Credo (CRDO) CTO corrects Form 4, 2,434 RSU tax shares withheld

Rhea-AI Filing Summary

Credo Technology Group Holding Ltd Chief Technology Officer Cheng Chi Fung filed an amended insider report correcting a prior transaction to a tax-related share disposition. On April 5, 2026, 2,434 Ordinary Shares were withheld by the company at $101.45 per share to cover tax obligations from RSU vesting, not as an open-market sale. After this withholding, Cheng held 108,786 Ordinary Shares directly. A separate entry shows 6,189,870 Ordinary Shares held indirectly by the Cheng Huang Family Trust, where Cheng and his spouse are trustees and beneficiaries alongside their children, with Cheng disclaiming beneficial ownership beyond their pecuniary interest.

Insights

Equity compensation and insider-transactions analyst

Amended Form 4 shows routine RSU tax withholding, not an open‑market sale.

The filing clarifies that 2,434 Ordinary Shares were withheld on April 5, 2026 at $101.45 per share to satisfy tax obligations on RSU vesting. This is coded as an F transaction, meaning a payment of tax liability by delivering shares.

Such tax-withholding dispositions are mechanical and do not represent an active decision to sell shares in the market. After the transaction, Cheng still holds 108,786 shares directly and an additional 6,189,870 shares are held indirectly by the Cheng Huang Family Trust, where he and his spouse have pecuniary interests.

The amendment from an "S" code to an "F" code matters because it reclassifies the event from a sale to a non-market tax event, reducing its signaling value for investors. Overall, this looks like routine equity compensation administration with no clear impact on the broader investment thesis.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Cheng Chi Fung

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	2,434	$101.45	$247K
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 108,786 shares (Direct); Ordinary Shares — 6,189,870 shares (Indirect, Cheng Huang Family Trust)

Footnotes (1)

1. This Form 4/A amends the prior filing to correct the transaction code from "S" to "F". The transaction represents shares withheld by Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs and is not an open market sale. 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.

Key Figures

Shares withheld for RSU taxes: 2,434 Ordinary Shares Tax withholding price: $101.45 per share Direct holdings after transaction: 108,786 Ordinary Shares +1 more

4 metrics

Shares withheld for RSU taxes 2,434 Ordinary Shares Withheld on April 5, 2026 to satisfy tax obligations

Tax withholding price $101.45 per share Value used for 2,434 shares withheld for tax

Direct holdings after transaction 108,786 Ordinary Shares Shares directly held by Cheng Chi Fung after tax withholding

Indirect trust holdings 6,189,870 Ordinary Shares Shares held by the Cheng Huang Family Trust

Key Terms

Form 4/A, RSUs, tax withholding obligations, Cheng Huang Family Trust, +1 more

5 terms

Form 4/A regulatory

"This Form 4/A amends the prior filing to correct the transaction code"

Form 4/A is an amended filing that corrects or updates an earlier Form 4, the mandatory report that insiders (like company executives, directors, or large shareholders) must file when their ownership stakes change. Think of it as an edited receipt showing who bought or sold stock and when; investors use it to track insider confidence, detect potential conflicts, and spot trading patterns that might signal future company prospects.

RSUs financial

"in connection with the vesting and settlement of RSUs and is not an open market sale"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"shares withheld by Issuer to satisfy tax withholding obligations in connection with the vesting"

Cheng Huang Family Trust financial

"Represents ordinary shares held by the Cheng Huang Family Trust of which the Reporting Person"

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest"

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cheng Chi Fung

(Last) (First) (Middle)

110 RIO ROBLES

(Street)

SAN JOSE CALIFORNIA 95134

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/06/2026

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	04/05/2026		F(1)		2,434	D	$101.45	108,786	D
Ordinary Shares								6,189,870	I	Cheng Huang Family Trust(2)

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. This Form 4/A amends the prior filing to correct the transaction code from "S" to "F". The transaction represents shares withheld by Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs and is not an open market sale.

2. 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.

Remarks:

	/s/ James Laufman, attorney-in-fact	04/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Credo (CRDO) CTO Cheng Chi Fung report in this amended Form 4/A?

The amended Form 4/A shows 2,434 Ordinary Shares were withheld on April 5, 2026 to cover RSU-related tax obligations. This correction clarifies the event was not an open-market sale but a routine tax-withholding disposition tied to equity compensation.

Why was the Credo (CRDO) Form 4/A transaction code changed to F?

The transaction code was changed from "S" to "F" to indicate shares were withheld for tax obligations on RSU vesting. The footnote explains this reclassification and confirms the transaction was not an open market sale of Credo shares by Cheng Chi Fung.

How many Credo (CRDO) shares were withheld for Cheng Chi Fung’s RSU taxes?

A total of 2,434 Ordinary Shares were withheld at $101.45 per share to satisfy tax-withholding obligations. These shares were delivered to the issuer in connection with the vesting and settlement of RSUs, rather than being sold on the open market.

What are Cheng Chi Fung’s direct and indirect Credo (CRDO) share holdings after this filing?

After the tax-withholding transaction, Cheng Chi Fung directly holds 108,786 Ordinary Shares. An additional 6,189,870 Ordinary Shares are held indirectly by the Cheng Huang Family Trust, where he and his spouse are trustees and beneficiaries with pecuniary interests.

Does the Credo (CRDO) Form 4/A indicate an insider sale in the open market?

No. The footnote states the transaction represents shares withheld by the issuer to satisfy RSU-related tax obligations and is not an open market sale. The corrected F code confirms this is a tax-withholding disposition, not a discretionary stock sale.

What is the Cheng Huang Family Trust’s role in Credo (CRDO) share ownership?

The Cheng Huang Family Trust holds 6,189,870 Ordinary Shares of Credo. Cheng Chi Fung and his spouse serve as trustees, and they and their children are beneficiaries. He disclaims beneficial ownership of these shares except to the extent of their pecuniary interest.