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Item 9A. Controls and Procedures

2025-07-02 compared with 2024-06-24 · 58 added, 39 removed, 100 unchanged (49% of the section changed)

6 unchanged sentences

Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 27, 2024 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of April 27, 2024.

The effectiveness of our internal control over financial reporting as of April 27, 2024 has been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 3, 2025 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of May 3, 2025.

The effectiveness of our internal control over financial reporting as of May 3, 2025 has been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended April 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended May 3, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

4 unchanged sentences

Other Information

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Executive Incentive Compensation Plan

On June 21, 2024, the Compensation Committee of the Board (Compensation Committee) approved the Company’s Executive Incentive Compensation Plan (the Bonus Plan).

The Bonus Plan allows the Company to provide incentive awards to employees of the Company or any of its parents, subsidiaries, or other affiliates selected by the administrator of the Bonus Plan, including the Company’s named executive officers.

Pursuant to the Bonus Plan, its administrator in its sole discretion may establish a target award for each participant as well as a bonus pool, with any actual awards payable from such bonus pool.

The Bonus Plan administrator also may establish any performance goals that will apply to any awards under the Bonus Plan.

Any such performance goals may include, but are not limited to, the goals listed in the Bonus Plan.

The performance goals may differ from participant to participant and from award to award.

The Bonus Plan will be administered by the Board or a committee appointed by the Board.

Unless and until determined otherwise by the Board, the Compensation Committee will administer the Bonus Plan.

The administrator of the Bonus Plan may delegate its authority and powers under the Bonus Plan to one or more directors and/or officers of the Company, which delegation may be revoked at any time.

The administrator of the Bonus Plan, at any time before payment of the actual award, may increase, reduce, or eliminate a participant’s actual award, and/or increase, reduce, or eliminate the amount allocated to a bonus pool, based on such factors as it deems relevant.

The administrator of the Bonus Plan, at any time before payment of an actual award, may add, remove or modify any applicable performance goals.

Actual awards generally will be paid in cash in a single lump sum, provided that the Bonus Plan administrator has discretion to settle an actual award with the grant of an equity award (pursuant to the Company’s applicable equity plan as may be in effect from time to time).

To earn an actual award, a participant must be employed through the date the actual award is paid unless otherwise determined by the Bonus Plan administrator.

Payment of an actual award generally will be made as soon as practicable after the end of the applicable performance period and after the actual award is approved by the Bonus Plan administrator.

The Bonus Plan administrator has the authority to modify, amend, suspend, or terminate the Bonus Plan, or any part of the Bonus Plan, at any time, provided that such action does not materially impair or materially alter any rights or obligations of any actual award earned by a participant absent such participant’s consent.

The Bonus Plan will remain in effect until terminated in accordance with its terms.

The foregoing summary of the Bonus Plan is qualified in its entirety by reference to the full text of the Bonus Plan which is attached hereto as Exhibit 10.8 and is incorporated by reference herein.

On March 19, 2025 , David Zinsner , a member of the board of directors of the Company, resigned from the board and terminated the Rule 10b5-1 Trading Plan Mr.

Zinsner adopted on December 26, 2024.

On April 4, 2025 , Yat Tung (Job) Lam , Chief Operating Officer and a member of the board of directors of the Company terminated the Rule 10b5-1 Trading Plan Mr.

Lam adopted on July 2, 2024.

On March 10, 2025, we reported in our Quarterly Report on Form 10-Q for the quarterly period ended February 1, 2025 that Mr.

Brennan adopted a Rule 10b5-1 Trading Plan on January 10, 2025.

However, such Rule 10b5-1 Trading Plan was not processed by the plan administrator and thus not actually entered into.

On April 15, 2025 , William J.

Brennan , our Chief Executive Officer and a member of our board of directors, adopted a Rule 10b5-1 Trading Plan (the Plan), intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, pursuant to which a maximum amount of:

(i) 144,128 of our ordinary shares held directly by Mr.

Brennan may be sold between August 1, 2025 and June 30, 2026 and (ii) 500,000 of our ordinary shares held by The Brennan Family Trust, DTD 09/06/2002 may be sold between August 1, 2025 and June 30, 2026.

The plan terminates on the earlier of:

(i) June 30, 2026 , (ii) the first date on which all trades set forth in the plan have been executed or (iii) such date as the plan is otherwise terminated according to its terms.

Brennan is a joint trustee with shared voting and investment power over the shares held by The Brennan Family Trust, DTD 09/06/2002.

Special Value Creation and Retention Incentive for Key Leadership

On June 30, 2025, the Board approved a special performance-based equity award program for designated executive officers and other key employees of the Company, under which such recipients received grants of performance-based restricted stock units (PSUs) under the Company’s 2021 Long-Term Incentive Plan (the 2021 Plan) having the performance condition and vesting terms described below (the Special PSUs).

The Special PSUs are intended to drive significant long-term shareholder value creation while providing retention incentives to the recipients to ensure leadership continuity through a key growth period for the Company.

