of RSUs and is not an open market sale"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"represents shares withheld by Issuer to satisfy tax withholding obligations in connection with the vesting"

open market sale financial

"settlement of RSUs and is not an open market sale"

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fleming Daniel W.

(Last) (First) (Middle)

110 RIO ROBLES

(Street)

SAN JOSE CALIFORNIA 95134

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Credo Technology Group Holding Ltd [ CRDO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/06/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	04/02/2026		F(1)		2,460	D	$101.45	443,718	D
Ordinary Shares	04/05/2026		F(1)		2,460	D	$101.45	441,258	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4/A amends the prior filing to correct the transaction code from "S" to "F". The transaction represents shares withheld by Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs and is not an open market sale.

Remarks:

	/s/ James Laufman, attorney-in-fact	04/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did CRDO’s CFO report in this amended Form 4/A?

Credo Technology Group’s CFO, Daniel W. Fleming, reported tax-related share dispositions, not open market sales. The issuer withheld ordinary shares to cover tax obligations arising from restricted stock unit vesting and settlement, and the amended filing corrects the original transaction code to show this treatment.

How many Credo Technology (CRDO) shares were affected by the CFO’s tax withholding?

A total of 4,920 ordinary shares were withheld for tax obligations. The issuer retained 2,460 shares on April 2 and another 2,460 shares on April 5, in each case connected to the vesting and settlement of restricted stock units granted to the CFO.

What does transaction code "F" mean in the CRDO CFO’s Form 4/A?

Code "F" indicates shares delivered to satisfy an exercise price or tax liability, rather than an open market trade. Here it reflects ordinary shares withheld by the issuer to cover tax withholding obligations tied to restricted stock unit vesting and settlement for the CFO.

Why was the Credo Technology (CRDO) Form 4/A filed as an amendment?

The amended filing corrects the transaction code from "S" to "F". This change clarifies that the reported share movements were issuer-withheld shares for tax obligations on RSU vesting, rather than open market sales by the CFO, aligning the code with the actual transaction nature.

Did the CRDO CFO sell shares in the open market in this Form 4/A?

No, the filing states the transactions were not open market sales. Instead, Credo Technology withheld ordinary shares from the CFO to satisfy tax withholding obligations when his restricted stock units vested and settled, a common non-discretionary administrative mechanism.

How many Credo Technology (CRDO) shares does the CFO hold after these tax withholdings?

After the April 5 tax-withholding transaction, the CFO directly held 441,258 ordinary shares. This figure reflects his remaining ownership following the issuer’s withholding of a combined 4,920 shares to cover tax obligations associated with restricted stock unit vesting and settlement.