Credo Technology (CRDO)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-01-29 10b5-1 Pre-arranged Plan: Yes --- 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: 2026-01-29 | Code: S (Open market sale) Shares: -1,171 | Price: $123.76 Total Value: $144,921.91 Shares Owned After: 269,470 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F2] This transaction was executed in multiple trades at prices ranging from $123.35 to $124.33. 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: 2026-01-29 | Code: S (Open market sale) Shares: -1,094 | Price: $124.85 Total Value: $136,581.96 Shares Owned After: 268,376 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F3] This transaction was executed in multiple trades at prices ranging from $124.36 to $125.35. 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: 2026-01-29 | Code: S (Open market sale) Shares: -3,270 | Price: $126.01 Total Value: $412,067.09 Shares Owned After: 265,106 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F4] This transaction was executed in multiple trades at prices ranging from $125.37 to $126.34. 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: 2026-01-29 | Code: S (Open market sale) Shares: -5,444 | Price: $126.84 Total Value: $690,501.72 Shares Owned After: 259,662 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F5] This transaction was executed in multiple trades at prices ranging from $126.35 to $127.34. 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: 2026-01-29 | Code: S (Open market sale) Shares: -2,448 | Price: $127.71 Total Value: $312,642.16 Shares Owned After: 257,214 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F6] This transaction was executed in multiple trades at prices ranging from $127.35 to $128.27. 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: 2026-01-29 | Code: S (Open market sale) Shares: -1,010 | Price: $129.11 Total Value: $130,398.07 Shares Owned After: 256,204 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F7] This transaction was executed in multiple trades at prices ranging from $128.53 to $129.27. 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: 2026-01-29 | Code: S (Open market sale) Shares: -143 | Price: $129.64 Total Value: $18,539.18 Shares Owned After: 256,061 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F8] This transaction was executed in multiple trades at prices ranging from $129.36 to $130.26. 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: 2026-01-29 | Code: S (Open market sale) Shares: -504 | Price: $130.84 Total Value: $65,942.35 Shares Owned After: 255,557 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F9] This transaction was executed in multiple trades at prices ranging from $130.49 to $131.28. 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: 2026-01-29 | Code: S (Open market sale) Shares: -1,219 | Price: $131.84 Total Value: $160,712.59 Shares Owned After: 254,338 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F10] This transaction was executed in multiple trades at prices ranging from $131.36 to $132.34. 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: 2026-01-29 | Code: S (Open market sale) Shares: -1,132 | Price: $132.76 Total Value: $150,284.09 Shares Owned After: 253,206 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F11] This transaction was executed in multiple trades at prices ranging from $132.38 to $133.30. 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: 2026-01-29 | Code: S (Open market sale) Shares: -420 | Price: $133.79 Total Value: $56,192.01 Shares Owned After: 252,786 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F12] This transaction was executed in multiple trades at prices ranging from $133.35 to $134.33. 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: 2026-01-29 | Code: S (Open market sale) Shares: -161 | Price: $134.57 Total Value: $21,665.38 Shares Owned After: 252,625 | Ownership: D (Direct) Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F13] This transaction was executed in multiple trades at prices ranging from $134.36 to $134.78. 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 #13] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -2,946 | Price: $123.81 Total Value: $364,750.45 Shares Owned After: 1,879,556 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F2] This transaction was executed in multiple trades at prices ranging from $123.35 to $124.33. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #14] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -3,144 | Price: $124.84 Total Value: $392,510.16 Shares Owned After: 1,876,412 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F3] This transaction was executed in multiple trades at prices ranging from $124.36 to $125.35. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #15] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -9,277 | Price: $126.01 Total Value: $1,169,021.67 Shares Owned After: 1,867,135 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F4] This transaction was executed in multiple trades at prices ranging from $125.37 to $126.34. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #16] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -15,217 | Price: $126.83 Total Value: $1,930,016.24 Shares Owned After: 1,851,918 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F5] This transaction was executed in multiple trades at prices ranging from $126.35 to $127.34. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #17] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -6,091 | Price: $127.71 Total Value: $777,904.76 Shares Owned After: 1,845,827 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F6] This transaction was executed in multiple trades at prices ranging from $127.35 to $128.27. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #18] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -3,702 | Price: $129.00 Total Value: $477,570.22 Shares Owned After: 1,842,125 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F7] This transaction was executed in multiple trades at prices ranging from $128.53 to $129.27. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #19] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -378 | Price: $129.64 Total Value: $49,004.49 Shares Owned After: 1,841,747 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F8] This transaction was executed in multiple trades at prices ranging from $129.36 to $130.26. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #20] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -1,356 | Price: $130.84 Total Value: $177,413.48 Shares Owned After: 1,840,391 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F9] This transaction was executed in multiple trades at prices ranging from $130.49 to $131.28. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #21] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -3,280 | Price: $131.84 Total Value: $432,433.56 Shares Owned After: 1,837,111 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F10] This transaction was executed in multiple trades at prices ranging from $131.36 to $132.34. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #22] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -3,046 | Price: $132.76 Total Value: $404,384.22 Shares Owned After: 1,834,065 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F11] This transaction was executed in multiple trades at prices ranging from $132.38 to $133.30. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #23] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -1,128 | Price: $133.79 Total Value: $150,915.01 Shares Owned After: 1,832,937 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F12] This transaction was executed in multiple trades at prices ranging from $133.35 to $134.33. 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] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. [Transaction #24] Security: Ordinary Shares Date: 2026-01-29 | Code: S (Open market sale) Shares: -435 | Price: $134.57 Total Value: $58,536.47 Shares Owned After: 1,832,502 | Ownership: I (Indirect) | Nature: The Brennan Family Trust, DTD 09/06/2002 Footnotes: [F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. [F13] This transaction was executed in multiple trades at prices ranging from $134.36 to $134.78. 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. [F14] The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. --- Footnotes (Complete Index) --- F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025. F10: This transaction was executed in multiple trades at prices ranging from $131.36 to $132.34. 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 $132.38 to $133.30. 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 $133.35 to $134.33. 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 $134.36 to $134.78. 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. F14: The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. F2: This transaction was executed in multiple trades at prices ranging from $123.35 to $124.33. 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. F3: This transaction was executed in multiple trades at prices ranging from $124.36 to $125.35. 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 $125.37 to $126.34. 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 $126.35 to $127.34. 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 $127.35 to $128.27. 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 $128.53 to $129.27. 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 $129.36 to $130.26. 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 $130.49 to $131.28. 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 (2026-02-02)