Credo (CRDO) insider shift: 125,000-share trust transfer, routine RSU tax

Rhea-AI Filing Summary

Form 4 filing overview for Credo Technology Group Holding Ltd (CRDO)

Chief Operating Officer and Director Lam Yat Tung reported two transactions dated 5 July 2025 and 7 July 2025:

• 3,174 ordinary shares were withheld (Code F) by the company at an average price of $93.61 to cover tax on vested RSUs.
• 125,000 ordinary shares were gifted (Code G) from Lam’s direct holdings to the EZ Trust, a spousal lifetime access trust. No consideration was exchanged (price $0).

Post-transaction ownership:

• Direct: 2,631,577 shares
• Indirect: 125,000 shares via EZ Trust; 1,000,000 shares via Zhan BVI Co Ltd
• Total reported beneficial ownership: 3,756,577 shares (subject to disclaimers on indirect holdings)

The filing reflects internal reallocation of existing holdings and routine tax withholding rather than an open-market sale or purchase. There is no cash disposition and no change to aggregate economic exposure for the insider, so limited immediate market impact is expected.

Insights

Securities Analyst

TL;DR: Insider shifted 125k shares to spouse trust; tax withholding of 3,174 shares—no material cash sale, neutral impact.

The COO’s Form 4 shows only administrative movements. Code F withholding is customary for RSU vesting. The Code G transfer is a gift into a family trust, leaving overall ownership effectively unchanged. No open-market activity, no price implications, and the insider still controls roughly 3.8 million shares. From a trading perspective, this does not signal bullish or bearish sentiment and should be considered neutral.

Corporate Governance Specialist

TL;DR: Estate-planning gift and tax settlement; no governance red flags detected.

The gifting of shares to a spousal lifetime access trust is a standard estate-planning maneuver that maintains alignment between management and shareholders. The filer properly disclosed indirect holdings and disclaimed beneficial ownership where appropriate, meeting Section 16 requirements. There is no suggestion of intent to divest economically significant equity. Overall governance impact is minimal.

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^*

Lam Yat Tung

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2025

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	07/05/2025		F(1)		3,174	D	$93.61	2,756,577	D
Ordinary Shares	07/07/2025		G(2)		125,000	D	$0	2,631,577	D
Ordinary Shares	07/07/2025		G(2)		125,000	A	$0	125,000	I	By EZ Trust(3)
Ordinary Shares								1,000,000	I	By Zhan BVI Co Ltd(4)

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. Represents a gift of 125,000 ordinary shares, for no consideration, to the EZ Trust, a spousal lifetime access trust of which the Reporting Person's spouse is trustee.

3. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any interest therein.

4. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.

Remarks:

	/s/ James Laufman, attorney-in-fact	07/08/2025
	** 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

How many Credo (CRDO) shares did the COO dispose of in this Form 4?

He disposed of 3,174 shares for tax withholding and 125,000 shares as a gift, totaling 128,174 shares removed from direct ownership.

Did Lam Yat Tung sell any CRDO shares for cash?

No. The 3,174 shares were withheld for taxes and the 125,000-share transfer was a gift with $0 consideration.

What is Lam Yat Tung’s total reported CRDO ownership after the transactions?

He reports 3,756,577 shares in aggregate: 2,631,577 direct and 1,125,000 indirect (via EZ Trust and Zhan BVI Co Ltd).

Does the gift to EZ Trust affect shareholder dilution?

No. Shares remain outstanding; only beneficial ownership classification changes. There is no dilution or new issuance.

Is this Form 4 filing likely to impact CRDO’s stock price?

Unlikely. The transactions are internal transfers without cash sales, signaling neutral market impact.