Credo (CRDO) CFO Reports 2,460-Share Withholding to Cover RSU Taxes

Rhea-AI Filing Summary

Daniel W. Fleming, Chief Financial Officer and Director of Credo Technology Group Holding Ltd (CRDO), reported a transaction dated 09/01/2025 on Form 4. The filing shows 2,460 ordinary shares disposed at a price of $123.06 per share, with an explanatory note that these shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units (RSUs). After the withholding, Mr. Fleming beneficially owned 579,968 ordinary shares as of the reported transaction. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Transparency: The filing clearly discloses the withholding action and post-transaction beneficial ownership.
• Insider retains substantial stake: Post-transaction beneficial ownership of 579,968 shares is reported.

Negative

• Reduction in share count: 2,460 shares were disposed (withheld) to satisfy tax obligations.

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax withholding by an insider; no indication of voluntary market sale.

The Form 4 discloses a standard withholding of 2,460 shares to cover taxes on vested RSUs rather than an open-market disposition. This is a common administrative action when equity awards vest and does not by itself signal a change in executive intent or governance. The reporting person remains a significant shareholder with 579,968 shares beneficially owned, and the filing includes the required explanatory remark identifying the withholding purpose.

Securities Analyst

TL;DR: Small, administrative share reduction from tax-withholding; transaction is informational for ownership tracking.

The transaction code and the explanation clarify that the 2,460-share reduction resulted from tax withholding tied to RSU settlement at a per-share price of $123.06. The filing quantifies post-transaction beneficial ownership at 579,968 shares, which is the key figure for assessing insider stake levels. No derivative transactions or additional disposals are reported.

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

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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^*

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)
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)		2,460	D	$123.06	579,968	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. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

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 did Daniel W. Fleming report on Form 4 for CRDO?

The filing reports that 2,460 ordinary shares were disposed at $123.06 on 09/01/2025, and the disposition was a withholding to satisfy tax obligations related to RSU vesting.

How many CRDO shares does the reporting person own after the transaction?

The Form 4 states the reporting person beneficially owned 579,968 ordinary shares following the reported transaction.

What is the reason given for the share disposition?

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

When was the Form 4 signed and by whom?

The form bears a signature by James Laufman, attorney-in-fact dated 09/03/2025.

Did the Form 4 report any derivative transactions or option exercises?

No. Table II for derivative securities contains no reported transactions; only the non-derivative ordinary share withholding is reported.