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Credo Technology Group (CRDO) CEO exercises 50K PSUs, 25,824 shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Credo Technology Group Holding Ltd’s President and CEO William Joseph Brennan exercised derivative awards and had shares withheld to cover taxes. On June 30, 2026, he exercised 50,000 Performance-Based Restricted Stock Units (PSUs) into Ordinary Shares and 19,675 of those shares were withheld at $271.95 per share to satisfy tax obligations.

On July 1, 2026, an additional 6,149 Ordinary Shares were withheld at $259.09 per share for tax withholding, leaving him with 372,629 Ordinary Shares held directly. A separate holding entry shows 1,767,502 Ordinary Shares held indirectly through The Brennan Family Trust, DTD 09/06/2002, for which he disclaims beneficial ownership except to the extent of his pecuniary interest. Footnotes also note that each PSU represents a right to one Ordinary Share upon achieving a $116 stock price hurdle on each of June 30, 2026, June 30, 2027 and June 30, 2028, and that his reported holdings include an acquisition of 801 shares under the employee stock purchase plan.

Positive

  • None.

Negative

  • None.
Insider Brennan William Joseph
Role Pres & Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Ordinary Shares 6,149 $259.09 $1.59M
Exercise Performance-Based Restricted Stock Units 50,000 $0.00 --
Exercise Ordinary Shares 50,000 $0.00 --
Tax Withholding Ordinary Shares 19,675 $271.95 $5.35M
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 372,629 shares (Direct, null); Performance-Based Restricted Stock Units — 150,000 shares (Direct, null); Ordinary Shares — 1,767,502 shares (Indirect, The Brennan Family Trust, DTD 09/06/2002)
Footnotes (1)
  1. Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer upon the achievement of a $116 stock price hurdle performance condition as measured on each of June 30, 2026, June 30, 2027 and June 30, 2028. The number of securities reported includes the acquisition on June 30, 2026 of 801 shares of the Issuer's common stock pursuant to the Issuer's employee stock purchase plan for the purchase period of January 1, 2026 through July 1, 2026. In accordance with the Issuer's employee stock purchase plan, these shares were purchased based on 85% of the grant date fair market value of a share on July 1, 2024. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
PSUs exercised 50,000 units Performance-Based Restricted Stock Units converted to Ordinary Shares on June 30, 2026
Shares withheld for taxes (total) 25,824 shares Tax withholding related to PSU and RSU vesting on June 30 and July 1, 2026
Tax withholding price 1 $271.95 per share Price used for 19,675 withheld Ordinary Shares on June 30, 2026
Tax withholding price 2 $259.09 per share Price used for 6,149 withheld Ordinary Shares on July 1, 2026
Direct holdings after July 1, 2026 372,629 shares Ordinary Shares held directly following the July 1, 2026 tax withholding
Indirect trust holdings 1,767,502 shares Ordinary Shares held by The Brennan Family Trust, DTD 09/06/2002
Remaining PSUs 150,000 units Performance-Based Restricted Stock Units remaining after the 50,000-unit exercise
Stock price hurdle $116 per share PSU performance condition measured on June 30, 2026, 2027 and 2028
Performance-Based Restricted Stock Unit financial
"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer..."
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
employee stock purchase plan financial
"The number of securities reported includes the acquisition on June 30, 2026 of 801 shares... pursuant to the Issuer's employee stock purchase plan..."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
tax withholding obligations financial
"Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs."
RSUs financial
"Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs."
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein."
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Brennan William Joseph

(Last)(First)(Middle)
110 RIO ROBLES

(Street)
SAN JOSE CALIFORNIA 95134

(City)(State)(Zip)

UNITED STATES

(Country)
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Pres & Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Shares06/30/2026M50,000A(1)398,453(2)D
Ordinary Shares06/30/2026F(3)19,675D$271.95378,778D
Ordinary Shares07/01/2026F(4)6,149D$259.09372,629D
Ordinary Shares1,767,502IThe Brennan Family Trust, DTD 09/06/2002(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Units(1)06/30/2026M50,000 (1) (1)Ordinary Shares50,000(1)150,000D
Explanation of Responses:
1. Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer upon the achievement of a $116 stock price hurdle performance condition as measured on each of June 30, 2026, June 30, 2027 and June 30, 2028.
2. The number of securities reported includes the acquisition on June 30, 2026 of 801 shares of the Issuer's common stock pursuant to the Issuer's employee stock purchase plan for the purchase period of January 1, 2026 through July 1, 2026. In accordance with the Issuer's employee stock purchase plan, these shares were purchased based on 85% of the grant date fair market value of a share on July 1, 2024.
3. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs.
4. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.
5. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Remarks:
/s/ James Laufman, attorney-in-fact07/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Credo (CRDO) CEO William Brennan report?

William Brennan reported exercising 50,000 Performance-Based Restricted Stock Units into Ordinary Shares, with a total of 25,824 shares withheld to satisfy tax obligations. These are compensation-related events rather than open-market purchases or sales, and he retains substantial direct and indirect share holdings.

How many Credo (CRDO) shares does William Brennan hold directly after these transactions?

After the reported transactions, William Brennan holds 372,629 Ordinary Shares directly. This figure reflects the impact of shares withheld for tax obligations in connection with PSU and RSU vesting and settlement, as described in the filing’s transaction table and related footnotes.

What indirect Credo (CRDO) share holdings are associated with The Brennan Family Trust?

An entry shows 1,767,502 Ordinary Shares held indirectly through The Brennan Family Trust, DTD 09/06/2002. Brennan disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, indicating they are legally held by the trust rather than personally.

How many Credo (CRDO) shares were withheld for William Brennan’s tax obligations?

A total of 25,824 Ordinary Shares were withheld to satisfy tax obligations: 19,675 shares on June 30, 2026 at $271.95 per share and 6,149 shares on July 1, 2026 at $259.09 per share. These are non-market dispositions used for tax payments.

What are William Brennan’s performance-based restricted stock units (PSUs) at Credo (CRDO)?

Each Performance-Based Restricted Stock Unit represents a contingent right to receive one Ordinary Share if a $116 stock price hurdle is achieved on June 30, 2026, June 30, 2027 and June 30, 2028. The filing shows a 50,000-unit exercise and 150,000 PSUs remaining afterward.

Did William Brennan acquire any Credo (CRDO) shares through an employee stock purchase plan?

Yes. A footnote states his reported holdings include acquisition of 801 shares under Credo’s employee stock purchase plan for the period January 1, 2026 through July 1, 2026, purchased at 85% of the grant date fair market value on July 1, 2024.