UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 19, ~~2025~~2026

_________________________

Credo Technology Group Holding Ltd

(Exact name of registrant as specified in its charter)

_________________________

Cayman Islands

001-41249

N/A

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

c/o Maples Corporate Services, Limited,

PO Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

N/A

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (408) 664-9329

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary shares, par value $0.00005 per share

CRDO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On ~~December 1~~February 9, ~~2025~~2026, Credo Technology Group Holding Ltd (the "“Company"”) issued a press release ~~announcing~~regarding its ~~financial~~preannouncement of unaudited revenue results for the third quarter of fiscal 2026 and updated its prior sequential revenue growth guidance for the fourth quarter ~~ended~~of ~~November~~fiscal 1,year ~~2025~~2026. A copy of the press release is ~~furnished~~attached ~~herewith~~hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 ~~of this current report on Form 8-K, including the accompanying Exhibit 99.1,~~ shall not be deemed “filed” for ~~the~~ purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or ~~otherwise subject to the liabilities of that section, nor shall it be deemed~~ incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, ~~regardless~~except ofas ~~any~~shall ~~general~~be ~~incorporation~~expressly ~~language~~set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description of Exhibit
99.1						Press Release dated ~~December~~February 19, ~~2025~~2026
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Credo Technology Group Holding Ltd
Date: December 1, 2025	By:	/s/ Daniel Fleming
Date: February 9, 2026	By:	/s/ James Laufman
		Daniel Fleming
		James Laufman
		Chief Financial Officer
		Chief Legal Officer

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