=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-10
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Credo Technology Group Holding Ltd (CRDO)
CIK: 0001807794
--- Reporting Owner ---
Name: Fleming Daniel W.
CIK: 0001896217
Role: Officer (Chief Financial Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Ordinary Shares
Date: 2026-06-10 | Code: F (Payment of exercise/tax)
Shares: -11,805 | Price: $237.68
Total Value: $2,805,812.40
Shares Owned After: 541,873 | Ownership: D (Direct)
Footnotes:
[F1] Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.
[Transaction #2]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -868 | Price: $242.50
Total Value: $210,492.52
Shares Owned After: 541,005 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F3] This transaction was executed in multiple trades at prices ranging from $242.02 to $242.88. 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.
[Transaction #3]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -1,151 | Price: $243.49
Total Value: $280,252.96
Shares Owned After: 539,854 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F4] This transaction was executed in multiple trades at prices ranging from $243.07 to $243.92. 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.
[Transaction #4]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -1,496 | Price: $244.56
Total Value: $365,868.79
Shares Owned After: 538,358 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F5] This transaction was executed in multiple trades at prices ranging from $244.03 to $245.01. 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.
[Transaction #5]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -564 | Price: $245.49
Total Value: $138,455.57
Shares Owned After: 537,794 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F6] This transaction was executed in multiple trades at prices ranging from $245.04 to $245.83. 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.
[Transaction #6]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -1,280 | Price: $246.49
Total Value: $315,506.30
Shares Owned After: 536,514 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F7] This transaction was executed in multiple trades at prices ranging from $246.19 to $247.01. 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.
[Transaction #7]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -1,265 | Price: $247.66
Total Value: $313,286.10
Shares Owned After: 535,249 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F8] This transaction was executed in multiple trades at prices ranging from $247.05 to $248.01. 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.
[Transaction #8]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -4,588 | Price: $248.51
Total Value: $1,140,168.01
Shares Owned After: 530,661 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F9] This transaction was executed in multiple trades at prices ranging from $248.03 to $249.00. 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.
[Transaction #9]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -6,745 | Price: $249.55
Total Value: $1,683,210.03
Shares Owned After: 523,916 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F10] This transaction was executed in multiple trades at prices ranging from $249.03 to $250.00. 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.
[Transaction #10]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -12,092 | Price: $250.31
Total Value: $3,026,738.85
Shares Owned After: 511,824 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F11] This transaction was executed in multiple trades at prices ranging from $250.02 to $251.01. 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.
[Transaction #11]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -6,984 | Price: $251.51
Total Value: $1,756,520.70
Shares Owned After: 504,840 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F12] This transaction was executed in multiple trades at prices ranging from $251.02 to $252.01. 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.
[Transaction #12]
Security: Ordinary Shares
Date: 2026-06-11 | Code: S (Open market sale)
Shares: -2,967 | Price: $252.37
Total Value: $748,782.09
Shares Owned After: 501,873 | Ownership: D (Direct)
Footnotes:
[F2] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
[F13] This transaction was executed in multiple trades at prices ranging from $252.03 to $252.97. 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.
--- Footnotes (Complete Index) ---
F1: Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.
F10: This transaction was executed in multiple trades at prices ranging from $249.03 to $250.00. 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.
F11: This transaction was executed in multiple trades at prices ranging from $250.02 to $251.01. 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.
F12: This transaction was executed in multiple trades at prices ranging from $251.02 to $252.01. 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.
F13: This transaction was executed in multiple trades at prices ranging from $252.03 to $252.97. 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.
F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 12, 2026.
F3: This transaction was executed in multiple trades at prices ranging from $242.02 to $242.88. 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.
F4: This transaction was executed in multiple trades at prices ranging from $243.07 to $243.92. 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.
F5: This transaction was executed in multiple trades at prices ranging from $244.03 to $245.01. 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.
F6: This transaction was executed in multiple trades at prices ranging from $245.04 to $245.83. 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.
F7: This transaction was executed in multiple trades at prices ranging from $246.19 to $247.01. 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.
F8: This transaction was executed in multiple trades at prices ranging from $247.05 to $248.01. 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.
F9: This transaction was executed in multiple trades at prices ranging from $248.03 to $249.00. 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.
--- Signature ---
/s/ /s/ James Laufman, attorney-in-fact (2026-06-15)
