SEC Form 4 · accession 0001628280-26-046870
Credo Technology Group Holding Ltd · CRDO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Joseph Brennan
Officer — Pres & Chief Executive Officer · Director
Period of report
Jun 30, 2026
Accepted (ET)
Jul 2, 2026 · 4:04 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001807794
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Jun 30, 2026 | M | 50,000 | — | A | 398,453 | D | |
| Ordinary Shares | Jun 30, 2026 | F | 19,675 | $271.95 | D | 378,778 | D | |
| Ordinary Shares | Jul 1, 2026 | F | 6,149 | $259.09 | D | 372,629 | D | |
| Ordinary SharesF5 | holding | — | — | — | 1,767,502 | I | The Brennan Family Trust, DTD 09/06/2002 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF1 | — | Jun 30, 2026 | M | 50,000 | D | — | — | Ordinary Shares | 50,000 | 150,000 | D |
Explanation of responses
- F1Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer upon the achievement of a $116 stock price hurdle performance condition as measured on each of June 30, 2026, June 30, 2027 and June 30, 2028.
- F2The number of securities reported includes the acquisition on June 30, 2026 of 801 shares of the Issuer's common stock pursuant to the Issuer's employee stock purchase plan for the purchase period of January 1, 2026 through July 1, 2026. In accordance with the Issuer's employee stock purchase plan, these shares were purchased based on 85% of the grant date fair market value of a share on July 1, 2024.
- F3Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs.
- F4Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.
- F5The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.