=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-05
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Credo Technology Group Holding Ltd (CRDO)
CIK: 0001807794
--- Reporting Owner ---
Name: Brennan William Joseph
CIK: 0001896237
Role: Director, Officer (Pres & Chief Executive Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -5,713 | Price: $206.40
Total Value: $1,179,180.91
Shares Owned After: 416,598 | Ownership: D (Direct)
Footnotes:
[F1] This transaction was executed in multiple trades at prices ranging from $206.05 to $207.03. 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 #2]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -2,231 | Price: $207.47
Total Value: $462,857.09
Shares Owned After: 414,367 | Ownership: D (Direct)
Footnotes:
[F2] This transaction was executed in multiple trades at prices ranging from $207.08 to $208.02. 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: 2026-06-05 | Code: S (Open market sale)
Shares: -2,813 | Price: $208.65
Total Value: $586,931.32
Shares Owned After: 411,554 | Ownership: D (Direct)
Footnotes:
[F3] This transaction was executed in multiple trades at prices ranging from $208.05 to $209.04. 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: 2026-06-05 | Code: S (Open market sale)
Shares: -2,719 | Price: $209.59
Total Value: $569,888.26
Shares Owned After: 408,835 | Ownership: D (Direct)
Footnotes:
[F4] This transaction was executed in multiple trades at prices ranging from $209.06 to $210.05. 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: 2026-06-05 | Code: S (Open market sale)
Shares: -2,685 | Price: $210.56
Total Value: $565,365.68
Shares Owned After: 406,150 | Ownership: D (Direct)
Footnotes:
[F5] This transaction was executed in multiple trades at prices ranging from $210.05 to $211.01. 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 #6]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -2,965 | Price: $211.51
Total Value: $627,125.67
Shares Owned After: 403,185 | Ownership: D (Direct)
Footnotes:
[F6] This transaction was executed in multiple trades at prices ranging from $211.06 to $212.04. 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: 2026-06-05 | Code: S (Open market sale)
Shares: -2,321 | Price: $212.45
Total Value: $493,104.57
Shares Owned After: 400,864 | Ownership: D (Direct)
Footnotes:
[F7] This transaction was executed in multiple trades at prices ranging from $212.05 to $213.04. 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: 2026-06-05 | Code: S (Open market sale)
Shares: -368 | Price: $213.42
Total Value: $78,537.49
Shares Owned After: 400,496 | Ownership: D (Direct)
Footnotes:
[F8] This transaction was executed in multiple trades at prices ranging from $213.09 to $213.88. 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 #9]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -475 | Price: $214.56
Total Value: $101,916.05
Shares Owned After: 400,021 | Ownership: D (Direct)
Footnotes:
[F9] This transaction was executed in multiple trades at prices ranging from $214.12 to $214.93. 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: 2026-06-05 | Code: S (Open market sale)
Shares: -586 | Price: $215.58
Total Value: $126,330.70
Shares Owned After: 399,435 | Ownership: D (Direct)
Footnotes:
[F10] This transaction was executed in multiple trades at prices ranging from $215.21 to $216.05. 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: 2026-06-05 | Code: S (Open market sale)
Shares: -544 | Price: $216.81
Total Value: $117,943.12
Shares Owned After: 398,891 | Ownership: D (Direct)
Footnotes:
[F11] This transaction was executed in multiple trades at prices ranging from $216.16 to $217.02. 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: 2026-06-05 | Code: S (Open market sale)
Shares: -1,984 | Price: $217.45
Total Value: $431,422.98
Shares Owned After: 396,907 | Ownership: D (Direct)
Footnotes:
[F12] This transaction was executed in multiple trades at prices ranging from $217.05 to $217.93. 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 #13]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -739 | Price: $218.41
Total Value: $161,403.51
Shares Owned After: 396,168 | Ownership: D (Direct)
Footnotes:
[F13] This transaction was executed in multiple trades at prices ranging from $218.06 to $218.68. 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 #14]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -2,045 | Price: $219.62
Total Value: $449,122.90
Shares Owned After: 394,123 | Ownership: D (Direct)
Footnotes:
[F14] This transaction was executed in multiple trades at prices ranging from $219.08 to $219.98. 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 #15]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -3,277 | Price: $220.61
Total Value: $722,937.33
Shares Owned After: 390,846 | Ownership: D (Direct)
Footnotes:
[F15] This transaction was executed in multiple trades at prices ranging from $220.06 to $221.03. 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 #16]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -2,909 | Price: $221.35
Total Value: $643,896.39
Shares Owned After: 387,937 | Ownership: D (Direct)
Footnotes:
[F16] This transaction was executed in multiple trades at prices ranging from $221.05 to $222.01. 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 #17]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -127 | Price: $222.67
Total Value: $28,278.96
Shares Owned After: 387,810 | Ownership: D (Direct)
Footnotes:
[F17] This transaction was executed in multiple trades at prices ranging from $222.32 to $222.81. 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 #18]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -1,392 | Price: $223.62
Total Value: $311,273.75
Shares Owned After: 386,418 | Ownership: D (Direct)
Footnotes:
[F18] This transaction was executed in multiple trades at prices ranging from $223.06 to $223.99. 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 #19]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -1,563 | Price: $224.60
Total Value: $351,057.61
Shares Owned After: 384,855 | Ownership: D (Direct)
Footnotes:
[F19] This transaction was executed in multiple trades at prices ranging from $224.09 to $225.01. 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 #20]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -2,223 | Price: $225.53
Total Value: $501,355.86
Shares Owned After: 382,632 | Ownership: D (Direct)
Footnotes:
