Credo (CRDO) Form 4: CFO Fleming Sells 3,790 Shares via 10b5-1 Plan

Rhea-AI Filing Summary

Daniel W. Fleming, Chief Financial Officer of Credo Technology Group Holding Ltd (CRDO), reported an insider sale. On 09/05/2025 he sold 3,790 ordinary shares under a Rule 10b5-1 trading plan at a weighted average price of $137.553 per share. After the sale he beneficially owns 576,178 shares, held directly. The filing states the 10b5-1 plan was adopted on July 1, 2024, and the reported sale was executed in multiple trades at prices ranging $137.15 to $138.05. The Form 4 was signed by an attorney-in-fact on 09/09/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-scheduled, compliant insider trading
• Reporting provides price range and weighted average ($137.15–$138.05; $137.553 average), enhancing transparency
• Significant residual ownership: 576,178 shares remain beneficially owned after the sale

Negative

• Insider sale disclosed—while routine, sales can be viewed negatively by some investors depending on context
• Form 4 filed by attorney-in-fact rather than signed directly by the reporting person (signed 09/09/2025)

Insights

Securities Analyst

TL;DR: A routine insider sale under a 10b5-1 plan; facts suggest orderly disposition, not necessarily a change in company fundamentals.

The reported transaction is a sale of 3,790 shares by the CFO pursuant to a pre-established Rule 10b5-1 trading plan, indicating the trades were pre-scheduled and executed across prices from $137.15 to $138.05 with a weighted average of $137.553. The post-transaction beneficial ownership remains sizable at 576,178 shares, showing continued alignment with shareholders. From a disclosure perspective this is compliant and typical for executives managing concentration risk or liquidity needs.

Corporate Governance Expert

TL;DR: The use of a 10b5-1 plan reduces appearance of opportunistic timing but requires transparency about plan adoption date.

The filing clearly states the 10b5-1 plan adoption date (July 1, 2024) and provides price range and weighted average for the executed trades, which supports transparency. The sale size (3,790 shares) is small relative to the remaining holding (576,178 shares), suggesting this is a routine disposition rather than a meaningful change in insider commitment. The signature by attorney-in-fact is properly indicated.

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).

X

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)
09/05/2025

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	09/05/2025		S(1)		3,790	D	$137.553(2)	576,178	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 July 1, 2024.

2. This transaction was executed in multiple trades at prices ranging from $137.15 to $138.05. 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	09/09/2025
	** 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 CRDO CFO Daniel W. Fleming sell according to the Form 4?

On 09/05/2025 he sold 3,790 ordinary shares of CRDO under a Rule 10b5-1 plan.

At what price were the shares sold in the Form 4 filing for CRDO?

The trades executed at prices ranging from $137.15 to $138.05 with a weighted average sale price of $137.553.

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

After the reported transactions the reporting person beneficially owns 576,178 shares (direct ownership).

Was the sale part of a 10b5-1 trading plan?

Yes. The Form 4 states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on July 1, 2024.

When was the Form 4 signed and by whom?

The Form 4 was signed by James Laufman, attorney-in-fact on 09/09/2025.