Credo CEO awarded 200,000 performance-based shares

Brennan William Joseph reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Brennan William Joseph reported acquisition or exercise transactions in this Form 4 filing.

Credo Technology Group Holding Ltd reported that President and CEO William Joseph Brennan received a grant of 200,000 ordinary shares at no cost, earned upon certification of performance for previously granted performance-based restricted stock units. These shares remain subject to time-based vesting, with 25% scheduled to vest on each of June 10, 2026, June 10, 2027, June 10, 2028 and June 10, 2029. Following this grant, he holds 422,311 ordinary shares directly and 1,775,002 ordinary shares indirectly through The Brennan Family Trust, while disclaiming beneficial ownership of the trust shares except to the extent of his pecuniary interest.

Insights

Equity compensation analyst

CEO receives performance-based share grant that vests over four years.

Credo’s CEO, William Joseph Brennan, was credited with 200,000 ordinary shares at $0.00 per share. These were earned when performance conditions on PSUs granted on March 7, 2025 were certified for a period ending May 2, 2026.

The award is still contingent on service-based vesting, with 25% vesting on each of June 10, 2026, June 10, 2027, June 10, 2028 and June 10, 2029. This is a compensation event rather than an open-market purchase, so it carries limited signaling about Brennan’s view of the stock.

Post-transaction, he holds 422,311 shares directly and 1,775,002 shares indirectly through The Brennan Family Trust, while disclaiming beneficial ownership of the trust shares beyond his pecuniary interest. No derivative positions are listed as remaining in this filing.

Insider Trade Summary

Grant/Award: 200,000 shares

Grant/Award 2 txns

Insider Brennan William Joseph

Role Pres & Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	200,000	$0.00	$0.00
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 422,311 shares (Direct); Ordinary Shares — 1,775,002 shares (Indirect, The Brennan Family Trust, DTD 09/06/2002)

Footnotes (2)

1. F1. Represents the number of ordinary shares earned upon the certification of performance of performance-based restricted stock units (PSUs) originally granted on March 7, 2025 for the performance period ending May 2, 2026. Pursuant to the terms of the PSU award, the award remains subject to vesting based on continued service, with 25% of the award scheduled to vest on each of June 10, 2026, June 10, 2027, June 10, 2028 and June 10, 2029.
2. F2. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Key Figures

PSU shares earned: 200,000 ordinary shares Grant price: $0.00 per share Direct holdings after grant: 422,311 ordinary shares +2 more

5 metrics

PSU shares earned 200,000 ordinary shares Earned upon certification of performance for period ending May 2, 2026

Grant price $0.00 per share Price per share for the 200,000-share award

Direct holdings after grant 422,311 ordinary shares Shares held directly by Brennan following the reported grant

Indirect trust holdings 1,775,002 ordinary shares Shares held indirectly via The Brennan Family Trust

Service-based vesting schedule 25% each year 2026–2029 Vesting on June 10, 2026, 2027, 2028 and 2029

Key Terms

performance-based restricted stock units, PSUs, pecuniary interest, beneficial ownership, +1 more

5 terms

performance-based restricted stock units financial

"Represents the number of ordinary shares earned upon the certification of performance of performance-based restricted stock units (PSUs)..."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

PSUs financial

"...performance of performance-based restricted stock units (PSUs) originally granted on March 7, 2025..."

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

pecuniary interest financial

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

beneficial ownership financial

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

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

vesting financial

"the award remains subject to vesting based on continued service, with 25% of the award scheduled to vest..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Credo Technology Group (CRDO) disclose about its CEO’s new shares?

Credo reported that CEO William Joseph Brennan received 200,000 ordinary shares at no cost, earned from performance-based restricted stock units. The award reflects achieved performance for a period ending May 2, 2026, and is structured as equity compensation, not an open-market stock purchase.

Are the 200,000 Credo (CRDO) shares granted to the CEO fully vested now?

No, the 200,000 shares are not fully vested. They remain subject to continued service, with 25% scheduled to vest on each of June 10, 2026, June 10, 2027, June 10, 2028 and June 10, 2029, spreading vesting over four years.

How many Credo (CRDO) shares does CEO William Joseph Brennan hold after this Form 4?

After the reported transactions, Brennan holds 422,311 ordinary shares directly and 1,775,002 ordinary shares indirectly through The Brennan Family Trust. He disclaims beneficial ownership of the trust-held shares except to the extent of his pecuniary interest in that trust structure.

What are the performance-based restricted stock units (PSUs) mentioned in Credo’s Form 4?

The PSUs are equity awards originally granted on March 7, 2025, that convert into ordinary shares if performance targets are met. Credo’s filing states performance was certified for the period ending May 2, 2026, resulting in 200,000 earned shares for CEO William Joseph Brennan.

Does the Credo (CRDO) CEO’s Form 4 show any stock sales or open-market trades?

The Form 4 does not report any open-market stock sales or purchases. It shows a grant of 200,000 ordinary shares as compensation and an updated indirect holding through The Brennan Family Trust, along with a disclaimer of beneficial ownership for those trust-held shares.

What does the CEO’s disclaimer of beneficial ownership mean for Credo (CRDO) investors?

The filing states Brennan disclaims beneficial ownership of shares held by The Brennan Family Trust except for his pecuniary interest. This means those 1,775,002 shares are legally associated with the trust, and his economic interest may be less than the full reported trust position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 06:39 PM EDT Learn about SEC filing dates

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026

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)

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	05/23/2026		A		200,000(1)	A	$0	422,311	D
Ordinary Shares								1,775,002	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 the number of ordinary shares earned upon the certification of performance of performance-based restricted stock units (PSUs) originally granted on March 7, 2025 for the performance period ending May 2, 2026. Pursuant to the terms of the PSU award, the award remains subject to vesting based on continued service, with 25% of the award scheduled to vest on each of June 10, 2026, June 10, 2027, June 10, 2028 and June 10, 2029.

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	05/26/2026
	** 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)