Credo (CRDO) CEO Reports 68,016-Share Sale; 10b5-1 Plan Used

Rhea-AI Filing Summary

Credo Technology Group Holding Ltd (CRDO) insider sale summary: On 09/16/2025 William J. Brennan, who is President, CEO and a director, reported multiple open-market sales totaling 68,016 ordinary shares. The sales were executed in tranches at weighted-average prices ranging from about $160.80 to $167.78 per share and were effected under a Rule 10b5-1 trading plan adopted April 15, 2025. After the transactions, the reporting person directly owned 369,173 shares and indirectly (through The Brennan Family Trust dated 09/06/2002) had beneficial ownership of 1,992,502 shares, with the reporting person disclaiming beneficial ownership except to the extent of pecuniary interest.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating transactions were pre-arranged
• Detailed price ranges and weighted-average prices provided for each tranche
• Reporting retains substantial ongoing ownership (approximately 2.36 million shares combined)

Negative

• Insider sold 68,016 shares on 09/16/2025, which is a notable single-day disposition
• Significant portion of holdings placed into market across multiple tranches, which could be interpreted negatively by some investors

Insights

Financial Analyst

TL;DR: Insider sold 68,016 shares under a pre-established 10b5-1 plan; holdings remain substantial, suggesting routine liquidity rather than full exit.

The disclosed trades were executed in multiple tranches on 09/16/2025 at weighted-average prices spanning roughly $160.80 to $167.78. Total shares sold equal 68,016, which reduced direct and indirect holdings but left the reporting person with material exposure: approximately 2.36 million shares combined between direct and trust holdings. The use of a 10b5-1 plan and the detailed price ranges provided in the explanations are consistent with pre-planned, rule-compliant disposition rather than opportunistic intra-period selling. From a quantitative standpoint, the sales represent a modest percentage of total reported holdings and therefore are unlikely, by themselves, to be materially dilutive or indicate a change in control.

Corporate Governance Expert

TL;DR: Disclosure is thorough and includes 10b5-1 plan citation and price ranges; beneficial ownership disclaimers are stated.

The Form 4 clearly states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted April 15, 2025, and provides weighted-average prices and price ranges for each tranche. The Reporting Person disclaims beneficial ownership of the trust-held shares except for pecuniary interest, which is properly noted. Signature by an attorney-in-fact is included. These elements meet standard corporate governance disclosure expectations for insider dispositions. No flags for incomplete procedural disclosure are present in the filing itself.

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).

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)
09/16/2025

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	09/16/2025		S(1)		3,099	D	$161.4215(2)	2,039,403	I	The Brennan Family Trust, DTD 09/06/2002(3)
Ordinary Shares	09/16/2025		S(1)		8,898	D	$162.3507(4)	2,030,505	I	The Brennan Family Trust, DTD 09/06/2002(3)
Ordinary Shares	09/16/2025		S(1)		9,957	D	$163.2296(5)	2,020,548	I	The Brennan Family Trust, DTD 09/06/2002(3)
Ordinary Shares	09/16/2025		S(1)		9,383	D	$164.5101(6)	2,011,165	I	The Brennan Family Trust, DTD 09/06/2002(3)
Ordinary Shares	09/16/2025		S(1)		12,073	D	$165.3557(7)	1,999,092	I	The Brennan Family Trust, DTD 09/06/2002(3)
Ordinary Shares	09/16/2025		S(1)		5,961	D	$166.1106(8)	1,993,131	I	The Brennan Family Trust, DTD 09/06/2002(3)
Ordinary Shares	09/16/2025		S(1)		596	D	$167.331(9)	1,992,535	I	The Brennan Family Trust, DTD 09/06/2002(3)
Ordinary Shares	09/16/2025		S(1)		33	D	$167.965	1,992,502	I	The Brennan Family Trust, DTD 09/06/2002(3)
Ordinary Shares	09/16/2025		S(1)		1,085	D	$161.4215(2)	386,104	D
Ordinary Shares	09/16/2025		S(1)		3,143	D	$162.3506(4)	382,961	D
Ordinary Shares	09/16/2025		S(1)		3,512	D	$163.2299(5)	379,449	D
Ordinary Shares	09/16/2025		S(1)		3,707	D	$164.476(6)	375,742	D
Ordinary Shares	09/16/2025		S(1)		4,359	D	$165.36(7)	371,383	D
Ordinary Shares	09/16/2025		S(1)		1,975	D	$166.1219(8)	369,408	D
Ordinary Shares	09/16/2025		S(1)		222	D	$167.3295(9)	369,186	D
Ordinary Shares	09/16/2025		S(1)		13	D	$167.965	369,173	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 April 15, 2025.

2. This transaction was executed in multiple trades at prices ranging from $160.80 to $161.77. 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.

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

4. This transaction was executed in multiple trades at prices ranging from $161.84 to $162.83. 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.

5. This transaction was executed in multiple trades at prices ranging from $162.84 to $163.83. 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.

6. This transaction was executed in multiple trades at prices ranging from $163.85 to $164.85. 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.

7. This transaction was executed in multiple trades at prices ranging from $164.85 to $165.84. 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.

8. This transaction was executed in multiple trades at prices ranging from $165.85 to $166.84. 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.

9. This transaction was executed in multiple trades at prices ranging from $166.955 to $167.775. 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	09/18/2025
	** 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 William J. Brennan report on Form 4 for CRDO?

The Form 4 reports multiple sales on 09/16/2025 totaling 68,016 ordinary shares executed under a Rule 10b5-1 trading plan.

How many shares did the reporting person own after the transactions?

After the reported sales the reporting person directly owned 369,173 shares and indirectly (via The Brennan Family Trust) beneficially owned 1,992,502 shares.

At what prices were the CRDO shares sold?

Tranches were executed at prices with weighted averages and ranges between approximately $160.80 and $167.78 per share, specific ranges listed in the filing explanations.

Were the sales discretionary or pre-planned?

The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2025, indicating pre-planned transactions.

Does the reporting person claim beneficial ownership of all trust shares?

No. The reporting person disclaims beneficial ownership