[Form 4] Credo Technology Group Holding Ltd Insider Trading Activity

Rhea-AI Filing Summary

Credo Technology Group Holding Ltd (CRDO) – Form 4 filing dated 07/08/2025

President & CEO William J. Brennan reported a Rule 16 transaction code “F”, indicating shares were withheld by the company on 07/05/2025 to cover tax obligations arising from restricted-stock-unit (RSU) vesting. A total of 6,149 ordinary shares were disposed at an accounting price of $93.61 per share (≈ $575 k in value). Following the transaction, Brennan still owns 439,782 shares directly and 2,211,978 shares indirectly through The Brennan Family Trust, leaving his total beneficial stake at roughly 2.65 million shares.

The filing reflects a routine, non-cash settlement rather than an open-market sale. Ownership concentration by the CEO remains high, signalling continued alignment with common shareholders. No derivative securities were involved and there are no indications of changes in executive roles or other material corporate events.

Positive

• High insider ownership: CEO retains approximately 2.65 million shares after the transaction, demonstrating continued alignment with shareholder interests.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale; CEO still holds ~2.65 m CRDO shares, so investor impact is minimal.

The Form 4 shows an F-code transaction, meaning the shares were surrendered to the issuer to satisfy RSU tax liabilities rather than sold on the open market. Only 6,149 shares (≈0.23 % of Brennan’s total holdings) were affected, leaving his ownership essentially intact. Such administrative movements do not alter supply-demand dynamics, capital structure, or signal a change in sentiment. Accordingly, I view the disclosure as neutral and not financially material.

Corporate Governance Specialist

TL;DR: Governance-neutral filing; maintains strong insider alignment, no red flags.

From a governance standpoint, code F transactions are expected when RSUs vest. Brennan’s remaining 2.65 m-share stake continues to align management interests with shareholders. The disclaimer on the trust indicates appropriate separation of personal and fiduciary holdings. No additional related-party issues or accelerated sales are evident. Therefore, the filing is procedural and non-impactful.

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^*

Brennan William Joseph

(Last) (First) (Middle)

110 RIO ROBLES

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres & Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2025

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

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

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

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	07/05/2025		F(1)		6,149	D	$93.61	439,782	D
Ordinary Shares								2,211,978	I	The Brennan Family Trust, DTD 09/06/2002(2)

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. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

2. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ James Laufman, attorney-in-fact	07/08/2025
	** 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.

FAQ

How many CRDO shares did CEO William Brennan dispose in the 07/05/2025 transaction?

He disposed of 6,149 ordinary shares, withheld to satisfy RSU tax obligations.

What price was used to value the CRDO shares withheld for taxes?

The accounting price was $93.61 per share.

How many CRDO shares does Brennan own after this Form 4 filing?

He beneficially owns 439,782 shares directly and 2,211,978 shares indirectly via The Brennan Family Trust.

Was this an open-market sale by the CEO?

No. The code F transaction reflects issuer-withheld shares to cover tax liabilities from RSU vesting.

Did the filing signal any change in Brennan’s role at Credo Technology?

No. Brennan remains President & CEO and a member of the Board.