Credo (CRDO) Director/CTO sells 114K shares via 10b5-1 plan; large trust stake remains

Rhea-AI Filing Summary

Cheng Chi Fung, listed as Director and Chief Technology Officer of Credo Technology Group Holding Ltd (CRDO), reported multiple sales of ordinary shares executed on 09/22/2025 under a Rule 10b5-1 trading plan adopted by the Cheng Huang Family Trust on 09/06/2024. The Form 4 records aggregated disposals of 114,430 ordinary shares in multiple transactions at weighted-average prices shown per tranche, with individual tranche averages ranging from about $160.71 to $175.52. After these sales the reporting person (indirectly through the Cheng Huang Family Trust) is shown as beneficially owning approximately 6,943,961 ordinary shares. The filings state the trust structure (trustees and beneficiaries) and include an undertaking to provide transaction-level price and share details on request. The form is signed by attorney-in-fact James Laufman on 09/24/2025.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating pre-planned transactions rather than opportunistic ad hoc trades
• Reporting shows continued substantial indirect ownership via the Cheng Huang Family Trust of approximately 6,943,961 ordinary shares
• Disclosure includes an undertaking to provide full transaction-level details (number of shares and prices) on request

Negative

• Insider disposals total 114,430 ordinary shares, a measurable reduction in holdings executed on 09/22/2025
• Reporting person is both a Director and CTO, so material insider selling by a senior officer may attract investor scrutiny

Insights

Financial Analyst

TL;DR: Insiders sold 114,430 CRDO shares under a pre-established 10b5-1 plan; ownership remains material at ~6.94M shares.

The disclosed sales on 09/22/2025 were executed pursuant to a Rule 10b5-1 plan, indicating they were pre-planned trades rather than ad hoc dispositions. The total disposed position reported is 114,430 shares across multiple tranches with weighted-average prices reported per tranche between approximately $160.71 and $175.52. Post-transaction indirect ownership via the Cheng Huang Family Trust is approx. 6.94 million shares, indicating continued substantial alignment with shareholders. For investors, the material fact is the combination of planned selling activity and retained large ownership, which limits immediate dilution concerns but does signal liquidity-taking by significant insiders.

Corporate Governance Expert

TL;DR: Sales were executed under a trust-held 10b5-1 plan; disclosure appropriately describes trust relationship and offers transaction detail on request.

The Form 4 clearly identifies the reporting person as trustee of the Cheng Huang Family Trust and discloses indirect beneficial ownership and the trust beneficiaries. The statement that the trades were effected pursuant to a 10b5-1 plan adopted on 09/06/2024 and the undertaking to provide detailed trade-level information on request align with good disclosure practice. No exercise of options or derivative activity is reported; all entries are non-derivative sales. From a governance standpoint, the filing provides the necessary transparency about the plan and the remaining significant indirect stake.

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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OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

Cheng Chi Fung

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		S(1)		1,781	D	$160.7108(2)	6,997,180	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		2,847	D	$161.8446(4)	6,994,333	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		16,356	D	$162.7954(5)	6,977,977	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		14,611	D	$163.7252(6)	6,963,366	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		2,700	D	$164.5379(7)	6,960,666	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		1,000	D	$165.5742(8)	6,959,666	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		2,011	D	$167.2629(9)	6,957,655	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		4,431	D	$168.2232(10)	6,953,224	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		3,269	D	$169.1634(11)	6,949,955	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		2,200	D	$170.135(12)	6,947,755	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		1,799	D	$171.1896(13)	6,945,956	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		900	D	$171.89(14)	6,945,056	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		495	D	$173.2116(15)	6,944,561	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		300	D	$174.3567(16)	6,944,261	I	Cheng Huang Family Trust(3)
Ordinary Shares	09/22/2025		S(1)		300	D	$175.52(17)	6,943,961	I	Cheng Huang Family Trust(3)
Ordinary Shares								114,430	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 Cheng Huang Family Trust on September 6, 2024.

2. This transaction was executed in multiple trades at prices ranging from $160.15 to $161.14. 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. Represents ordinary shares held by the Cheng Huang Family Trust of which the Reporting Person and his spouse are trustees and the Reporting Person, his spouse and their children are beneficiaries. The Reporting Person disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein. The full name of the trust is the Cheng Huang Family Trust U/T/A DTD 12/22/2003.

4. This transaction was executed in multiple trades at prices ranging from $161.18 to $162.17. 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.

5. This transaction was executed in multiple trades at prices ranging from $162.20 to $163.19. 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.

6. This transaction was executed in multiple trades at prices ranging from $163.20 to $164.19. 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.

7. This transaction was executed in multiple trades at prices ranging from $164.21 to $165.20. 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.

8. This transaction was executed in multiple trades at prices ranging from $165.22 to $165.94. 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.

9. This transaction was executed in multiple trades at prices ranging from $166.66 to $167.64. 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.

10. This transaction was executed in multiple trades at prices ranging from $167.68 to $168.66. 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.

11. This transaction was executed in multiple trades at prices ranging from $168.68 to $169.64. 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.

12. This transaction was executed in multiple trades at prices ranging from $169.68 to $170.66. 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.

13. This transaction was executed in multiple trades at prices ranging from $170.68 to $171.53. 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.

14. This transaction was executed in multiple trades at prices ranging from $171.68 to $172.07. 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.

15. This transaction was executed in multiple trades at prices ranging from $172.69 to $173.50. 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.

16. This transaction was executed in multiple trades at prices ranging from $174.05 to $174.96. 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.

17. This transaction was executed in multiple trades at prices ranging from $175.05 to $175.79. 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	09/24/2025
	** 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 transactions did Cheng Chi Fung report on Form 4 for CRDO?

The Form 4 reports multiple non-derivative sales executed on 09/22/2025 totaling 114,430 ordinary shares under a 10b5-1 plan.

Were the sales made under a pre-established trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Cheng Huang Family Trust on 09/06/2024.

How many CRDO shares does the reporting person beneficially own after these transactions?

After the reported sales the Form 4 shows indirect beneficial ownership of approximately 6,943,961 ordinary shares via the Cheng Huang Family Trust.

What price range were the shares sold at?

The tranche-weighted average prices reported range by tranche from about $160.71 to $175.52, with underlying execution ranges provided in the explanations.

Who signed the Form 4 filing?

The filing is signed by James Laufman, attorney-in-fact, on behalf of the reporting person, dated 09/24/2025.