The Special PSUs will be earned to the extent that the price per ordinary share of the Company (Ordinary Share) on each of the following measurement dates (measured based on the average closing prices per Ordinary Share over the immediately preceding 60 trading days) equals or exceeds $116 (the Stock Price Condition), as follows:

(i) 25% of the Special PSUs will be earned if the Stock Price Condition is met on the first anniversary of the grant date, (ii) 50% of the Special PSUs will be earned if the Stock Price Condition is met on the second anniversary of the grant date (inclusive of any Special PSUs that were earned on the first measurement date), and (iii) 100% of the Special PSUs will be earned if the Stock Price Condition is met on the third anniversary of the grant date (inclusive of any Special PSUs that were earned on the first and second measurement dates).

This stock price hurdle of $116 represents an approximate 100% increase from the 60-trading day average closing price per Ordinary Share of $58 leading up to the date of approval of the Special PSUs.

In the event of a change in control of the Company (as defined in the 2021 Plan), the performance condition will be achieved if the price per Ordinary Share offered to the Company’s shareholders in such change in control equals or exceeds $116 (not taking into account any 60-trading average described above), and, if such hurdle is met, then 100% of any then-remaining unearned Special PSUs will be earned.

Vesting of the Special PSUs is subject to the participant’s continued service with the Company through the applicable measurement date (or, if earlier, a change in control of the Company), except in the following circumstances.

In the event of the recipient’s termination of service by the Company without “cause,” by the recipient for “good reason” or due to the recipient’s death or “disability” (each as defined in the award agreement governing the Special PSUs), the Special PSUs will remain eligible to be earned and vest based on the achievement of the performance condition on the next occurring measurement date (or, if earlier, a change in control of the Company) as described above;

provided that if the termination of service is by the Company without cause or by the recipient for good reason, then the number of Special PSUs will be pro-rated based on the participant’s period of service with the Company from the grant date through the termination date.

Any Ordinary Shares issued upon the vesting of the

Special PSUs will be subject to a holding period for one year from the applicable measurement date (or if earlier, until the closing of a change in control of the Company).

The following executive officers of the Company received a grant of Special PSUs with respect to the number of Ordinary Shares set forth in the table below.

Special PSUs (#)

William (Bill) Brennan

President, Chief Executive Officer and Director

Chief Financial Officer

The description of the Special PSUs set forth above is qualified in its entirety by the terms of the award agreement governing the Special PSUs, a copy of which is filed as an exhibit to this Annual Report on Form 10-K, and incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

36 unchanged sentences

S-1 333-261982 10.15 January 3, 2022

10.6 Amended and Restated E mployee Stock Purchase Plan

10.6 Amended and Restated Employee Stock Purchase Plan

10.6 June 24, 2024

10.7# Warrant, dated December 28, 2021, issued to Amazon.com NV Investment Holdings LLC

S-1/A 333-261982 10.17 January 18, 2022

Executive Inc entive Compensation Plan

I n sider Trading Policy

10.8 Executive Incentive Compensation Plan

June 24, 2024

Executive Change in Control Severance Plan

December 3, 2024

Form of Notice of PSU Award and PSU Agreement under the 2021 Long-Term Incentive Plan

March 10, 2025

Form of Notice of Special PSU Awar d and Special PSU Agreement under the 2021 Long-Term Incentive Plan

Insider Trading Policy

Subsidiaries of the Registrant

25 unchanged sentences

CREDO TECHNOLOGY GROUP HOLDING LTD

June 24, 2024

/s/ William Brennan

1 unchanged sentence

President and Chief Executive Officer

June 24, 2024

/s/ Daniel Fleming

6 unchanged sentences

/s/ William Brennan President, Chief Executive Officer and Director

(principal executive officer) June 24, 2024

(principal executive officer) July 1, 2025

William Brennan

/s/ Daniel Fleming Chief Financial Officer

(principal financial and accounting officer) June 24, 2024

(principal financial and accounting officer) July 1, 2025

Daniel Fleming

/s/ Sylvia Acevedo Director June 24, 2024

/s/ Sylvia Acevedo Director July 1, 2025

Sylvia Acevedo

/s/ Chi Fung Cheng Chief Technology Officer and Director June 24, 2024

/s/ Chi Fung Cheng Chief Technology Officer and Director July 1, 2025

Chi Fung Cheng

/s/ Clyde Hosein

Director June 24, 2024

/s/ Manpreet Khaira Director June 24, 2024

Director July 1, 2025

/s/ Manpreet Khaira Director July 1, 2025

Manpreet Khaira

/s/ Yat Tung Lam Chief Operating Officer and Director June 24, 2024

/s/ Pantas Sutardja Director June 24, 2024

/s/ Yat Tung Lam Chief Operating Officer and Director July 1, 2025

/s/ Pantas Sutardja Director July 1, 2025

Pantas Sutardja

/s/ Lip-Bu Tan Chairman June 24, 2024

/s/ David Zinsner Director June 24, 2024

David Zinsner

/s/ Lip-Bu Tan Director

/s/ Fariba Danesh

Director July 1, 2025

Fariba Danesh

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures