Credo Technology (CRDO) CFO logs RSU tax share withholding on Form 4

Rhea-AI Filing Summary

Credo Technology Group Holding Ltd Chief Financial Officer Daniel W. Fleming reported routine share withholding related to equity compensation. On January 2, 2026, 1,590 ordinary shares were withheld at $143.22 per share, and on January 5, 2026, a further 2,348 ordinary shares were withheld at $140.24 per share. According to the footnote, these shares were withheld by the company to cover tax obligations arising from the vesting and settlement of RSUs. Following these transactions, Fleming directly held 454,740 ordinary shares of Credo.

Insights

Equity compensation analyst

Routine RSU tax withholding; CFO retains a large share position.

The disclosure shows Daniel W. Fleming, Chief Financial Officer of Credo Technology Group Holding Ltd, reporting two Form 4 transactions coded "F" in ordinary shares. Code F indicates shares withheld by the issuer, and the footnote states they were used to satisfy tax withholding tied to RSU vesting and settlement, rather than open-market sales.

On January 2, 2026, 1,590 ordinary shares were withheld at $143.22 per share, and on January 5, 2026, another 2,348 ordinary shares were withheld at $140.24 per share. After these transactions, Fleming directly owned 454,740 ordinary shares, indicating he continues to hold a substantial stake even after covering tax obligations via share withholding.

This type of transaction is a common administrative outcome of RSU vesting and does not by itself signal a discretionary decision to reduce ownership. Future equity award vesting events and related Form 4 filings will provide additional visibility into ongoing compensation-related share movements.

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

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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^*

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)
01/02/2026

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	01/02/2026		F(1)		1,590	D	$143.22	457,088	D
Ordinary Shares	01/05/2026		F(1)		2,348	D	$140.24	454,740	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	01/06/2026
	** 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

Who is the reporting insider in the Credo (CRDO) Form 4 filing?

The reporting insider is Daniel W. Fleming, who serves as Chief Financial Officer of Credo Technology Group Holding Ltd. The Form 4 indicates he is an officer, not a director or 10% owner.

What transactions did Credo (CRDO) disclose in this Form 4?

The Form 4 reports two transactions in ordinary shares coded "F". On January 2, 2026, 1,590 shares were withheld at $143.22 per share, and on January 5, 2026, 2,348 shares were withheld at $140.24 per share.

What does transaction code "F" mean in the Credo (CRDO) Form 4?

Transaction code "F" indicates that shares were withheld by the issuer to satisfy tax withholding obligations. The footnote clarifies these withholdings were in connection with the vesting and settlement of RSUs, not open-market sales.

How many Credo (CRDO) shares does the CFO own after the reported transactions?

After the reported withholding transactions, Chief Financial Officer Daniel W. Fleming directly owned 454,740 ordinary shares of Credo Technology Group Holding Ltd.

Were any derivative securities reported in this Credo (CRDO) Form 4?

The Form 4 includes a section for derivative securities, but no derivative transactions (such as options or warrants) are listed in the provided table. The transactions disclosed relate only to ordinary shares.

Why were Credo (CRDO) shares withheld from the CFO in this Form 4?

The footnote explains that the reported shares represent shares withheld by the issuer to satisfy tax withholding obligations arising from the vesting and settlement of RSUs granted to Chief Financial Officer Daniel W. Fleming.