Credo (CRDO) CEO share withholding of 6,149 RSUs reported on Form 4

Rhea-AI Filing Summary

Credo Technology Group Holding Ltd director and CEO William Brennan reported a Form 4 disclosing a sale of 6,149 ordinary shares on 09/01/2025 at a price of $123.06 per share. After the reported disposition, Mr. Brennan directly beneficially owns 387,189 shares. He also reports indirect beneficial ownership of 2,061,978 shares through The Brennan Family Trust, dated 09/06/2002, which he largely disclaims except for his pecuniary interest. The filing explains the 6,149-share reduction represents shares withheld by the issuer to satisfy tax withholding on vested RSUs. The form was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transparency: Filing clearly discloses the transaction date, price, and that the sale was for tax withholding on RSUs rather than an open-market disposition.
• Substantial retained ownership: Reporting person retains 387,189 direct shares plus 2,061,978 indirect shares via a family trust, indicating ongoing alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director/CEO sold a modest block of shares to cover RSU tax withholding; maintains substantial direct and indirect ownership.

The 6,149-share disposition at $123.06 is identified as a withholding event tied to RSU vesting rather than an open-market sale, which typically indicates a tax-related transfer. Post-transaction direct ownership of 387,189 shares plus indirect trust holdings of 2,061,978 shares show concentrated insider ownership, preserving alignment with shareholders. No derivatives or additional transactions are reported. Materiality is limited given the sale purpose and retained ownership levels.

Corporate Governance Expert

TL;DR: Transaction appears routine for compensatory equity settlement; disclosure is complete and clarifies trust interests.

The filing explicitly states shares were withheld to satisfy tax withholding on RSU settlement, and the reporting person disclaims beneficial ownership of trust-held shares except for pecuniary interest. This transparency is consistent with standard Section 16 reporting. There are no indications of unexpected disposition or leadership change. The signature by attorney-in-fact is noted and acceptable when authorized.

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
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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^*

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)
09/01/2025

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)		6,149	D	$123.06	387,189	D
Ordinary Shares								2,061,978	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	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 transaction did William Brennan report on Form 4 for CRDO?

The Form 4 reports a disposition of 6,149 ordinary shares on 09/01/2025 at $123.06 per share.

Why were the 6,149 shares disposed according to the filing?

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

How many CRDO shares does William Brennan beneficially own after the transaction?

After the reported transaction he directly beneficially owns 387,189 shares, and indirectly beneficially owns 2,061,978 shares through The Brennan Family Trust.

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

The reporting person disclaims beneficial ownership of the trust shares except to the extent of his pecuniary interest, as stated in the filing.

Was the Form 4 signed by the reporting person?

The document was signed by James Laufman, attorney-in-fact on behalf of the reporting person on 09/03/2025.