SEC FORM 4

SEC FORM 4 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

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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^*

Lam Yat Tung

(Last)

(First)

(Middle)

110 RIO ROBLES

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	10/22/2025		S⁽¹⁾		1,400	D	$132.7075⁽²⁾	918,600	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		6,658	D	$133.8536⁽⁴⁾	911,942	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		12,782	D	$134.6973⁽⁵⁾	899,160	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		11,715	D	$135.7593⁽⁶⁾	887,445	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		7,249	D	$136.6679⁽⁷⁾	880,196	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		12,597	D	$137.6643⁽⁸⁾	867,599	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		4,989	D	$138.5544⁽⁹⁾	862,610	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		1,100	D	$140.1498⁽¹⁰⁾	861,510	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		700	D	$141.1143⁽¹¹⁾	860,810	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		800	D	$141.9822⁽¹²⁾	860,010	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		2,400	D	$143.3037⁽¹³⁾	857,610	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		1,800	D	$144.2746⁽¹⁴⁾	855,810	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		2,684	D	$145.2547⁽¹⁵⁾	853,126	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		2,305	D	$146.5386⁽¹⁶⁾	850,821	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		611	D	$147.1604⁽¹⁷⁾	850,210	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares	10/22/2025		S⁽¹⁾		210	D	$148.1886⁽¹⁸⁾	850,000	I	By Zhan BVI Co Ltd⁽³⁾
Ordinary Shares								125,000	I	By EZ Trust⁽¹⁹⁾
Ordinary Shares								2,622,055	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 2, 2025.

2. This transaction was executed in multiple trades at prices ranging from $132.24 to $133.20. 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.

3. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.

4. This transaction was executed in multiple trades at prices ranging from $133.24 to $134.23. 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.

5. This transaction was executed in multiple trades at prices ranging from $134.24 to $135.23. 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.

6. This transaction was executed in multiple trades at prices ranging from $135.24 to $136.23. 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.

7. This transaction was executed in multiple trades at prices ranging from $136.24 to $137.23. 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.

8. This transaction was executed in multiple trades at prices ranging from $137.24 to $138.23. 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.

9. This transaction was executed in multiple trades at prices ranging from $138.25 to $138.98. 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.

10. This transaction was executed in multiple trades at prices ranging from $139.62 to $140.51. 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.

11. This transaction was executed in multiple trades at prices ranging from $140.64 to $141.60. 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.

12. This transaction was executed in multiple trades at prices ranging from $141.65 to $142.56. 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.

13. This transaction was executed in multiple trades at prices ranging from $142.84 to $143.82. 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.

14. This transaction was executed in multiple trades at prices ranging from $143.86 to $144.83. 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.

15. This transaction was executed in multiple trades at prices ranging from $144.88 to $145.84. 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.

16. This transaction was executed in multiple trades at prices ranging from $145.90 to $146.89. 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.

17. This transaction was executed in multiple trades at prices ranging from $146.90 to $147.32. 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.

18. This transaction was executed in multiple trades at prices ranging from $147.95 to $148.43. 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.

19. The Reporting Person disclaims beneficial ownership except to the extent of his spouse's pecuniary interest therein.

Remarks:

	/s/ James Laufman, attorney-in-fact	10/24/2025
	** 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.

Chief Operating Officer Lam Yat Tung sold $9,624,043 worth of Ordinary Shares (70,000 units at $137.49) (SEC Form 4)