[F20] This transaction was executed in multiple trades at prices ranging from $225.06 to $226.03. 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 #21]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -2,409 | Price: $226.62
Total Value: $545,921.32
Shares Owned After: 380,223 | Ownership: D (Direct)
Footnotes:
[F21] This transaction was executed in multiple trades at prices ranging from $226.06 to $227.04. 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 #22]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -2,158 | Price: $227.49
Total Value: $490,930.54
Shares Owned After: 378,065 | Ownership: D (Direct)
Footnotes:
[F22] This transaction was executed in multiple trades at prices ranging from $227.05 to $228.04. 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 #23]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -1,383 | Price: $228.45
Total Value: $315,948.56
Shares Owned After: 376,682 | Ownership: D (Direct)
Footnotes:
[F23] This transaction was executed in multiple trades at prices ranging from $228.07 to $229.03. 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 #24]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -1,704 | Price: $229.87
Total Value: $391,706.32
Shares Owned After: 374,978 | Ownership: D (Direct)
Footnotes:
[F24] This transaction was executed in multiple trades at prices ranging from $229.11 to $230.04. 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 #25]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -6,925 | Price: $230.36
Total Value: $1,595,265.85
Shares Owned After: 368,053 | Ownership: D (Direct)
Footnotes:
[F25] This transaction was executed in multiple trades at prices ranging from $230.05 to $230.94. 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.
[Transaction #26]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -566 | Price: $231.32
Total Value: $130,928.42
Shares Owned After: 367,487 | Ownership: D (Direct)
Footnotes:
[F26] This transaction was executed in multiple trades at prices ranging from $231.07 to $231.78. 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 #27]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -109 | Price: $232.47
Total Value: $25,338.90
Shares Owned After: 367,378 | Ownership: D (Direct)
Footnotes:
[F27] This transaction was executed in multiple trades at prices ranging from $232.20 to $233.05. 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 #28]
Security: Ordinary Shares
Date: 2026-06-05 | Code: S (Open market sale)
Shares: -51 | Price: $233.46
Total Value: $11,906.53
Shares Owned After: 367,327 | Ownership: D (Direct)
Footnotes:
[F28] This transaction was executed in multiple trades at prices ranging from $233.09 to $233.59. 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.
--- Holdings ---
[Holding #1]
Security: Ordinary Shares
Ownership: I (Indirect)
Footnotes:
[F29] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
--- Footnotes (Complete Index) ---
F1: This transaction was executed in multiple trades at prices ranging from $206.05 to $207.03. 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.
F10: This transaction was executed in multiple trades at prices ranging from $215.21 to $216.05. 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 $216.16 to $217.02. 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 $217.05 to $217.93. 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 $218.06 to $218.68. 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.
F14: This transaction was executed in multiple trades at prices ranging from $219.08 to $219.98. 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.
F15: This transaction was executed in multiple trades at prices ranging from $220.06 to $221.03. 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.
F16: This transaction was executed in multiple trades at prices ranging from $221.05 to $222.01. 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.
F17: This transaction was executed in multiple trades at prices ranging from $222.32 to $222.81. 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.
F18: This transaction was executed in multiple trades at prices ranging from $223.06 to $223.99. 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.
F19: This transaction was executed in multiple trades at prices ranging from $224.09 to $225.01. 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.
F2: This transaction was executed in multiple trades at prices ranging from $207.08 to $208.02. 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.
F20: This transaction was executed in multiple trades at prices ranging from $225.06 to $226.03. 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.
F21: This transaction was executed in multiple trades at prices ranging from $226.06 to $227.04. 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.
F22: This transaction was executed in multiple trades at prices ranging from $227.05 to $228.04. 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.
F23: This transaction was executed in multiple trades at prices ranging from $228.07 to $229.03. 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.
F24: This transaction was executed in multiple trades at prices ranging from $229.11 to $230.04. 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.
F25: This transaction was executed in multiple trades at prices ranging from $230.05 to $230.94. 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.
F26: This transaction was executed in multiple trades at prices ranging from $231.07 to $231.78. 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.
F27: This transaction was executed in multiple trades at prices ranging from $232.20 to $233.05. 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.
F28: This transaction was executed in multiple trades at prices ranging from $233.09 to $233.59. 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.
F29: The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F3: This transaction was executed in multiple trades at prices ranging from $208.05 to $209.04. 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 $209.06 to $210.05. 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 $210.05 to $211.01. 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 $211.06 to $212.04. 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 $212.05 to $213.04. 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 $213.09 to $213.88. 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.
F9: This transaction was executed in multiple trades at prices ranging from $214.12 to $214.93. 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 (2026-06-09)
