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

Rhea-AI Filing Summary

Credo Technology Group Holding Ltd (CRDO) reported two separate disposals by Chief Financial Officer Daniel W. Fleming. On 10/02/2025 he disposed of 2,460 ordinary shares at $149.63, reducing his direct beneficial ownership to 573,718 shares. On 10/05/2025 he disposed of another 2,460 ordinary shares at $143.87, leaving 571,258 shares directly owned. The filing states these share dispositions represent shares withheld by the issuer to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units (RSUs). The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 10/06/2025.

Positive

• Transparent disclosure of insider transactions with specific dates and prices
• Stated reason for disposals is tax withholding tied to RSU settlement, a routine practice

Negative

• Reduction in direct ownership by 4,920 shares, from 573,718 to 571,258
• Two market disposals occurred within a four-day span, which investors may monitor for pattern changes

Insights

Corporate Governance Analyst

TL;DR: Routine tax-withholding share disposals by the CFO reduced direct ownership by 4,920 shares.

Two small, documented disposals of 2,460 shares each were reported on 10/02/2025 and 10/05/2025

The filing explicitly states the transactions "represent shares withheld by the Issuer to satisfy tax withholding obligations" tied to RSU vesting, which is a common, non-disqualifying reason for insider disposals. Monitor any future filings for sales beyond withholding amounts within the next regular reporting cycle.

Equity Markets Specialist

TL;DR: The trade sizes are immaterial relative to total holdings and signal compliance, not compensation-related selling pressure.

The cumulative disposal of 4,920 shares lowered direct holdings from 573,718 to 571,258, a small percentage change relative to the reported position. The two execution prices were $149.63 and $143.87, reflecting intra-week selling prices.

Because the seller is the CFO and the stated reason is tax withholding for RSUs, these transactions are most consistent with routine settlement mechanics; investors can watch subsequent Form 4 filings for any change in pattern over the coming quarters.

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^*

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)
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)		2,460	D	$149.63	573,718	D
Ordinary Shares	10/05/2025		F(1)		2,460	D	$143.87	571,258	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	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 did the CRDO Form 4 filed for Daniel W. Fleming report?

The Form 4 reported two disposals of ordinary shares: 2,460 shares on 10/02/2025 at $149.63 and 2,460 shares on 10/05/2025 at $143.87.

Why were the CRDO shares sold by the CFO?

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

How many CRDO shares does the CFO directly own after the reported transactions?

Following the transactions, the CFO's direct beneficial ownership was reported as 571,258 shares.

When were the transactions and when was the Form 4 signed?

The transactions occurred on 10/02/2025 and 10/05/2025, and the Form 4 was signed by an attorney-in-fact on 10/06/2025.

Do these Form 4 disclosures indicate insider trading concerns?

The filing provides a specific, non‑accusatory reason—tax withholding for RSUs—which is a routine settlement mechanism; no allegation of misconduct is stated.