CRDO Form 4: COO Withholds RSUs; Maintains 2.63M Direct Shares

Rhea-AI Filing Summary

Lam Yat Tung, Chief Operating Officer and a director of Credo Technology Group Holding Ltd (CRDO), reported an internal tax-withholding disposition of 3,174 ordinary shares on 09/01/2025 at a price of $123.06 under Code F(1), which the filing explains were withheld by the issuer to satisfy tax obligations from the vesting and settlement of RSUs. After that transaction the filing shows the reporting person beneficially owns 2,628,403 shares directly, and disclaims beneficial ownership of an additional 1,000,000 shares held indirectly by Zhan BVI Co Ltd and 125,000 shares held indirectly by EZ Trust except to the extent of any pecuniary interest. The form was signed by an attorney-in-fact on 09/03/2025.

Positive

• Substantial direct ownership retained: 2,628,403 shares remain directly held by the reporting person, demonstrating continued alignment with shareholders.
• Disclosed tax-withholding on RSUs: 3,174 shares were withheld by the issuer to satisfy tax obligations, a routine and transparent post-vesting action.

Negative

• None.

Insights

Securities Analyst

TL;DR Routine RSU tax withholding led to a small disposition; reporting person retains substantial direct ownership.

The Form 4 documents a common post-vesting mechanics: 3,174 shares were withheld to cover tax liabilities tied to RSU settlement, reported with transaction code F(1). The reported sale is not an open-market trade but an issuer withholding, so it does not signal active liquidation intent. Material ownership remains concentrated: 2.63 million shares directly and 1.125 million shares indirectly, indicating continued alignment with shareholders and potential influence on voting outcomes. No new derivative activity or additional dispositions are reported.

Corporate Governance Expert

TL;DR Insider retained control after routine tax-related share withholding; disclosures appear complete and standard.

The filing shows appropriate disclosure of both direct and indirect holdings and the nature of the withheld shares. The Reporting Person disclaims beneficial ownership of the indirectly held positions except for any pecuniary interest, which is a standard governance disclosure. The attorney-in-fact signature is present and dated 09/03/2025, providing procedural completeness. There are no indications of additional governance issues or unexpected insider exits in this filing.

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

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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^*

Lam Yat Tung

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		F(1)		3,174	D	$123.06	2,628,403	D
Ordinary Shares								1,000,000	I	By Zhan BVI Co Ltd(2)
Ordinary Shares								125,000	I	By EZ Trust(3)

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 indirectly held shares except to the extent of any pecuniary interest therein.

3. The Reporting Person disclaims beneficial ownership except to the extent of his spouse's pecuniary interest therein.

Remarks:

	/s/ James Laufman, attorney-in-fact	09/03/2025
	** 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

What transaction did Lam Yat Tung report on the Form 4 for CRDO?

The Form 4 reports that 3,174 ordinary shares were withheld by the issuer on 09/01/2025 at $123.06 to satisfy tax withholding from RSU vesting.

How many Credo (CRDO) shares does Lam Yat Tung beneficially own after the reported transaction?

The filing shows 2,628,403 shares directly beneficially owned, plus 1,000,000 indirectly via Zhan BVI Co Ltd and 125,000 indirectly via EZ Trust.

Was the reported disposition an open-market sale or an issuer withholding for taxes?

It was an issuer withholding to satisfy tax obligations related to RSU settlement, reported under transaction code F(1).

Does the Form 4 show any derivative transactions for CRDO by the reporting person?

No. Table II in the filing contains no reported derivative transactions; only non-derivative ordinary share holdings and the withholding event are disclosed.

Who signed the Form 4 for Lam Yat Tung and when?

The form was signed by James Laufman, attorney-in-fact on 09/03/2025.