Fleming Daniel W. 4

4 · Credo Technology Group Holding Ltd · Filed Jul 2, 2026

AI-generated summary of this filing

Updated Jul 2, 2026

Credo (CRDO) CFO Daniel Fleming Converts PSUs; $3.31M Withheld

What Happened

Daniel W. Fleming, Credo Technology Group's Chief Financial Officer, had 25,000 performance-based restricted stock units (PSUs) convert into ordinary shares on June 30, 2026. The PSUs were settled (no cash exercise price listed).
To satisfy tax withholding obligations on the settlement, the issuer withheld 9,838 shares at $271.95 (value $2,675,444) and 2,460 shares at $259.09 (value $637,361), for a total of 12,298 shares withheld (~$3,312,805). These withheld shares are reported as disposals (code F).
Separately, Fleming acquired 173 shares through the company’s employee stock purchase plan (ESPP) for the Jan 1–Jul 1, 2026 purchase period (purchased at 85% of the Dec 31, 2025 grant-date fair market value).

Key Details

Transaction dates: June 30, 2026 (PSU settlement and tax-withholding disposals); July 1, 2026 (additional tax withholding entry reported at $259.09); Form filed July 2, 2026. Filing appears timely (within the Form 4 two-business-day window).
Prices and values: 9,838 shares withheld @ $271.95 = $2,675,444; 2,460 shares withheld @ $259.09 = $637,361; combined withheld value ≈ $3,312,805.
Shares acquired via ESPP: 173 shares (purchased at 85% of grant date fair market value per plan).
Shares owned after the transactions: not specified in the Form 4 filing.
Footnotes: F1 explains PSUs are contingent on a $116 stock-price hurdle measured on June 30 of 2026, 2027, and 2028; F2 notes the ESPP purchase; F3/F4 explain share-withholding for tax obligations related to PSU/RSU settlements.

Context

This was primarily a vesting/settlement of performance awards, not an open-market sale by the insider. The withholding of shares to cover taxes is a routine, administrative step (a cashless-style settlement) and should not be interpreted on its own as a bullish or bearish signal.
Because the PSUs converted as of June 30, 2026, the filing indicates the specified performance hurdle for the June 30, 2026 measurement date was met, triggering settlement for that tranche.

Form 4

Period: 2026-06-30

Chief Financial Officer

Transactions

Exercise/Conversion
Ordinary Shares
[F1][F2]
2026-06-30+25,000→ 527,046 total
Tax Payment
Ordinary Shares
[F3]
2026-06-30$271.95/sh−9,838$2,675,444→ 517,208 total
Tax Payment
Ordinary Shares
[F4]
2026-07-01$259.09/sh−2,460$637,361→ 514,748 total
Exercise/Conversion
Performance-Based Restricted Stock Units
[F1]
2026-06-30−25,000→ 75,000 total
→ Ordinary Shares (25,000 underlying)

Footnotes (4)

[F1]Each 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.
[F2]The number of securities reported includes the acquisition on June 30, 2026 of 173 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 December 31, 2025.
[F3]Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs.
[F4]Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

Signature

/s/ James Laufman, attorney-in-fact|2026-07-02

1 file