CRDO CEO/director withholds 12,298 shares for RSU taxes

Rhea-AI Filing Summary

Brennan William Joseph, President, Chief Executive Officer and a director of Credo Technology Group Holding Ltd (CRDO), reported withholding of shares to satisfy taxes related to restricted stock unit vesting. Two non-derivative disposals occurred: 6,149 shares were withheld on 10/02/2025 at a price of $149.63, and 6,149 shares were withheld on 10/05/2025 at $143.87, totaling 12,298 shares surrendered for tax withholding. After these transactions, Mr. Brennan directly beneficially owned 356,875 ordinary shares and indirectly beneficially owned 1,992,502 ordinary shares through The Brennan Family Trust, DTD 09/06/2002. The filing disclaims beneficial ownership of the trust shares except to the extent of pecuniary interest and notes the share disposals represent tax withholding on RSU vesting.

Positive

• RSU tax withholding completed for 12,298 shares, indicating compensation settled
• Significant indirect ownership retained via The Brennan Family Trust: 1,992,502 shares

Negative

• Direct beneficial ownership decreased to 356,875 shares after withholding

Insights

Corporate Governance Expert

Insider share withholding indicates RSU vesting and routine tax settlement.

The filings show the CEO/director had 12,298 ordinary shares withheld across two dates to satisfy tax obligations tied to RSU vesting, with per-share withholding prices of $149.63 and $143.87.

This is a standard compensation-related liquidity action rather than an open-market sale; investors may monitor future vesting schedules and any open-market transactions for different signaling over the next 6–12 months.

Equity Analyst

Post-transaction holdings show majority exposure via a family trust.

Following withholding, direct ownership is 356,875 shares while indirect ownership through The Brennan Family Trust is 1,992,502 shares, with the reporting person disclaiming beneficial ownership of trust shares except for pecuniary interest.

For valuation or voting-power assessments, treat trust-held shares as indirectly related and note the reported direct stake for near-term liquidity considerations.

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)
10/02/2025

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	10/02/2025		F(1)		6,149	D	$149.63	363,024	D
Ordinary Shares	10/05/2025		F(1)		6,149	D	$143.87	356,875	D
Ordinary Shares								1,992,502	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	10/06/2025
	** 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 transactions did Credo (CRDO) insider Brennan report in this Form 4?

The reporting person had 6,149 shares withheld on 10/02/2025 at $149.63 and another 6,149 shares withheld on 10/05/2025 at $143.87, totaling 12,298 shares surrendered for tax withholding.

Why were the shares disposed of according to the filing?

The filing explains the shares were withheld by the issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

How many Credo shares does Brennan beneficially own after these transactions?

After the transactions, the reporting person directly beneficially owned 356,875 ordinary shares and indirectly beneficially owned 1,992,502 ordinary shares via The Brennan Family Trust, DTD 09/06/2002.

Did the filing report any derivative securities or option exercises?

No derivative securities, options, or other convertible instruments are reported in Table II of this Form 4.

Does the reporting person claim full ownership of the trust-held shares?

The reporting person disclaims beneficial ownership of the trust shares except to the extent of his pecuniary interest therein, per the disclosure.