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

Rhea-AI Filing Summary

On 10 July 2025, Ameriprise Financial Inc. (AMP) Executive Vice President & Chief Information Officer Gerard P. Smyth filed a Form 4 reporting routine equity-compensation transactions.

• 203.5666 phantom stock units were converted into the same number of common shares (Transaction Code M).
• 88.5666 of those shares were immediately withheld/disposed (Code F) at $542.51 per share to satisfy tax obligations.
• Net result: a direct ownership increase of ≈115.0 shares, taking Smyth’s direct holdings to 9,135 AMP shares.
• After the exercise, Smyth still holds 887.3788 phantom stock units under Ameriprise’s Deferred Compensation Plan.

The transactions were executed under the company’s compensation plan, involve no open-market activity, and represent an immaterial fraction of Ameriprise’s ~106 million-share float. Market impact is therefore expected to be minimal, though the net share addition modestly aligns executive interests with shareholders.

Positive

• Executive alignment: Gerard P. Smyth increased his direct AMP shareholding by roughly 115 shares, indicating continued equity exposure.

Negative

• Immediate share disposal: 88.5666 shares were sold/withheld at $542.51 to cover taxes, reducing the gross addition from the option exercise.

Insights

Securities Analyst

TL;DR: Routine phantom-stock conversion; EVP nets 115 AMP shares—immaterial to valuation, mildly positive for insider alignment.

The Form 4 shows a standard Code M option/phantom-stock exercise paired with a Code F tax-withholding sale. The dollar value of shares sold (~$48,076) and the net share gain (≈115) are negligible versus Ameriprise’s market cap, signalling no strategic shift or valuation implication. Because the shares were not bought in the open market, they provide limited informational content about management’s view on valuation, yet the absence of outright selling keeps the signal neutral-to-slightly positive.

Corporate Governance Specialist

TL;DR: Deferred-comp payout follows plan terms; no governance concerns or material ownership change.

The equity delivery is governed by Ameriprise’s Deferred Compensation Plan, and the Code F disposition strictly covers statutory taxes. Such mechanics are commonplace for senior executives. Post-transaction ownership of 9,135 shares plus 887 phantom units remains well below any control threshold, and the filing presents no red flags relating to timing, volume, or undisclosed arrangements. Governance impact is neutral.

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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

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	07/10/2025		S(1)		3,618	D	$97.2593(2)	582,600	D
Ordinary Shares	07/10/2025		S(1)		172	D	$97.96	582,428	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 1, 2024.

2. This transaction was executed in multiple trades at prices ranging from $96.78 to $97.76. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ James Laufman, attorney-in-fact	07/14/2025
	** 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 AMP shares did EVP Gerard P. Smyth acquire on July 10, 2025?

He converted 203.5666 phantom stock units into the same number of AMP common shares.

What was the net change in Smyth's AMP shareholding after the Form 4 transaction?

After accounting for tax withholding, his direct stake increased by approximately 115.0 shares.

At what price were shares withheld for tax purposes?

Shares were disposed at $542.51 under Transaction Code F.

How many AMP shares does Gerard P. Smyth now hold directly?

He now directly owns 9,135 shares of Ameriprise Financial common stock.

What is Smyth’s remaining phantom stock balance?

He retains 887.3788 phantom stock units payable in AMP shares at a future date.

Does the Form 4 indicate an open-market purchase of AMP stock?

No. The filing reflects a compensation-plan conversion and related tax withholding, not an open-market buy.