Credo CFO Reports 112,580-Share Sale Under 10b5-1 Plan

Rhea-AI Filing Summary

The Chief Financial Officer, Daniel W. Fleming, reported three open-market sales of Credo Technology Group Holding Ltd (CRDO) stock executed on 10/08/2025 under a Rule 10b5-1 trading plan adopted on 06/19/2025. The filings show a total of 112,580 ordinary shares sold in multiple executions at weighted average prices of $137.8361, $138.6003, and $139.4195, reducing reported beneficial holdings sequentially to 507,082, 463,196, and 458,678 shares after each sale. The Form 4 is signed by an attorney-in-fact and includes explanations that each reported price is a weighted average of multiple trade prices and that full trade details will be provided upon request.

Positive

• Sales executed under a documented Rule 10b5-1 plan, which provides an affirmative defense and transparency about intent
• Weighted average prices disclosed with explicit ranges and an offer to provide full trade details on request

Negative

• Total insider sales of 112,580 shares on 10/08/2025 reduced reported beneficial ownership to 458,678 shares
• Multiple sequential reductions in holdings (to 507,082, then 463,196, then 458,678), which materially lower the CFO's reported stake

Insights

Corporate Governance Analyst

CFO executed planned, multiple open-market sales under a Rule 10b5-1 plan.

The report documents that Daniel W. Fleming used a Rule 10b5-1 plan adopted on 06/19/2025 to sell a total of 112,580 ordinary shares on 10/08/2025. The 10b5-1 plan disclosure signals the sales were pre-arranged and intended to provide an affirmative defense to insider trading claims.

Continued reliance on a documented trading plan reduces governance concern over opportunistic timing but investors may monitor subsequent Form 4 filings to see whether planned sales materially change executive ownership over the next 6–12 months.

Insider Transactions / Compliance Specialist

Sales executed in multiple trades with weighted average prices disclosed; detailed trade breakdown available on request.

The Form 4 reports three separate sale groupings with weighted average prices of $137.8361, $138.6003, and $139.4195, and discloses that individual trade prices ranged within specified brackets. The filer affirms willingness to provide full execution details to regulators or security holders.

Compliance teams and investors can request the per-trade data for precise trade timing analysis; any material deviation from planned parameters would surface in follow-up filings or voluntary disclosures within weeks.

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)
10/08/2025

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	10/08/2025		S(1)		64,176	D	$137.8361(2)	507,082	D
Ordinary Shares	10/08/2025		S(1)		43,886	D	$138.6003(3)	463,196	D
Ordinary Shares	10/08/2025		S(1)		4,518	D	$139.4195(4)	458,678	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 June 19, 2025.

2. This transaction was executed in multiple trades at prices ranging from $137.21 to $138.20. 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.

3. This transaction was executed in multiple trades at prices ranging from $138.21 to $139.20. 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.

4. This transaction was executed in multiple trades at prices ranging from $139.22 to $139.55. 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	10/10/2025
	** 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 on the Form 4 filed 10/10/2025?

He sold a total of 112,580 ordinary shares in three groups on 10/08/2025 under a Rule 10b5-1 plan.

At what prices were the CRDO shares sold by the CFO?

The filings report weighted average sale prices of $137.8361, $138.6003, and $139.4195. Individual trades occurred within disclosed ranges.

Was the sale part of a pre-arranged trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 06/19/2025.

How much did the CFO own after the reported transactions?

Reported beneficial ownership after the sales was sequentially 507,082, 463,196, and 458,678 shares following each reported sale group.

Can investors obtain the per-trade execution details?

Yes. The reporting person states they will provide full information on the number of shares and exact prices upon request to the SEC staff, the issuer, or a security holder.